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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
US$0.00001 per share* |
* |
Accelerated filer ☐ |
Non-accelerated filer ☐ |
Emerging growth company |
U.S. GAAP ☐ |
Other ☐ | |||
International Accounting Standards Board ☒ |
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TABLE OF CONTENTS
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| Item 1. |
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| Item 2. |
7 | |||||
| Item 3. |
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| Item 4. |
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| Item 4A. |
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| Item 5. |
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| Item 6. |
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| Item 7. |
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| Item 8. |
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| Item 9. |
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| Item 10. |
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| Item 11. |
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| Item 12. |
252 | |||||
| 254 | ||||||
| Item 13. |
254 | |||||
| Item 14. |
Material Modifications to the Rights of Security Holders and Use of Proceeds |
254 | ||||
| Item 15. |
254 | |||||
| Item 16A. |
255 | |||||
| Item 16B. |
255 | |||||
| Item 16C. |
255 | |||||
| Item 16D. |
256 | |||||
| Item 16E. |
Purchases of Equity Securities by the Issuer and Affiliated Purchasers |
256 | ||||
| Item 16F. |
256 | |||||
| Item 16G. |
256 | |||||
| Item 16H. |
256 | |||||
| Item 16I. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
257 | ||||
| Item 16J. |
257 | |||||
| 258 | ||||||
| Item 17. |
258 | |||||
| Item 18. |
258 | |||||
| Item 19. |
258 | |||||
| 263 | ||||||
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INTRODUCTION
Except where the context otherwise requires and for purposes of this annual report only:
| • | “active borrowers” refer to borrowers that have a current outstanding balance with our company as of the period end; |
| • | “ADSs” refer to our American depositary shares, with every two ADSs representing one ordinary share; |
| • | “AI” refers to artificial intelligence; |
| • | “APR” or “annualized percent rate” refers to the monthly all-in borrowing cost as a percentage of the outstanding balance annualized by a factor of 12, where all-in borrowing cost comprises the actual amount of (a) interest, (b) insurance premiums or guarantee fees and (c) retail credit enablement service fees; |
| • | “China” or the “PRC” refers to the People’s Republic of China, excluding, for the purposes of this annual report only, Hong Kong, Macau and Taiwan; |
| • | “consolidated affiliated entities” refer to entities in China with which we have contractual arrangements such that we are able to direct the activities of and are considered the primary beneficiary of those entities and we have consolidated their financial results in our consolidated financial statements; |
| • | “DPD 30+ delinquency rate” refers to the outstanding balance of loans for which any payment is 30 to 179 calendar days past due, divided by the outstanding balance of loans; |
| • | “DPD 90+ delinquency rate” refers to the outstanding balance of loans for which any payment is 90 to 179 calendar days past due, divided by the outstanding balance of loans; |
| • | “IFRS” refers to International Financial Reporting Standards as issued by the International Accounting Standards Board; |
| • | “KYB” refers to know-your-business; |
| • | “KYC” refers to know-your-customers; |
| • | “KYP” refers to know-your-products; |
| • | “Lufax,” “we,” “us,” “our company” and “our” refer to Lufax Holding Ltd, a Cayman Islands exempted company, and its direct and indirect subsidiaries. We conduct operations in China through (i) our PRC subsidiaries, (ii) the consolidated affiliated entities with which we have contractual arrangements, and (iii) the subsidiaries of the consolidated affiliated entities. The consolidated affiliated entities are PRC companies conducting operations in China, and their financial results have been consolidated into our consolidated financial statements under IFRS for accounting purposes. Investors are purchasing an interest in Lufax Holding Ltd, a Cayman Islands holding company with no operations of its own. Lufax Holding Ltd does not have any equity ownership in the consolidated affiliated entities; |
| • | “MOB” or “months on book” refers to the number of complete calendar months that have elapsed since the calendar month in which the loan was originated, measured at the end of each calendar month; |
| • | “ordinary shares” refer to our ordinary shares of par value US$0.00001 per share; |
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| • | “outstanding balance of loans” refers to the total principal amount outstanding at the end of the given period for loans we enabled; |
| • | “Ping An ecosystem” refers to Ping An Group and its subsidiaries, affiliates and associates; |
| • | “Ping An Group” refers to Ping An Insurance and its subsidiaries; |
| • | “Ping An Insurance” refers to Ping An Insurance (Group) Company of China, Ltd.; |
| • | “Ping An PC” refers to Ping An Property Casualty Insurance Company of China, Ltd.; |
| • | “SBOs” refer to small business owners, including owners of legal entities, individuals who conduct their businesses as sole proprietors, management-level individuals of SMBs, and self-employed individuals with proof of business operations; |
| • | “SEC” refers to the U.S. Securities and Exchange Commission; |
| • | “SMBs” refer to small and micro businesses, typically with fewer than 50 employees and less than RMB30 million of annual income; |
| • | “RMB” and “Renminbi” refer to the legal currency of China; |
| • | “volume of new loans” refers to the principal amount of new loans we enabled during the given period; and |
| • | “WFOEs” refer to Weikun (Shanghai) Technology Service Co., Ltd. and Lufax Holding (Shenzhen) Technology Service Co., Ltd., our wholly owned subsidiaries in China. |
Our reporting currency is the Renminbi. This annual report also contains translations of certain foreign currency amounts into U.S. dollars for the convenience of the reader. Unless otherwise stated, all translations of Renminbi into U.S. dollars were made at RMB6.8972 to US$1.00, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on December 30, 2022. We make no representation that the Renminbi or U.S. dollars amounts referred to in this annual report could have been or could be converted into U.S. dollars or Renminbi, as the case may be, at any particular rate or at all. On March 31, 2023, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board was RMB6.8676 to US$1.00.
Due to rounding, numbers presented throughout this annual report may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures.
Summary of Risk Factors
An investment in our ADSs involves significant risks. Below is a summary of material risks we face, organized under relevant headings. All the operational risks associated with being based in and having operations in China also apply to our operations in Hong Kong. With respect to the legal risks associated with being based in and having operations in China, the laws, regulations and the discretion of the governmental authorities in China discussed in this annual report are expected to apply to entities and businesses in China, rather than entities or businesses in Hong Kong, which operate under a different set of laws from China.
Risks Relating to Our Business and Industry
| • | Our industry is rapidly changing, and our business has evolved significantly in recent years, which makes it difficult to evaluate our future prospects. |
| • | Our business may continue to be materially and adversely affected by the effects of the COVID-19 pandemic in China, and changes we have made to our business may not be successful in dealing with the effects or the after-effects of the pandemic. |
| • | Updates that we are in the process of making to our business model may not be successful. |
| • | The total fees charged to borrowers for loans we enable may be deemed to be in excess of interest rate limits imposed by laws or regulatory authorities. As a result, part of the interest and fees may not be valid or enforceable through the PRC judicial system. |
| • | Our business is subject to laws, regulations, and supervision by national, provincial and local government and judicial authorities, industry associations and other regulatory bodies. The laws, regulations and official guidance relating to our business are complex and evolving rapidly and may be subject to further changes. Non-compliance with any existing or new regulation may result in penalties, limitations and prohibitions on our business activities, and we have been modifying and may need to continue to modify our business operations in response to changes in laws and regulations. |
| • | We may be unable to source third-party credit enhancement at commercially attractive prices, grow our balance sheet to support our financing guarantee business, or persuade our funding partners to accept guarantees from our financing guarantee subsidiary. Any of these outcomes could materially and adversely affect our business, financial condition and results of operations. |
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| • | Our access to sufficient and sustainable funding at commercially attractive costs cannot be assured. |
| • | Any failure to obtain, renew or retain the requisite approvals, licenses or permits applicable to our retail credit and enablement business may have a material adverse effect on our business, financial condition and results of operations. |
| • | We have modified our business model and practices in the past as a result of changes in laws, regulations, policies, measures and guidance, and we are subject to risks in connection with our discontinued products and historical practices. If any of our discontinued products and historical practices is deemed to violate any PRC laws or regulations, our business, financial condition and results of operations would be materially and adversely affected. |
| • | If our credit assessment and risk management model is flawed or ineffective, or if the data that we collect for credit analysis inaccurately reflects borrowers’ creditworthiness, or if we fail or are perceived to fail to effectively manage the default risks of loans we enable for any other reason, our business and results of operations may be adversely affected. |
| • | A severe or prolonged downturn in the Chinese or global economy could materially and adversely affect our business and financial condition. |
| • | A credit crisis or a prolonged downturn in the credit markets may materially and adversely impact our reputation, business, results of operations and financial position. |
| • | Our transaction process may result in misunderstanding among our borrowers. |
| • | Information regarding individuals to whom we provide our financial services may not be complete, and our ability to perform due diligence, detect borrower fraud or manage our risks may be compromised as a result. |
| • | If our ability to collect delinquent loans is impaired, or if there is actual or perceived misconduct in our collection efforts, our business, financial condition and results of operations might be materially and adversely affected. |
Risks Relating to Our Corporate Structure
| • | Holders of our ADSs hold equity interests in Lufax Holding Ltd, a Cayman Islands holding company that does not conduct operations directly in China. Instead, we conduct operations in China through (i) our subsidiaries in China, (ii) the consolidated affiliated entities in China, and (iii) the subsidiaries of the consolidated affiliated entities. We do not have any equity ownership in the consolidated affiliated entities or their subsidiaries. We only maintain contractual arrangements with the consolidated affiliated entities which allow us to consolidate the financial results of the consolidated affiliated entities and their subsidiaries into our consolidated financial statements in accordance with IFRS. Holders of our ADSs therefore do not have direct or indirect equity interests in the consolidated affiliated entities and their subsidiaries. Investors thus are not purchasing direct equity interests in our operating entities in China but instead are purchasing equity interests in a Cayman Islands holding company. If the PRC government finds that the agreements that establish the structure for operating our business do not comply with PRC laws and regulations, or if these regulations or their interpretations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations. Our holding company, our PRC subsidiaries, the consolidated affiliated entities and their subsidiaries, and investors of our company face uncertainty about potential future actions by the PRC government that could affect the enforceability of our contractual arrangements with the consolidated affiliated entities and, consequently, significantly affect the financial performance of the consolidated affiliated entities and our company as a whole. For a detailed description of the risks associated with our corporate structure, please refer to the risks disclosed under “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Corporate Structure.” |
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| • | The contractual arrangements with the consolidated affiliated entities and their shareholders may not be as effective as equity providing operational control or enabling us to derive economic benefits. |
| • | Any failure by the consolidated affiliated entities or their shareholders to perform their obligations under our contractual arrangements with them would have an adverse effect on our business. |
| • | The shareholders of the consolidated affiliated entities may have actual or potential conflicts of interest with us, which may adversely affect our business and financial condition. |
Risks Relating to Doing Business in China
| • | Substantially all of our operations are located in China. Accordingly, our business, prospects, financial conditions and results of operations may be affected to a significant degree by political, economic and social conditions in China generally. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China—Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business, financial conditions and results of operations.” |
| • | We face risks arising from uncertainties with respect to the PRC legal system. Certain rules and regulations can change quickly and sometimes on short notice, and there may be risks and uncertainties regarding the interpretation and enforcement of PRC laws and regulations. These risks and uncertainties may make it difficult for us to meet or comply with requirements under the applicable laws and regulations. For more details, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China—Uncertainties with respect to the PRC legal system could adversely affect us.” |
| • | The interpretation and application of existing PRC laws, regulations and policies and possible new laws, regulations or policies relating to the internet industry have created substantial uncertainties regarding the legality of existing and future foreign investments in, and the businesses and activities of, internet businesses in China, including our business. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China—We may be adversely affected by the complexity, uncertainties and changes in PRC regulation of internet-related businesses and companies.” |
| • | The PRC government’s significant authority in regulating our operations and its oversight and control over offerings conducted overseas by, and foreign investment in, China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. Implementation of industry-wide regulations of this nature may cause the value of such securities to significantly decline. For more details, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China—The PRC government’s significant oversight and discretion over our business operations could result in a material adverse change in our operations and the value of our ordinary shares or ADSs.” |
| • | The filings, approval or other administration requirements of the CSRC or other PRC governmental authorities may be required in connection with our offshore listings under PRC law. Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China—The approval of and filings with the CSRC or other PRC governmental authorities may be required in connection with our offshore listings under PRC law, and, if required, we cannot predict whether we will be able to obtain such approval or complete such filings or how long they might take.” |
| • | Cash transfers from our PRC subsidiaries to entities outside of China are subject to PRC government controls on currency conversion. To the extent cash in our business is in the PRC or a PRC entity, such cash may not be available to fund operations or for other use outside of the PRC due to restrictions and limitations imposed by the governmental authorities on currency conversion, cross-border transactions and cross-border capital flows. Shortages in the availability of foreign currency may temporarily delay the ability of our PRC subsidiaries and the consolidated affiliated entities to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy their foreign currency denominated obligations. For more details, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China—We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business” and “—Governmental control of currency conversion may limit our ability to utilize our income effectively and affect the value of your investment.” |
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| • | Our ADSs may be prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, or the HFCAA, in the future if the Public Company Accounting Oversight Board, or the PCAOB, is unable to inspect or fully investigate auditors located in China. The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections. The delisting of our ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment. For more details, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China—The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections” and “—Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in China. The delisting of the ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment.” |
Risks Relating to Our ADSs
| • | The trading price of our ADSs is likely to be volatile, which could result in substantial losses to investors. |
| • | The sale or availability for sale of substantial amounts of our ADSs could adversely affect their market price. |
| • | We are an exempted company limited by shares incorporated under the laws of the Cayman Islands. We conduct substantially all of our operations in China and substantially all of our assets are located in China. In addition, a majority of our directors and officers are nationals or residents of jurisdictions other than the United States and most of their assets are located outside the United States. As a result, it may be difficult or impossible for you to effect service of process within the United States upon these individuals, or to bring an action against us or against these individuals in the United States in the event that you believe 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. See “Item 3. Key Information—D. Risk Factors—Risks Relating to our ADSs—You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law” and “—Certain judgments obtained against us by our shareholders may not be enforceable.” |
Please see “Item 3. Key Information—D. Risk Factors” and other information included elsewhere in this annual report for a discussion of these and other risks and uncertainties that we face.
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FORWARD-LOOKING INFORMATION
This annual report contains forward-looking statements that involve risks and uncertainties. All statements other than statements of current or historical facts are forward-looking statements. These forward-looking statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.
You can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “likely to” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include, but are not limited to, statements about:
| • | our operations and business prospects; |
| • | our business and operating strategies and our ability to implement such strategies; |
| • | our ability to develop and manage our operations and business; |
| • | our future general and administrative expenses; |
| • | competition for, among other things, capital, technology and skilled personnel; |
| • | our ability to control costs; |
| • | our dividend policy; |
| • | changes to regulatory and operating conditions in the industry and geographical markets in which we operate; |
| • | the impact of COVID-19 and the after-effects of the pandemic; and |
| • | all other risks and uncertainties described in “Item 3. Key Information—D. Risk Factors.” |
You should read this annual report and the documents that we refer to in this annual report with the understanding that our actual future results may be materially different from and worse than what we expect. Other sections of this annual report include additional factors which could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.
This annual report also contains statistical data and estimates that we obtained from government and private publications. Although we have not independently verified the data, we believe that the publications and reports are reliable. The market data contained in this annual report involves a number of assumptions, estimates and limitations. The SMB loan market and related markets in China and elsewhere may not grow at the rates projected by market data, or at all. The failure of these markets to grow at the projected rates may have a material adverse effect on our business and the market price of our ADSs. If any one or more of the assumptions underlying the market data turns out to be incorrect, actual results may differ from the projections based on these assumptions. In addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Item 3. Key Information—D. Risk Factors” and elsewhere in this annual report. You should not place undue reliance on these forward-looking statements.
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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
Our Holding Company Structure and Contractual Arrangements with The Consolidated Affiliated Entities
The following diagram illustrates our corporate structure as of the date of this annual report, including our principal subsidiaries and the principal consolidated affiliated entities:
| (1) | Shenzhen Ping An Financial Technology Consulting Co., Ltd, Xinjiang Tongjun Equity Investment Limited Partnership, Shanghai Lanbang Investment Limited Liability Company and Linzhi Jinsheng Investment Management Limited Partnership hold 49.99%, 29.55%, 18.29% and 2.17%, respectively, of the equity interests in each of Shanghai Xiongguo and Shenzhen Lufax Enterprise Management. |
| Shenzhen Ping An Financial Technology Consulting Co., Ltd is wholly owned by Ping An Insurance. Xinjiang Tongjun Equity Investment Limited Partnership is a limited partnership incorporated under the laws of the PRC, and each of the two individuals, Mr. Wenwei Dou and Ms. Wenjun Wang, owns 50% of Xinjiang Tongjun Equity Investment Limited Partnership’s interests. Shanghai Lanbang Investment Limited Liability Company is a company incorporated under the laws of the PRC, and each of the two individuals, Mr. Xuelian Yang and Mr. Jingkui Shi, owns 50% of Shanghai Lanbang Investment Limited Liability Company’s shares. Linzhi Jinsheng Investment Management Limited Partnership is a limited partnership incorporated under the laws of the PRC, and Mr. Xuelian Yang owns 60% and Mr. Jingkui Shi owns 40% of Linzhi Jinsheng Investment Management Limited Partnership’s interests. |
| (2) | Shanghai Xiongguo and Shanghai Huikang Information Technology Co., Ltd. hold 99.995% and 0.005%, respectively, of the equity interests in Shanghai Lufax. Shanghai Xiongguo holds 100% of the equity interests in Shanghai Huikang Information Technology Co., Ltd., which in turn beneficially owns 100% of the equity interests in Shanghai Lufax. |
| (3) | Ping An Puhui Enterprises Management holds the remaining 9.375% of the equity interests in Chongqing Jin’an Microloan Co., Ltd. |
| (4) | Ping An Insurance holds the remaining 30% of the equity interests in Ping An Consumer Finance Co., Ltd. |
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Lufax Holding Ltd is not an operating company in China but a Cayman Islands holding company with no equity ownership in its consolidated affiliated entities. We conduct operations in China through (i) our PRC subsidiaries, (ii) the consolidated affiliated entities with which we have contractual arrangements, and (iii) the subsidiaries of the consolidated affiliated entities. PRC laws and regulations restrict and impose conditions on foreign ownership and investment in certain internet-based businesses. Accordingly, we operate these businesses in China through the consolidated affiliated entities and their subsidiaries, and rely on contractual arrangements among our PRC subsidiaries, the consolidated affiliated entities and their respective shareholders to control the business operations of the consolidated affiliated entities and their subsidiaries. This structure provides investors with exposure to foreign investment in China-based companies where PRC laws and regulations prohibit or restrict direct foreign investment in operating companies in certain sectors. Revenues contributed by the consolidated affiliated entities and their subsidiaries accounted for 3.0%, 2.5%, and 1.7% of our total revenues for 2020, 2021 and 2022, respectively. As used in this annual report, “we,” “us,” “our company” and “our” refer to Lufax Holding Ltd, its subsidiaries, and, in the context of describing our operations and consolidated financial information, the consolidated affiliated entities in China and their subsidiaries, including but not limited to (i) Shanghai Xiongguo Corporation Management Co., Ltd., or Shanghai Xiongguo, which was established in December 2014 and ultimately holds all equity interests of Shanghai Lufax (as defined below), (ii) Shanghai Lufax Information Technology Co., Ltd. (formerly known as Shanghai Lujiazui International Financial Asset Exchange Co., Ltd.), or Shanghai Lufax, which was established in September 2011 and currently operates the online wealth management business, and (iii) Shenzhen Lufax Holding Enterprise Management Co., Ltd., or Shenzhen Lufax Enterprise Management, which was established in May 2018 and currently has a wholly owned subsidiary that holds an internet content provider license, or ICP license, and operates an SBO value-added services platform under the brand of Ludiantong. The consolidated affiliated entities are PRC companies conducting operations in China, and their financial results have been consolidated into our consolidated financial statements under IFRS for accounting purposes. Investors in our ADSs are not purchasing equity interests in the consolidated affiliated entities in China but instead are purchasing equity interests in a holding company incorporated in the Cayman Islands, and may never directly hold equity interests in the consolidated affiliated entities in China.
A series of contractual agreements, including exclusive business cooperation agreements, voting proxy agreements, share pledge agreements, exclusive option agreements, letters of undertakings and spousal consent letters, have been entered into by and among our PRC subsidiaries, the consolidated affiliated entities and their respective shareholders. As a result of the contractual arrangements, we are able to direct the activities of and are considered the primary beneficiary of the consolidated affiliated entities, and we have consolidated their financial results in our consolidated financial statements. For more details of these contractual arrangements, see “Item 4. Information on the Company—C. Organizational Structure—Contractual Arrangements with the Principal Consolidated Affiliated Entities.”
However, the contractual arrangements may not be as effective as equity ownership in providing us with control over the consolidated affiliated entities and we may incur substantial costs to enforce the terms of the arrangements. In addition, as of the date of this annual report, the legality and enforceability of these contractual arrangements, as a whole, have not been tested in any PRC court. There is no guarantee that these contractual arrangements, as a whole, would be enforceable if they were tested in a PRC court, and we may incur substantial costs to enforce the terms of the arrangements. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Corporate Structure—The contractual arrangements with the consolidated affiliated entities and their shareholders may not be as effective as equity ownership in providing operational control or enabling us to derive economic benefits” and “—The shareholders of the consolidated affiliated entities may have actual or potential conflicts of interest with us, which may adversely affect our business and financial condition.”
There are also substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules regarding the rights of our Cayman Islands holding company with respect to its contractual arrangements with the consolidated affiliated entities and their shareholders. It is uncertain whether any new PRC laws or regulations relating to the contractual arrangements of the consolidated affiliated entities will be adopted or, if adopted, what they would provide. If we or the consolidated affiliated entities are found to be in violation of any existing or future PRC laws or regulations, or fail to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Corporate Structure—If the PRC government finds that the agreements that establish the structure for operating some of our operations in China do not comply with PRC regulations relating to the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.”
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Our corporate structure is subject to risks associated with our contractual arrangements with the consolidated affiliated entities. If the PRC government deems that our contractual arrangements with the consolidated affiliated entities do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change or are interpreted differently in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations. Our holding company, our PRC subsidiaries, the consolidated affiliated entities and their subsidiaries, and investors of our company face uncertainty about potential future actions by the PRC government that could affect the enforceability of the contractual arrangements with the consolidated affiliated entities and, consequently, significantly affect the financial performance of the consolidated affiliated entities and our company as a whole. The PRC regulatory authorities could disallow the contractual arrangements structure, which would likely result in a material change in our operations and cause the value of our securities to significantly decline or become worthless. For a detailed description of the risks associated with our corporate structure, please refer to risks disclosed under “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Corporate Structure.”
We face various legal and operational risks and uncertainties related to doing business in China. Our business operations are primarily conducted through the consolidated affiliated entities and their subsidiaries in China, and we are subject to complex and evolving PRC laws and regulations. For example, we face risks associated with regulatory approvals on offshore offerings, anti-monopoly regulatory actions, and oversight on cybersecurity and data privacy, which may impact our ability to conduct certain businesses, accept foreign investments, or list on a United States or other foreign exchange. These risks could result in a material adverse change in our operations and the value of our ADSs, significantly limit or completely hinder our ability to continue to offer securities to investors, or cause the value of such securities to significantly decline or become worthless. For a detailed description of risks relating to doing business in China, please refer to risks disclosed under “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China.”
The PRC government’s significant authority in regulating our operations and its oversight and control over offerings conducted overseas by, and foreign investment in, China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. Implementation of industry-wide regulations, including data security or anti-monopoly related regulations, of this nature may cause the value of such securities to significantly decline. For more details, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China—The PRC government’s significant oversight and discretion over our business operations could result in a material adverse change in our operations and the value of our ordinary shares or ADSs.”
Risks and uncertainties arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and quickly evolving rules and regulations in China, could result in a material adverse change in our operations and the value of our ADSs. For more details, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China—Uncertainties with respect to the PRC legal system could adversely affect us” and “—We may be adversely affected by the complexity, uncertainties and changes in PRC regulation of internet-related businesses and companies.”
The Holding Foreign Companies Accountable Act
Pursuant to the HFCAA, if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the PCAOB for two consecutive years, the SEC will prohibit our shares or the ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States. On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, including our auditor.
In May 2022, the SEC conclusively listed us as a Commission-Identified Issuer under the HFCAA following the filing of this annual report on Form 20-F for the fiscal year ended December 31, 2021. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. For this reason, we do not expect to be identified as a Commission-Identified Issuer under the HFCAA after we file this annual report on Form 20-F.
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Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions. If PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong and we continue to use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year. There can be no assurance that we would not be identified as a Commission-Identified Issuer for any future fiscal year, and if we were so identified for two consecutive years, we would become subject to the prohibition on trading under the HFCAA. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China—The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections” and “—Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in China. The delisting of the ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment.”
Permissions Required from the PRC Authorities for Our Operations
Our operations in China are governed by PRC laws and regulations. As of the date of this annual report, our PRC subsidiaries and the consolidated affiliated entities and their subsidiaries have obtained the requisite licenses and permits from the PRC governmental authorities that are material for the business operations of our holding company and the consolidated affiliated entities in China, including, among others, the financing guarantee business operation license and the financial business permit. Given the uncertainties of interpretation and implementation of laws and regulations and the enforcement practice of government authorities, we may be required to obtain additional licenses, permits, filings or approvals for the products and services we provide in the future. If we, our subsidiaries, the consolidated affiliated entities or their subsidiaries do not receive or maintain any necessary permissions or approvals from PRC authorities to operate business or offer securities, or inadvertently conclude that such permissions or approvals are not required, or if applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, we cannot assure you that we will be able to obtain the necessary permissions or approvals in a timely manner, or at all, and such approvals may be rescinded even if obtained. Any such circumstance could subject us to penalties, including fines, suspension of business and revocation of required licenses, significantly limit or completely hinder our ability to continue to offer securities to investors, and cause the value of such securities to significantly decline or become worthless. For more detailed information, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business—Any failure to obtain, renew or retain the requisite approvals, licenses or permits applicable to our retail credit and enablement business may have a material adverse effect on our business, financial condition and results of operations.”
Furthermore, as advised by Haiwen Partners, our PRC counsel, for historical issuances of securities to foreign investors, under current PRC laws, regulations and regulatory rules, as of the date of this annual report, we (i) are not required to obtain permissions from the China Securities Regulatory Commission, or the CSRC, (ii) are not required to go through cybersecurity review by the Cyberspace Administration of China, and (iii) have neither received nor were denied such requisite permissions by any PRC authority. However, the PRC government has promulgated certain regulations and rules to exert more oversight and control over offerings that are conducted overseas or foreign investment in China-based issuers. On February 17, 2023, the CSRC released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies and five supporting guidelines, or, collectively, the Filing Measures, effective March 31, 2023. According to the Filing Measures, domestic companies in the PRC that directly or indirectly offer or list their securities in an overseas market are required to file with the CSRC. In addition, an overseas listed company must also submit the filing with respect to its follow-on offerings, issuance of convertible corporate bonds and exchangeable bonds, and other equivalent offering activities, within a specific time frame requested under the Filing Measures. Therefore, we will be required to file with the CSRC for our overseas offering of equity and equity linked securities in the future within the applicable scope of the Filing Measures. For more detailed information, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China—The approval of and filings with the CSRC or other PRC governmental authorities may be required in connection with our offshore listings under PRC law, and, if required, we cannot predict whether we will be able to obtain such approval or complete such filings or how long they might take.”
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Enforceability of Civil Liabilities
We are incorporated under the laws of the Cayman Islands to take advantage of certain benefits associated with being a Cayman Islands exempted company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional and support services. However, certain disadvantages accompany incorporation in the Cayman Islands. These disadvantages include, but are not limited to, (i) the Cayman Islands has a less exhaustive body of securities laws than the United States and these securities laws provide significantly less protection to investors; and (ii) Cayman Islands companies may not have standing to sue before the federal courts of the United States. Our constitutional documents do not contain provisions requiring that disputes, including those arising under the securities laws of the United States, between us, our officers, directors and shareholders, be arbitrated.
Substantially all of our assets are located outside the United States. In addition, a majority of our directors and officers are nationals or residents of jurisdictions other than the United States and most of their assets are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or these persons, or to bring actions or enforce judgments obtained in U.S. courts against us or them, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.
Maples and Calder (Hong Kong) LLP, our counsel as to Cayman Islands law, has advised us that there is uncertainty as to whether the courts of the Cayman Islands would (i) recognize or enforce judgments of U.S. courts obtained against us or our directors or officers to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or the securities laws of any state in the United States, or (ii) in original actions brought in the Cayman Islands, to impose liabilities against us or our directors or officers that are predicated upon the federal securities laws of the United States or the securities laws of any state in the United States so far as the liabilities imposed by those provisions are penal in nature.
Maples and Calder (Hong Kong) LLP, our counsel as to Cayman Islands laws, has further advised us that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), the courts of the Cayman Islands would recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given, provided such judgment (a) is given by a foreign court of competent jurisdiction, (b) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (c) is final and conclusive, (d) is not in respect of taxes, a fine or a penalty, and (e) is not inconsistent with a Cayman Islands judgment in respect of the same manner, impeachable on the grounds of fraud and is not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands. However, the Cayman Islands courts are unlikely to enforce a punitive judgment of a United States court predicated upon the civil liability provisions of the federal securities laws in the United States without retrial on the merits if such judgment is determined by the courts of the Cayman Islands to give rise to obligations to make payments that may be regarded as fines, penalties or punitive in nature.
Haiwen Partners, our counsel as to PRC law, has advised us that (i) it would be highly unlikely that the courts of the PRC would recognize or enforce judgments of U.S. courts obtained against us or our directors or officers that are predicated upon the civil liability provisions of the federal securities laws of the United States or the securities laws of any state in the United States, and (ii) there is uncertainty as to whether the courts of the PRC would entertain original actions brought in the PRC against us or our directors or officers that are predicated upon the federal securities laws of the United States or the securities laws of any state in the United States.
Haiwen Partners has advised us that the recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedure Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements, public policy considerations and conditions set forth in applicable provisions of PRC laws, including of the PRC Civil Procedure Law based either on bilateral treaties or international conventions contracted by China and the country where the judgment is made or on reciprocity between jurisdictions. Haiwen Partners has advised us further that under PRC law, a foreign judgment that violates basic legal principles, state sovereignty, safety or social public interest will not be recognized and enforced by a PRC court. As there currently exists no bilateral treaty, international convention or other form of reciprocity between China and the United States or the Cayman Islands governing the recognition of judgments, including those predicated upon the liability provisions of the U.S. federal securities laws, it would be highly unlikely that a PRC court would enforce judgments rendered by courts in the U.S. or in the Cayman Islands.
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Cash and Asset Flows through Our Organization
Lufax Holding Ltd is a holding company with no operations of its own. We conduct operations in China primarily through our PRC subsidiaries and the consolidated affiliated entities and their subsidiaries in China. As a result, although other means are available for us to obtain financing at the holding company level, Lufax Holding Ltd’s ability to pay dividends to its shareholders and investors of the ADSs and to service any debt it may incur may depend upon dividends paid by our PRC subsidiaries and technical and consulting service fees paid by the consolidated affiliated entities in China. If any of our PRC subsidiaries or the consolidated affiliated entities incurs debt on its own behalf in the future, the instruments governing such debt may restrict our PRC subsidiaries’ ability to pay dividends to Lufax Holding Ltd or the consolidated affiliated entities’ ability to pay technical and consulting service fees. In addition, our PRC subsidiaries are permitted to pay dividends to Lufax Holding Ltd only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Further, our PRC subsidiaries and the consolidated affiliated entities are required to make appropriations to certain statutory reserve funds or may make appropriations to certain discretionary funds, which are not distributable as cash dividends except in the event of a solvent liquidation of the companies. For more details, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Holding Company Structure.”
Under PRC laws and regulations, our PRC subsidiaries and the consolidated affiliated entities are subject to restrictions with respect to paying dividends or otherwise transferring any of their net assets to us. Remittance of dividends by a wholly foreign-owned enterprise out of China is also subject to examination by the banks designated by the State Administration of Foreign Exchange, or SAFE. Furthermore, cash transfers from our PRC subsidiaries and the consolidated affiliated entities to entities outside of China are subject to PRC government controls on currency conversion. To the extent cash in our business is in the PRC or a PRC entity, such cash may not be available to fund operations or for other use outside of the PRC due to restrictions and limitations imposed by the governmental authorities on the ability of us, our subsidiaries, or the consolidated affiliated entities to transfer cash outside of the PRC. Shortages in the availability of foreign currency may temporarily delay the ability of our PRC subsidiaries and the consolidated affiliated entities to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy their foreign currency denominated obligations. In view of the foregoing, to the extent cash in our business is held in China or by a PRC entity, such cash may not be available to fund operations or for other use outside of the PRC. For risks relating to the fund flows of our operations in China, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China—We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business” and “—Governmental control of currency conversion may limit our ability to utilize our income effectively and affect the value of your investment.”
For the years ended December 31, 2020, 2021 and 2022, no dividends or distributions were made to Lufax Holding Ltd, the parent company, by our subsidiaries.
Under PRC law, Lufax Holding Ltd may provide funding to our PRC subsidiaries only through capital contributions or loans, and to the consolidated affiliated entities only through loans, subject to satisfaction of government registration and approval requirements.
For the years ended December 31, 2020, 2021 and 2022, Lufax Holding Ltd provided capital contributions of RMB1.9 billion, RMB0.1 billion and nil, respectively, to its subsidiaries and received capital return of nil, nil and RMB17.4 million (US$2.5 million), respectively, from its subsidiaries. For the years ended December 31, 2020, 2021 and 2022, Lufax Holding Ltd provided loans with principal amount of RMB9.5 billion, RMB3.7 billion and RMB0.2 billion (US$0.0 billion), respectively, to its subsidiaries, and the subsidiaries repaid principal amount of RMB2.4 billion, RMB7.2 billion and RMB12.4 billion (US$1.8 billion), respectively, to Lufax Holding Ltd.
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The consolidated affiliated entities may transfer cash to the relevant PRC subsidiaries by paying technical and consulting service fees according to the exclusive business cooperation agreements. Pursuant to these agreements between each of the consolidated affiliated entities and its corresponding PRC subsidiary, each of the consolidated affiliated entities agrees to pay service fees to the relevant PRC subsidiary on a quarterly basis. For the years ended December 31, 2020, 2021 and 2022, the service fees paid by the consolidated affiliated entities to the PRC subsidiaries pursuant to the exclusive business cooperation agreements were RMB1,034.7 million, RMB433.6 million and RMB101.3 million (US$14.7 million), respectively. If there is any amount payable to relevant PRC subsidiaries under the contractual arrangements, the consolidated affiliated entities will settle the amount accordingly.
The following table is a summary of cash transfers that have occurred between our subsidiaries and the consolidated affiliated entities:
| For the Year Ended December 31, | ||||||||||||
| 2020 | 2021 | 2022 | ||||||||||
| (RMB in thousands) | ||||||||||||
| Cash paid by the consolidated affiliated entities to our subsidiaries under service agreements(1) |
(1,034,656 | ) | (433,609 | ) | (101,290 | ) | ||||||
| Cash paid by the consolidated affiliated entities to our subsidiaries as advance payments(1) |
(501,717 | ) | (466,227 | ) | (83 | ) | ||||||
| Cash received by the consolidated affiliated entities from our subsidiaries as advance payments(1) |
982 | 29,116 | 9,348 | |||||||||
| Net cash received/(paid) for intra-group centralized cash management activities by the consolidated affiliated entities to our subsidiaries for operating activities(1)(7) |
384,281 | 2,239,892 | (533,569 | ) | ||||||||
| Collection of loans by the consolidated affiliated entities from our subsidiaries for intra-group investing(2) |
4,813,732 | 1,064,669 | 158 | |||||||||
| Cash paid as loans by the consolidated affiliated entities to our subsidiaries for intra-group investing(3) |
(240,000 | ) | (500,000 | ) | — | |||||||
| Cash received by the consolidated affiliated entities from our subsidiaries for sale of intangible assets(4) |
— | — | 15,035 | |||||||||
| Cash paid by the consolidated affiliated entities from our subsidiaries for purchase of intangible assets(4) |
— | (15,023 | ) | — | ||||||||
| Net cash received/(paid) for intra-group centralized cash management activities by the consolidated affiliated entities to our subsidiaries for investing activities(4)(7) |
501,185 | (720,304 | ) | 549,231 | ||||||||
| Repayment of loans by the consolidated affiliated entities to our subsidiaries for intra-group financing(5) |
(9,031,546 | ) | (17,114,012 | ) | (10,755,583 | ) | ||||||
| Cash received as loans by the consolidated affiliated entities from our subsidiaries for intra-group financing(6) |
16,096,040 | 9,774,001 | 4,617,000 | |||||||||
Notes:
| (1) | Represents “Inter-company cash flow” under operating activities of the consolidated affiliated entities and consolidated affiliated entities’ subsidiaries as in the condensed consolidating schedule of cash flow data. |
| (2) | Represents “Receipts of repayments of the advances from consolidated entities” of the consolidated affiliated entities and consolidated affiliated entities’ subsidiaries as in the condensed consolidating schedule of cash flow data which represents the collection of loans by the consolidated affiliated entities and consolidated affiliated entities’ subsidiaries from consolidated entities. |
| (3) | Represents “Payment for advances to consolidated entities” of the consolidated affiliated entities and consolidated affiliated entities’ subsidiaries as in the condensed consolidating schedule of cash flow data which represents the cash paid as loans by the consolidated affiliated entities and consolidated affiliated entities’ subsidiaries to consolidated entities. |
| (4) | Represents “Inter-company cash flow” under investing activities of the consolidated affiliated entities and consolidated affiliated entities’ subsidiaries as in the condensed consolidating schedule of cash flow data. |
| (5) | Represents “Repayment for advances to consolidated entities” of the consolidated affiliated entities and consolidated affiliated entities’ subsidiaries as in the condensed consolidating schedule of cash flow data which represents the repayment of loans by the consolidated affiliated entities and consolidated affiliated entities’ subsidiaries to consolidated entities. |
| (6) | Represents “Receipts of advances from consolidated entities” of the consolidated affiliated entities and consolidated affiliated entities’ subsidiaries as in the condensed consolidating schedule of cash flow data which represents the cash received as loans by consolidated affiliated entities and consolidated affiliated entities’ subsidiaries from consolidated entities. |
| (7) | The centralized cash management activities involve a large number of high-frequency transactions, and the gross presentation is so large and does not reflect any substances of its economic activities, so it is presented on a net basis here. For the subsidiary of consolidated affiliated entity that purely operates the centralized cash management function, the relevant cash flows were recorded as operating activities while for other subsidiaries or consolidated affiliated entities and their subsidiaries that participate in the cash management function, the relevant cash flows were recognized as investment or financing activities. Due to frequent and short-term capital transactions, presenting them on a net basis is more practical. |
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For the years ended December 31, 2020, 2021 and 2022, no transfers of other assets, dividends or distributions were made between the holding company, our subsidiaries, and the consolidated affiliated entities.
On March 9, 2023, our board of directors approved a revised semi-annual cash dividend policy. Under the revised dividend policy, starting from 2023, we will declare and distribute a recurring cash dividend semi-annually in which the aggregate amount of the semi-annual dividend distributions for each year is equivalent to approximately 20% to 40% of our net profit in such fiscal year, or as otherwise authorized by the board of directors. The determination to make dividend distributions and the exact amount of such distributions in any particular semi-annual period will be based upon our operations and earnings, cash flow, financial condition, and other relevant factors, and subject to adjustment and determination by the board of directors. See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Dividend Policy.” For PRC and United States federal income tax considerations of an investment in our ADSs, see “Item 10. Additional Information—E. Taxation.”
On March 9, 2022, we announced a cash dividend of US$0.68 per ordinary share (US$0.34 per ADS) with a record date of April 8, 2022. On August 4, 2022, we announced a cash dividend of US$0.34 per ordinary share (US$0.17 per ADS) for the six-month period ended June 30, 2022 with a record date of October 13, 2022. On March 13, 2023, we announced a cash dividend of US$0.10 per ordinary share (US$0.05 per ADS) for the six-month period ended December 31, 2022 with a record date of April 7, 2023.
For the years ended December 31, 2020, 2021 and 2022, dividends made to U.S. investors were nil, nil and RMB7,628.6 million (US$1,106.0 million).
Under the current laws of the Cayman Islands, Lufax Holding Ltd is not subject to tax on income or capital gains. Payments of dividends to its shareholders are not subject to any Cayman Islands withholding tax. For purposes of illustration, the following discussion reflects the hypothetical taxes that might be required to be paid in China and Hong Kong, assuming that we have taxable earnings in the consolidated affiliated entities and we pay a dividend to shareholders of Lufax Holding Ltd:
| Taxation Scenario | ||||
| Statutory Tax and Standard | ||||
| Hypothetical pre-tax earnings in the consolidated affiliated entities(1) |
100.00 | % | ||
| Tax on earnings at statutory rate of 25% at the level of the wholly foreign-owned enterprise(2) |
(25.00 | )% | ||
| Net earnings available for distribution |
75.00 | % | ||
| Withholding tax at standard rate of 10%(3) |
(7.50 | )% | ||
| Net distributions to Lufax Holding Ltd/Shareholders |
67.50 | % | ||
Notes:
| (1) | For purposes of this example, the tax calculation has been simplified. The hypothetical book pre-tax earnings amount is assumed to equal Chinese taxable income. |
| (2) | Certain of our subsidiaries and consolidated affiliated entities qualify for a 15% preferential income tax rate in China. However, such rate is subject to qualification, is temporary in nature, and may not be available in a future period when distributions are paid. For purposes of this hypothetical example, the table above reflects a maximum tax scenario under which the full statutory rate would be effective. |
| (3) | The PRC Enterprise Income Tax Law imposes a withholding income tax of 10% on dividends distributed by a foreign invested enterprise to its immediate holding company outside of China. A lower withholding income tax rate of 5% is applied if the foreign invested enterprise’s immediate holding company is a tax resident in Hong Kong, subject to a qualification review at the time of the distribution. For purposes of this hypothetical example, the table above assumes a maximum tax scenario under which the full withholding tax would be applied. |
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The table above has been prepared under the assumption that all profits of the consolidated affiliated entities will be distributed as fees to our PRC subsidiaries under tax neutral contractual arrangements. If, in the future, the accumulated earnings of the consolidated affiliated entities exceed the service fees paid to our PRC subsidiaries (or if the current and contemplated fee structure between the intercompany entities is determined to be non-substantive and disallowed by Chinese tax authorities), the consolidated affiliated entities could make a non-deductible transfer to our PRC subsidiaries for the amounts of the stranded cash in the consolidated affiliated entities. This would result in such transfer being non-deductible expenses for the consolidated affiliated entities but still taxable income for the PRC subsidiaries. Such a transfer and the related tax burdens would reduce our after-tax income to approximately 50.6% of the pre-tax income. We believe that there is only a remote possibility that this scenario would happen.
Financial Information Related to the Consolidated Affiliated Entities
The following tables present the condensed consolidating schedule of financial position for the consolidated affiliated entities and other entities as of the dates presented.
Selected Condensed Consolidating Statements of Operations Information
| For the Year Ended December 31, 2022 | ||||||||||||||||||||||||
| Lufax Holding Ltd |
Subsidiaries That Are Not Primary Beneficiaries of Consolidated Affiliated Entities |
Primary Beneficiaries of Consolidated Affiliated Entities |
Consolidated Affiliated Entities and Consolidated Affiliated Entities’ Subsidiaries |
Elimination | Consolidated | |||||||||||||||||||
| (RMB in thousands) | ||||||||||||||||||||||||
| Technology platform-based income |
— | 27,456,609 | 1,256,039 | 505,784 | — | 29,218,432 | ||||||||||||||||||
| Net interest income |
— | 18,981,376 | — | — | — | 18,981,376 | ||||||||||||||||||
| Guarantee income |
— | 7,372,509 | — | — | — | 7,372,509 | ||||||||||||||||||
| Other income |
— | 1,180,841 | 56,403 | 760 | — | 1,238,004 | ||||||||||||||||||
| Investment income |
4,667 | 860,985 | 136,350 | 303,623 | — | 1,305,625 | ||||||||||||||||||
| Share of net profit/(loss) of investments accounted for using the equity method |
— |
|
— |
|
|
(218 |
) |
|
— |
|
|
— |
|
(218 | ) | |||||||||
| Inter-company revenues(1)(3) |
34,028 | (70,828 | ) | 2,656,042 | 156,029 | (2,775,271 | ) | — | ||||||||||||||||
| Income/(loss) from subsidiaries(2) |
10,683,088 | 163,230 | — | — | (10,846,318 | ) | — | |||||||||||||||||
| Loss of the consolidated affiliated entities |
— | — | (351,180 | ) | — | 351,180 | — | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total income |
10,721,783 | 55,944,722 | 3,753,436 | 966,196 | (13,270,409 | ) | 58,115,728 | |||||||||||||||||
| Operating expenses |
(113,983 | ) | (23,207,619 | ) | (3,419,557 | ) | (148,192 | ) | — | (26,889,351 | ) | |||||||||||||
| Credit impairment losses |
6,525 | (16,183,163 | ) | (44,963 | ) | (328,864 | ) | — | (16,550,465 | ) | ||||||||||||||
| Asset impairment losses |
— | (7,101 | ) | — | (420,007 | ) | — | (427,108 | ) | |||||||||||||||
| Finance costs |
(1,753,486 | ) | 546,691 | (73,922 | ) | 41,725 | — | (1,238,992 | ) | |||||||||||||||
| Other gains/(losses) – net |
(161,917 | ) | 36,186 | (34,050 | ) | 163,240 | — | 3,459 | ||||||||||||||||
| Inter-company expenses(1)(3) |
447 | (2,132,463 | ) | (66,242 | ) | (540,809 | ) | 2,739,067 | — | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total expenses |
(2,022,414 | ) | (40,947,469 | ) | (3,638,734 | ) | (1,232,907 | ) | 2,739,067 | (45,102,457 | ) | |||||||||||||
| Profit before income tax |
8,699,369 | 14,997,253 | 114,702 | (266,711 | ) | (10,531,342 | ) | 13,013,271 | ||||||||||||||||
| Less: Income tax expenses |
— | (4,160,102 | ) | 48,839 | (126,969 | ) | — | (4,238,232 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net profit for the year |
8,699,369 | 10,837,151 | 163,541 | (393,680 | ) | (10,531,342 | ) | 8,775,039 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net profit/(loss) attributable to: Owners of Lufax Holding Ltd |
8,699,369 |
|
10,683,088 |
|
|
163,541 |
|
|
(393,798 |
) |
|
(10,452,831 |
) |
8,699,369 | ||||||||||
| Non-controlling interests |
— | 154,063 | — | 118 | (78,511 | ) | 75,670 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| 8,699,369 | 10,837,151 | 163,541 | (393,680 | ) | (10,531,342 | ) | 8,775,039 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
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| For the Year Ended December 31, 2021 | ||||||||||||||||||||||||
| Lufax Holding Ltd |
Subsidiaries That Are Not Primary Beneficiaries of Consolidated Affiliated Entities |
Primary Beneficiaries of Consolidated Affiliated Entities |
Consolidated Affiliated Entities and Consolidated Affiliated Entities’ Subsidiaries |
Elimination | Consolidated | |||||||||||||||||||
| (RMB in thousands) | ||||||||||||||||||||||||
| Technology platform-based income(i) |
— | 36,018,357 | 917,668 | 1,358,292 | — | 38,294,317 | ||||||||||||||||||
| Net interest income |
— | 14,174,231 | — | — | — | 14,174,231 | ||||||||||||||||||
| Guarantee income |
— | 4,370,342 | — | — | — | 4,370,342 | ||||||||||||||||||
| Other income |
— | 3,860,371 | 5,925 | 9,111 | — | 3,875,407 | ||||||||||||||||||
| Investment income |
2,289 | 712,174 | 215,380 | 221,910 | — | 1,151,753 | ||||||||||||||||||
| Share of net profit of investments accounted for using the equity method |
— | — | (3,428 | ) | (27,715 | ) | — | (31,143 | ) | |||||||||||||||
| Inter-company revenues(1)(3) |
57,717 | 320,693 | 2,442,604 | 5,249 | (2,826,263 | ) | — | |||||||||||||||||
| Income/(loss) from subsidiaries(2) |
18,035,463 | (511,184 | ) | — | — | (17,524,279 | ) | — | ||||||||||||||||
| Loss of the consolidated affiliated entities |
— | — | (604,442 | ) | — | 604,442 | — | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total income |
18,095,469 | 58,944,984 | 2,973,707 | 1,566,847 | (19,746,100 | ) | 61,834,907 | |||||||||||||||||
| Operating expenses |
(113,056 | ) | (26,446,062 | ) | (3,303,952 | ) | (330,914 | ) | — | (30,193,984 | ) | |||||||||||||
| Credit impairment losses |
49 | (6,315,341 | ) | (10,901 | ) | (317,534 | ) | — | (6,643,727 | ) | ||||||||||||||
| Asset impairment losses |
— | (814,558 | ) | (283,809 | ) | (2,515 | ) | — | (1,100,882 | ) | ||||||||||||||
| Finance costs |
(1,380,292 | ) | 360,141 | (90,530 | ) | 115,166 | — | (995,515 | ) | |||||||||||||||
| Other gains/(losses) – net |
197,807 | 267,902 | 32,137 | 1,533 | — | 499,379 | ||||||||||||||||||
| Inter-company expenses(1)(3) |
6,916 | (1,703,489 | ) | 11,700 | (1,422,021 | ) | 3,106,894 | — | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total expenses |
(1,288,576 | ) | (34,651,407 | ) | (3,645,355 | ) | (1,956,285 | ) | 3,106,894 | (38,434,729 | ) | |||||||||||||
| Profit before income tax |
16,806,893 | 24,293,577 | (671,648 | ) | (389,438 | ) | (16,639,206 | ) | 23,400,178 | |||||||||||||||
| Less: Income tax expenses |
(2,513 | ) | (6,496,596 | ) | 65,495 | (257,504 | ) | — | (6,691,118 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net profit for the year |
16,804,380 | 17,796,981 | (606,153 | ) | (646,942 | ) | (16,639,206 | ) | 16,709,060 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net profit/(loss) attributable to: Owners of Lufax Holding Ltd |
16,804,380 | 18,035,463 | (606,153 | ) | (646,942 | ) | (16,782,368 | ) | 16,804,380 | |||||||||||||||
| Non-controlling interests |
— | (238,482 | ) | — | — | 143,162 | (95,320 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| 16,804,380 | 17,796,981 | (606,153 | ) | (646,942 | ) | (16,639,206 | ) | 16,709,060 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Note:
| (i) | Starting from 2022, we report technology platform-based income in two categories—retail credit and enablement service fees and other technology platform-based income, to provide more relevant information. We also revised the comparative period presentation to conform to current period classification. |
16
Table of Contents
| For the Year Ended December 31, 2020 | ||||||||||||||||||||||||
| Lufax Holding Ltd |
Subsidiaries That Are Not Primary Beneficiaries of Consolidated Affiliated Entities |
Primary Beneficiaries of Consolidated Affiliated Entities |
Consolidated Affiliated Entities and Consolidated Affiliated Entities’ Subsidiaries |
Elimination | Consolidated | |||||||||||||||||||
| (RMB in thousands) | ||||||||||||||||||||||||
| Technology platform-based income(i): |
— | 39,522,943 | 316,584 | 1,382,315 | — | 41,221,842 | ||||||||||||||||||
| Net interest income |
— | 7,750,460 | — | — | — | 7,750,460 | ||||||||||||||||||
| Guarantee income |
— | 601,644 | — | — | — | 601,644 | ||||||||||||||||||
| Other income |
— | 1,510,914 | — | 6,128 | — | 1,517,042 | ||||||||||||||||||
| Investment income |
— | 573,389 | 125,069 | 241,441 | — | 939,899 | ||||||||||||||||||
| Share of net profit of investments accounted for using the equity method |
— | — | 2,594 | 12,243 | — | 14,837 | ||||||||||||||||||
| Inter-company revenues(1)(3) |
113,793 | 185,087 | 783,678 | (70,159 | ) | (1,012,399 | ) | — | ||||||||||||||||
| Income/(loss) from subsidiaries(2) |
15,149,508 | (326,178 | ) | — | — | (14,823,330 | ) | — | ||||||||||||||||
| Loss of the consolidated affiliated entities |
— | — | (99,616 | ) | — | 99,616 | — | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total income |
15,263,301 | 49,818,259 | 1,128,309 | 1,571,968 | (15,736,113 | ) | 52,045,724 | |||||||||||||||||
| Operating expenses |
(91,233 | ) | (26,185,153 | ) | (1,860,502 | ) | (475,591 | ) | — | (28,612,479 | ) | |||||||||||||
| Credit impairment losses |
3,555 | (2,988,319 | ) | (2,718 | ) | (47,706 | ) | — | (3,035,188 | ) | ||||||||||||||
| Asset impairment losses |
— | (7,168 | ) | — | — | — | (7,168 | ) | ||||||||||||||||
| Finance costs |
(2,901,518 | ) | 84,426 | (21,624 | ) | (26,938 | ) | — | (2,865,654 | ) | ||||||||||||||
| Other gains/(losses) – net |
75,968 | 298,868 | 16,522 | (7,088 | ) | — | 384,270 | |||||||||||||||||
| Inter-company expenses(1)(3) |
4,041 | (587,644 | ) | (30,888 | ) | (1,012,435 | ) | 1,626,926 | — | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total expenses |
(2,909,187 | ) | (29,384,990 | ) | (1,899,210 | ) | (1,569,758 | ) | 1,626,926 | (34,136,219 | ) | |||||||||||||
| Profit before income tax |
12,354,114 | 20,433,269 | (770,901 | ) | 2,210 | (14,109,187 | ) | 17,909,505 | ||||||||||||||||
| Less: Income tax expenses |
— | (5,460,047 | ) | (28,892 | ) | (144,326 | ) | — | (5,633,265 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net profit for the year |
12,354,114 | 14,973,222 | (799,793 | ) | (142,116 | ) | (14,109,187 | ) | 12,276,240 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net profit/(loss) attributable to: Owners of Lufax Holding Ltd |
12,354,114 | 15,149,508 | (799,793 | ) | (142,116 | ) | (14,207,599 | ) | 12,354,114 | |||||||||||||||
| Non-controlling interests |
— | (176,286 | ) | — | — | 98,412 | (77,874 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| 12,354,114 | 14,973,222 | (799,793 | ) | (142,116 | ) | (14,109,187 | ) | 12,276,240 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Note:
| (i) | Starting from 2022, we report technology platform-based income in two categories—retail credit and enablement service fees and other technology platform-based income, to provide more relevant information. We also revised the comparative period presentation to conform to current period classification. |
17
Table of Contents
Selected Condensed Consolidating Balance Sheets Information
| As of December 31, 2022 | ||||||||||||||||||||||||
| Lufax Holding Ltd |
Subsidiaries That Are Not Primary Beneficiaries of Consolidated Affiliated Entities |
Primary Beneficiaries of Consolidated Affiliated Entities |
Consolidated Affiliated Entities and Consolidated Affiliated Entities’ Subsidiaries |
Elimination | Consolidated | |||||||||||||||||||
| (RMB in thousands) | ||||||||||||||||||||||||
| ASSETS |
||||||||||||||||||||||||
| Cash at bank |
1,644,302 | 39,262,021 | 526,040 | 2,449,764 | — | 43,882,127 | ||||||||||||||||||
| Restricted cash |
— | 25,975,201 | — | 533,430 | — | 26,508,631 | ||||||||||||||||||
| Financial assets at fair value through profit or loss |
767,636 | 23,950,065 | 39,097 | 4,332,649 | — | 29,089,447 | ||||||||||||||||||
| Financial assets at amortized cost |
6,814 | 528,331 | 1,629,734 | 2,551,569 | — | 4,716,448 | ||||||||||||||||||
| Accounts and other receivables and contract assets |
925,798 | 12,246,665 | 1,013,976 | 1,571,696 | — | 15,758,135 | ||||||||||||||||||
| Loans to customers |
— | 211,446,645 | — | — | — | 211,446,645 | ||||||||||||||||||
| Investments accounted for using the equity method |
— | — | 39,271 | — | — | 39,271 | ||||||||||||||||||
| Investment in subsidiaries(2)(6) |
106,288,653 | 9,754,538 | — | — | (116,043,191 | ) | — | |||||||||||||||||
| Net assets of the consolidated affiliated entities |
— | — | (967,425 | ) | — | 967,425 | — | |||||||||||||||||
| Assets arising from intra-group transactions(1) |
— | 3,702 | 110,117 | 10,328 | (124,147 | ) | — | |||||||||||||||||
| Amounts due from consolidated entities(4) |
850,333 | 5,141,170 | 9,866,828 | 2,412,424 | (18,270,755 | ) | — | |||||||||||||||||
| Other assets(5) |
— | 17,139,782 | 397,099 | 285,222 | — | 17,822,103 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total assets |
110,483,536 | 345,448,120 | 12,654,737 | 14,147,082 | (133,470,668 | ) | 349,262,807 | |||||||||||||||||
| LIABILITIES |
||||||||||||||||||||||||
| Payable to platform investors |
— | 185,561 | — | 1,383,806 | — | 1,569,367 | ||||||||||||||||||
| Borrowings |
136,014 | 35,344,846 | 1,434,653 | — | — | 36,915,513 | ||||||||||||||||||
| Bond payable |
— | 2,143,348 | — | — | — | 2,143,348 | ||||||||||||||||||
| Accounts and other payables and contract liabilities |
3,802,566 | 7,336,063 | 352,711 | 707,314 | — | 12,198,654 | ||||||||||||||||||
| Payable to investors of consolidated structured entities |
— | 177,105,210 | — | 42,516 | — | 177,147,726 | ||||||||||||||||||
| Convertible promissory note payable |
5,164,139 | — | — | — | — | 5,164,139 | ||||||||||||||||||
| Optionally convertible promissory notes |
8,142,908 | — | — | — | — | 8,142,908 | ||||||||||||||||||
| Amounts due to consolidated entities(4) |
4,117 | 3,012,166 | 629,106 | 14,625,366 | (18,270,755 | ) | — | |||||||||||||||||
| Other liabilities(5) |
43,946 | 10,496,140 | 462,140 | 192,251 | — | 11,194,477 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total liabilities |
17,293,690 | 235,623,334 | 2,878,610 | 16,951,253 | (18,270,755 | ) | 254,476,132 | |||||||||||||||||
| EQUITY |
||||||||||||||||||||||||
| Total equity attributable to owners of the company(1) |
93,189,846 | 106,288,653 | 9,776,127 | (2,805,289 | ) | (113,259,491 | ) | 93,189,846 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Non-controlling interests(6) |
— | 3,536,133 | — | 1,118 | (1,940,422 | ) | 1,596,829 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total equity |
93,189,846 | 109,824,786 | 9,776,127 | (2,804,171 | ) | (115,199,913 | ) | 94,786,675 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total liabilities and equity |
110,483,536 | 345,448,120 | 12,654,737 | 14,147,082 | (133,470,668 | ) | 349,262,807 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
18
Table of Contents
| As of December 31, 2021 | ||||||||||||||||||||||||
| Lufax Holding Ltd |
Subsidiaries That Are Not Primary Beneficiaries of Consolidated Affiliated Entities |
Primary Beneficiaries of Consolidated Affiliated Entities |
Consolidated Affiliated Entities and Consolidated Affiliated Entities’ Subsidiaries |
Elimination | Consolidated | |||||||||||||||||||
| (RMB in thousands) | ||||||||||||||||||||||||
| ASSETS |
||||||||||||||||||||||||
| Cash at bank |
1,813,616 | 32,000,349 | 24,862 | 904,361 | — | 34,743,188 | ||||||||||||||||||
| Restricted cash |
— | 28,752,100 | — | 1,701,439 | — | 30,453,539 | ||||||||||||||||||
| Financial assets at fair value through profit or loss |
383,888 | 21,470,668 | 112,163 | 9,056,492 | — | 31,023,211 | ||||||||||||||||||
| Financial assets at amortized cost |
— | 1,202,102 | 1,219,883 | 1,362,628 | — | 3,784,613 | ||||||||||||||||||
| Accounts and other receivables and contract assets |
991,591 | 18,968,842 | 549,617 | 1,834,723 | — | 22,344,773 | ||||||||||||||||||
| Loans to customers |
— | 214,972,110 | — | — | — | 214,972,110 | ||||||||||||||||||
| Investments accounted for using the equity method |
— | — | 39,489 | 420,007 | — | 459,496 | ||||||||||||||||||
| Investment in subsidiaries(2)(6) |
95,872,302 | 9,584,513 | — | — | (105,456,815 | ) | — | |||||||||||||||||
| Net assets of the consolidated affiliated entities |
— | — | (660,588 | ) | — | 660,588 | — | |||||||||||||||||
| Assets arising from intra-group transactions(1) |
— | 9,925 | 152,489 | 3,911 | (166,325 | ) | — | |||||||||||||||||
| Amounts due from consolidated entities(4) |
12,496,694 | 10,716,718 | 13,353,329 | 535,200 | (37,101,941 | ) | — | |||||||||||||||||
| Other assets(5) |
— | 16,383,267 | 366,216 | 5,903,073 | — | 22,652,556 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total assets |
111,558,091 | 354,060,594 | 15,157,460 | 21,721,834 | (142,064,493 | ) | 360,433,486 | |||||||||||||||||
| LIABILITIES |
||||||||||||||||||||||||
| Payable to platform investors |
— | 106,247 | — | 2,641,644 | — | 2,747,891 | ||||||||||||||||||
| Borrowings |
319,926 | 22,017,940 | 3,171,769 | 417,782 | — | 25,927,417 | ||||||||||||||||||
| Accounts and other payables and contract liabilities |
73,968 | 7,213,233 | 739,400 | 787,654 | — | 8,814,255 | ||||||||||||||||||
| Payable to investors of consolidated structured entities |
— | 195,401,380 | — | 44,760 | — | 195,446,140 | ||||||||||||||||||
| Convertible promissory note payable |
10,669,498 | — | — | — | — | 10,669,498 | ||||||||||||||||||
| Optionally convertible promissory notes |
7,405,103 | — | — | — | — | 7,405,103 | ||||||||||||||||||
| Amounts due to consolidated entities(4) |
960 | 16,126,075 | 1,147,772 | 19,827,134 | (37,101,941 | ) | — | |||||||||||||||||
| Other liabilities(5) |
34,941 | 13,957,426 | 489,348 | 382,264 | — | 14,863,979 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total liabilities |
18,504,396 | 254,822,301 | 5,548,289 | 24,101,238 | (37,101,941 | ) | 265,874,283 | |||||||||||||||||
| EQUITY |
||||||||||||||||||||||||
| Total equity attributable to owners of the company(1) |
93,053,695 | 95,872,302 | 9,609,171 | (2,380,404 | ) | (103,101,069 | ) | 93,053,695 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Non-controlling interests(6) |
— | 3,365,991 | — | 1,000 | (1,861,483 | ) | 1,505,508 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total equity |
93,053,695 | 99,238,293 | 9,609,171 | (2,379,404 | ) | (104,962,552 | ) | 94,559,203 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total liabilities and equity |
111,558,091 | 354,060,594 | 15,157,460 | 21,721,834 | (142,064,493 | ) | 360,433,486 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
19
Table of Contents
Selected Condensed Consolidating Cash Flows Information
| For the Year Ended December 31, 2022 | ||||||||||||||||||||||||
| Lufax Holding Ltd |
Subsidiaries That Are Not Primary Beneficiaries of Consolidated Affiliated Entities |
Primary Beneficiaries of Consolidated Affiliated Entities |
Consolidated Affiliated Entities and Consolidated Affiliated Entities’ Subsidiaries |
Elimination | Consolidated | |||||||||||||||||||
| (RMB in thousand) | ||||||||||||||||||||||||
| Cash flows from operating activities |
||||||||||||||||||||||||
| Inter-company cash flow (3)(7) |
— | (837,108 | ) | 55,488 | (625,594 | ) | 1,407,214 | — | ||||||||||||||||
| Reclassification (8) |
— | — | — | 1,487,448 | (1,487,448 | ) | — | |||||||||||||||||
| Other operating activities |
166,134 | 6,000,987 | (795,511 | ) | (916,309 | ) | — | 4,455,301 | ||||||||||||||||
| Net cash (used in)/generated from operating activities |
166,134 | 5,163,879 | (740,023 | ) | (54,455 | ) | (80,234 | ) | 4,455,301 | |||||||||||||||
| Cash flows from investing activities |
||||||||||||||||||||||||
| Inter-company cash flow (7) |
— | (108,890 | ) | (45,083 | ) | 564,266 | (410,293 | ) | — | |||||||||||||||
| Reclassification (8) |
— | — | — | (1,487,448 | ) | 1,487,448 | — | |||||||||||||||||
| Payment for advances to consolidated entities |
(160,000 | ) | (4,617,000 | ) | — | — | 4,777,000 | — | ||||||||||||||||
| Receipts of repayments of the advances and capital return from consolidated entities |
12,450,046 | 10,135,729 | 3,861,461 | 158 | (26,447,394 | ) | — | |||||||||||||||||
| Proceeds and interest from sale of investment assets |
419,538 | 89,438,697 | 1,668,394 | 9,229,963 | — | 100,756,592 | ||||||||||||||||||
| Payment for acquisition of investment assets |
(764,885 | ) | (89,491,629 | ) | (1,801,200 | ) | (5,675,189 | ) | — | (97,732,903 | ) | |||||||||||||
| Other investing activities |
— | (119,372 | ) | (583 | ) | 5,543,944 | — | 5,423,989 | ||||||||||||||||
| Net cash generated from/(used in) investing activities |
11,944,699 | 5,237,535 | 3,682,989 | 8,175,694 | (20,593,239 | ) | 8,447,678 | |||||||||||||||||
| Cash flows from financing activities |
||||||||||||||||||||||||
| Inter-company cash flow (7) |
— | 996,921 | — | — | (996,921 | ) | — | |||||||||||||||||
| Repayment for advances and capital return to consolidated entities |
— | (15,084,790 | ) | (607,021 | ) | (10,755,583 | ) | 26,447,394 | — | |||||||||||||||
| Receipts of advances from consolidated entities |
— | 160,000 | — | 4,617,000 | (4,777,000 | ) | — | |||||||||||||||||
| Proceeds from issuance of shares and other equity securities |
— | 15,938 | — | — | — | 15,938 | ||||||||||||||||||
| Proceeds from exercise of share-based payment |
95,911 | — | — | — | — | 95,911 | ||||||||||||||||||
| Proceeds from borrowings |
134,228 | 8,822,110 | 90,000 | — | — | 9,046,338 | ||||||||||||||||||
| Repayment of interest expenses and borrowings |
(12,460,570 | ) | (3,685,647 | ) | (1,890,327 | ) | (436,274 | ) | — | (18,472,818 | ) | |||||||||||||
| Payment for repurchase of ordinary shares |
— | — | — | — | — | — | ||||||||||||||||||
| Other financing activities |
— | (577,973 | ) | (25,199 | ) | (1,000 | ) | — | (604,172 | ) | ||||||||||||||
| Net cash (used in)/generated from financing activities |
(12,230,431 | ) | (9,353,441 | ) | (2,432,547 | ) | (6,575,857 | ) | 20,673,473 | (9,918,803 | ) | |||||||||||||
20
Table of Contents
| For the Year Ended December 31, 2021 | ||||||||||||||||||||||||
| Lufax Holding Ltd |
Subsidiaries That Are Not Primary Beneficiaries of Consolidated Affiliated Entities |
Primary Beneficiaries of Consolidated Affiliated Entities |
Consolidated Affiliated Entities and Consolidated Affiliated Entities’ Subsidiaries |
Elimination | Consolidated | |||||||||||||||||||
| (RMB in thousand) | ||||||||||||||||||||||||
| Cash flows from operating activities |
||||||||||||||||||||||||
| Inter-company cash flow (3)(7) |
— | 920,254 | (314,385 | ) | 1,369,172 | (1,975,041 | ) | — | ||||||||||||||||
| Reclassification (8) |
— | — | — | 327,497 | (327,497 | ) | — | |||||||||||||||||
| Other operating activities |
(105,253 | ) | 5,515,423 | 230,532 | (653,230 | ) | — | 4,987,472 | ||||||||||||||||
| Net cash (used in)/generated from operating activities |
(105,253 | ) | 6,435,677 | (83,853 | ) | 1,043,439 | (2,302,538 | ) | 4,987,472 | |||||||||||||||
| Cash flows from investing activities |
||||||||||||||||||||||||
| Inter-company cash flow (7) |
— | (157,536 | ) | (1,085,232 | ) | (735,327 | ) | 1,978,095 | — | |||||||||||||||
| Reclassification (8) |
— | — | — | (327,497 | ) | 327,497 | — | |||||||||||||||||
| Capital contribution to consolidated entities |
(109,635 | ) | — | — | — | 109,635 | — | |||||||||||||||||
| Payment for advances to consolidated entities |
(3,689,678 | ) | (9,474,627 | ) | (2,800,000 | ) | (500,000 | ) | 16,464,305 | — | ||||||||||||||
| Receipts of repayments of the advances from consolidated entities |
7,249,502 | 16,407,898 | 706,741 | 1,064,669 | (25,428,810 | ) | — | |||||||||||||||||
| Proceeds and interest from sale of investment assets |
6,522 | 111,524,589 | 1,720,840 | 20,633,784 | — | 133,885,735 | ||||||||||||||||||
| Payment for acquisition of investment assets |
(383,798 | ) | (116,771,357 | ) | (1,996,000 | ) | (9,440,542 | ) | — | (128,591,697 | ) | |||||||||||||
| Other investing activities |
— | (130,716 | ) | (22,656 | ) | (4,826,844 | ) | — | (4,980,216 | ) | ||||||||||||||
| Net cash generated from/(used in) investing activities |
3,072,913 | 1,398,251 | (3,476,307 | ) | 5,868,243 | (6,549,278 | ) | 313,822 | ||||||||||||||||
| Cash flows from financing activities |
||||||||||||||||||||||||
| Inter-company cash flow (7) |
— | — | 3,054 | — | (3,054 | ) | — | |||||||||||||||||
| Capital contribution from consolidated entities |
— | 109,635 | — | — | (109,635 | ) | — | |||||||||||||||||
| Repayment for advances to consolidated entities |
— | (7,222,326 | ) | (1,092,472 | ) | (17,114,012 | ) | 25,428,810 | — | |||||||||||||||
| Receipts of advances from consolidated entities |
— | 6,190,304 | 500,000 | 9,774,001 | (16,464,305 | ) | — | |||||||||||||||||
| Proceeds from issuance of shares and other equity securities |
— | 22,333 | — | — | — | 22,333 | ||||||||||||||||||
| Proceeds from exercise of share-based payment |
43,456 | — | — | — | — | 43,456 | ||||||||||||||||||
| Proceeds from borrowings |
319,535 | 3,197,000 | 3,173,900 | 572,000 | — | 7,262,435 | ||||||||||||||||||
| Repayment of interest expenses and borrowings |
(925,233 | ) | (635,029 | ) | (444,760 | ) | (664,880 | ) | — | (2,669,902 | ) | |||||||||||||
| Payment for repurchase of ordinary shares |
(6,438,455 | ) | — | — | — | — | (6,438,455 | ) | ||||||||||||||||
| Other financing activities |
(1,131 | ) | (619,797 | ) | (46,493 | ) | (474 | ) | — | (667,895 | ) | |||||||||||||
| Net cash (used in)/generated from financing activities |
(7,001,828 | ) | 1,042,120 | 2,093,229 | (7,433,365 | ) | 8,851,816 | (2,448,028 | ) | |||||||||||||||
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| For the Year Ended December 31, 2020 | ||||||||||||||||||||||||
| Lufax Holding Ltd |
Subsidiaries That Are Not Primary Beneficiaries of Consolidated Affiliated Entities |
Primary Beneficiaries of Consolidated Affiliated Entities |
Consolidated Affiliated Entities and Consolidated Affiliated Entities’ Subsidiaries |
Elimination | Consolidated | |||||||||||||||||||
| (RMB in thousand) | ||||||||||||||||||||||||
| Cash flows from operating activities |
||||||||||||||||||||||||
| Inter-company cash flow(3)(7) |
— | (809,615 | ) | 1,133,480 | (1,151,110 | ) | 827,245 | — | ||||||||||||||||
| Other operating activities |
(98,869 | ) | 8,687,386 | (3,302,903 | ) | 1,835,668 | — | 7,121,282 | ||||||||||||||||
| Net cash (used in)/generated from operating activities |
(98,869 | ) | 7,877,771 | (2,169,423 | ) | 684,558 | 827,245 | 7,121,282 | ||||||||||||||||
| Cash flows from investing activities |
||||||||||||||||||||||||
| Inter-company cash flow(7) |
— | 124,906 | 201,154 | 501,185 | (827,245 | ) | — | |||||||||||||||||
| Capital contribution to consolidated entities |
(1,898,193 | ) | (1,788,549 | ) | — | — | 3,686,742 | — | ||||||||||||||||
| Payment for advances to consolidated entities |
(9,456,072 | ) | (17,182,316 | ) | (80,000 | ) | (240,000 | ) | 26,958,388 | — | ||||||||||||||
| Receipts of repayments of the advances from consolidated entities |
2,374,680 | 5,560,388 | 1,254,800 | 4,813,732 | (14,003,600 | ) | — | |||||||||||||||||
| Proceeds and interest from sale of investment assets |
1,875 | 130,041,066 | 5,978,563 | 16,449,825 | — | 152,471,329 | ||||||||||||||||||
| Payment for acquisition of investment assets |
— | (133,050,666 | ) | (5,078,510 | ) | (28,402,132 | ) | — | (166,531,308 | ) | ||||||||||||||
| Other investing activities |
— | (160,782 | ) | (85,673 | ) | (697,316 | ) | — | (943,771 | ) | ||||||||||||||
| Net cash generated from/(used in) investing activities |
(8,977,710 | ) | (16,455,953 | ) | 2,190,334 | (7,574,706 | ) | 15,814,285 | (15,003,750 | ) | ||||||||||||||
| Cash flows from financing activities |
||||||||||||||||||||||||
| Capital contribution from consolidated entities |
— | 1,897,472 | 1,789,270 | — | (3,686,742 | ) | — | |||||||||||||||||
| Repayment for advances to consolidated entities |
— | (3,514,357 | ) | (1,457,697 | ) | (9,031,546 | ) | 14,003,600 | — | |||||||||||||||
| Receipts of advances from consolidated entities |
— | 9,696,073 | 1,166,275 | 16,096,040 | (26,958,388 | ) | — | |||||||||||||||||
| Proceeds from issuance of shares and other equity securities |
17,343,739 | 1,564,253 | — | — | — | 18,907,992 | ||||||||||||||||||
| Proceeds from borrowings |
— | 9,594,528 | 463,909 | 531,162 | — | 10,589,599 | ||||||||||||||||||
| Repayment of interest expenses and borrowings |
(2,162,653 | ) | (713,149 | ) | (875,332 | ) | (275,959 | ) | — | (4,027,093 | ) | |||||||||||||
| Other financing activities |
(4,745 | ) | (591,830 | ) | — | — | — | (596,575 | ) | |||||||||||||||
| Net cash (used in)/generated from financing activities |
15,176,341 | 17,932,990 | 1,086,425 | 7,319,697 | (16,641,530 | ) | 24,873,923 | |||||||||||||||||
Notes:
| (1) | This represents the elimination of intercompany transactions among Lufax Holding Ltd, subsidiaries that are not primary beneficiaries of consolidated affiliated entities, the primary beneficiaries of consolidated affiliated entities, and consolidated affiliated entities and consolidated affiliated entities’ subsidiaries, including the elimination of the unrealized profit from inter-company platform service provided and inter-company transfer of assets. |
| (2) | This represents the elimination of the investment among Lufax Holding Ltd, subsidiaries that are not the primary beneficiaries of consolidated affiliated entities, the primary beneficiaries of consolidated affiliated entities. |
| (3) | Intercompany revenues between consolidated affiliated entities and consolidated affiliated entities’ subsidiaries and the primary beneficiaries of consolidated affiliated entities. |
Primary Beneficiaries of Consolidated Affiliated Entities provide technical and consulting service and provide advances to consolidated affiliated entities to operate their business, the primary beneficiaries of consolidated affiliated entities charged service in the amounts of RMB717.7 million, RMB979.5 million and RMB351.6 million, and charged finance cost in the amounts of RMB287.9 million, RMB390.6 million and RMB124.8 million, from consolidated affiliated entities and consolidated affiliated entities’ subsidiaries for the years ended December 31, 2020, 2021 and 2022, respectively.
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For the years ended December 31, 2020, 2021 and 2022, cash paid by consolidated affiliated entities and consolidated affiliated entities’ subsidiaries to the primary beneficiaries of consolidated affiliated entities for technical and consulting service fee were RMB1,034.7 million, RMB433.6 million and RMB101.3 million, respectively.
| (4) | This represents the elimination of intercompany balances among Lufax Holding Ltd, subsidiaries that are not primary beneficiaries of consolidated affiliated entities, the primary beneficiaries of consolidated affiliated entities, and consolidated affiliated entities and consolidated affiliated entities’ subsidiaries. |
| (5) | This represents other total immaterial assets or liabilities of each component. |
| (6) | In April 2020, one subsidiary of Lufax Holding Ltd included in the “subsidiaries that are not primary beneficiaries of consolidated affiliated entities” column in the above schedules, two subsidiaries included as “primary beneficiaries of consolidated affiliated entities” and Ping An Group entered into a joint investment of the establishment of Ping An Consumer Finance Co., Ltd., or Consumer Finance. After the investment, our company as a whole was able to control Consumer Finance. The shareholding ratio between the subsidiary included in the “subsidiaries that are not primary beneficiaries of consolidated affiliated entities” column and the other two subsidiaries included as “primary beneficiaries of consolidated affiliated entities” was 28%, 27% and 15% as of December 31, 2022. In this consolidated affiliated entity consolidating schedule, Consumer Finance’s financial information was recorded in the “subsidiaries that are not primary beneficiaries of consolidated affiliated entities” column. The three subsidiaries applied equity method in accounting for their investments in Consumer Finance. Each of the three subsidiaries has significant influence but not control over Consumer Finance. Total assets for Consumer Finance was RMB5,188.6 million, RMB18,484.7 million and RMB34,774.7 million as of December 31, 2020, 2021 and 2022. Total liabilities for Consumer Finance was RMB419.1 million, RMB14,052.6 million and RMB30,154.7 million as of December 31, 2020, 2021 and 2022. Investments in Consumer Finance included in “primary beneficiaries of consolidated affiliated entities” was RMB 2,003 million, RMB 1,861 million and RMB1,940 million as of December 31, 2020, 2021 and 2022. |
| (7) | This represents the elimination of intercompany transactions, besides capital contribution, loans and borrowings among subsidiaries that are not primary beneficiaries of consolidated affiliated entities, the primary beneficiaries of consolidated affiliated entities, consolidated affiliated entities and consolidated affiliated entities’ subsidiaries, including offsetting the cash flows for intra-group centralized cash management activities. For the subsidiary of consolidated affiliate entity that purely operates the centralized cash management function, the relevant cash flows were recorded as operating activities while for other subsidiaries or consolidated affiliated entities that participate in the cash management function, the relevant cash flows were recognized as investment or financing activities. |
| (8) | This represents the reclassification of certain cash flows that were considered as investing activities in the financial statements of consolidated affiliated entities and consolidated affiliated entities’ subsidiaries and as operating activities in the consolidated financial statements. |
| A. | Selected Financial Data |
Not applicable.
| B. | Capitalization and Indebtedness |
Not applicable.
| C. | Reasons for the Offer and Use of Proceeds |
Not applicable.
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| D. | Risk Factors |
Risks Relating to Our Business and Industry
Our industry is rapidly changing, and our business has evolved significantly in recent years, which makes it difficult to evaluate our future prospects.
We operate in China’s SBO financial services industry, which is rapidly changing and may not develop as we anticipate. The regulatory framework governing the SBO financial services industry continues to develop rapidly and is expected to remain uncertain for the foreseeable future. In addition, our business and business model have evolved significantly in recent years. As this industry and our business continue to develop, we may further modify our business model, services and solutions. These modifications may not achieve the expected results and may have a material and adverse impact on our financial condition and results of operations.
You should consider our business and future prospects in light of the risks and challenges we may encounter in this rapidly changing industry, including our ability to:
| • | improve our financial performance; |
| • | attract and retain small business owners and other borrowers; |
| • | navigate a complex and evolving regulatory environment; |
| • | continue to develop, maintain and scale our mobile apps; |
| • | convince prospective borrowers, users and partners of the value of products and services on our mobile apps; |
| • | increase our market share and offer personalized and competitive services; |
| • | offer or maintain attractive fees while driving the growth and profitability of our business; |
| • | develop sufficient, diversified, sustainable, cost-efficient and reputable institutional funding partners; |
| • | source third-party credit enhancement at commercially attractive prices, or grow our balance sheet to support our financing guarantee business, to meet the demands of our funding partners; |
| • | continue to develop and improve the effectiveness, accuracy and efficiency of our proprietary credit assessment and risk management technology; |
| • | improve our operational efficiency and maintain profitability; |
| • | enhance our technology infrastructure to support the growth of our business, maintain the security of our system and the confidentiality of the information provided and utilized across our system; |
| • | effectively maintain, upgrade and scale our financial and risk management controls and procedures; |
| • | defend ourselves against legal proceedings and regulatory actions, such as claims against us relating to our sales and collection efforts, fee structures, employee and third-party misconduct, intellectual property, cybersecurity or privacy; |
| • | operate without being adversely affected by negative publicity about our industry in general and our company in particular, including baseless or ill-intentioned negative publicity; and |
| • | navigate fluctuations in economic conditions. |
If we fail to address any or all of these risks and challenges, our business may be materially and adversely affected.
Our business may continue to be materially and adversely affected by the effects of the COVID-19 pandemic in China, and changes we have made to our business may not be successful in dealing with the effects or the after-effects of the pandemic.
Beginning in 2020, outbreaks of COVID-19 resulted in the temporary closure of many corporate offices, retail stores, and manufacturing facilities across China. Normal economic life throughout China was sharply curtailed. We took a series of measures to protect our employees, including temporarily closing our offices, facilitating remote working arrangements for our employees, including our collection staff, and canceling business meetings and travels. The operations of some of our business partners and service providers were also constrained and impacted. The population in most of the major cities was locked down to a greater or lesser extent at various times and opportunities for discretionary consumption were extremely limited. These events have contributed to the steady rise in loan delinquency for loans we enabled in 2020, 2021 and 2022.
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China began to modify its zero-COVID policy at the end of 2022, which seems to have prompted a considerable degree of uncertainties about the economic and market outlook. Thus, we have to be prepared for the possibility for a wide range of possible outcomes, some of which could be highly unfavorable to our business. There is still uncertainty as to the future impact of the virus, especially in light of this change in policy. The extent to which the pandemic impacts our results of operations going forward will depend on future developments which are highly uncertain and unpredictable, including the frequency, duration and extent of outbreaks of COVID-19, the appearance of new variants with different characteristics, the success or failure of efforts to contain or treat cases, and future actions we or the authorities may take in response to these developments. China may experience lower domestic consumption, higher unemployment, severe disruptions to exporting of goods to other countries and greater economic uncertainty, which may impact our business in a materially negative way as people in general and small business owners in particular may be less inclined to borrow. Borrowers may also have less propensity or ability to repay their loans as a result of the economic problems caused by COVID-19, which may then impact credit quality. Consequently, the COVID-19 pandemic may continue to materially and adversely affect our business, financial condition and results of operations in the current and future years.
While credit quality deterioration took place across the board in China in 2022, we witnessed growing differences in economic resilience in various regions, which led to significant divergence in credit performance by region. In response, we have begun to focus on higher quality borrowers in more economically resilient regions, restructure our sales channel structure and productivity, revise our products and pricing, and enhance our risk management capabilities to protect our business health and resiliency during economic downturns. However, there can be no assurance that adopted approach will be successful or, if it is successful, how long it could take or how quickly our performance could recover.
Updates that we are in the process of making to our business model may not be successful.
We are in the process of making updates to our business model. Under our business model, we align our interest with that of our funding partners by sharing credit risk with them, utilizing a combination of our licensed financing guarantee subsidiary and our partnerships with third-party credit enhancement providers. We have increased the percentage of outstanding loans with credit risk exposure for our company from 6.3% as of December 31, 2020 to 16.6% as of December 31, 2021 and 23.5% as of December 31, 2022. As a consequence, our direct exposure to the risk of loss stemming from our ability to effectively evaluate borrowers’ credit profiles and manage default risks has also increased. Going forward, we cannot predict the percentage of outstanding loans with credit risk exposure for our company, largely because when and how much credit risk we take on and whether third-party credit enhancement is utilized depend on a dynamic mix of commercial factors, including the pricing of credit enhancement and the willingness of our funding partners to bear risk, as well as regulatory guidance. Our loan enablement can be done either with or without third-party credit enhancement, and if the cost of third-party credit enhancement is not commercially attractive, the proportion of loans for which we have credit risk could greatly exceed 30%, depending on the balance of risk and reward.
As we increase the volume of outstanding loans on which we bear credit risk, our direct exposure to the risk of loss stemming from any failure to effectively evaluate borrowers’ credit profiles or manage default risks has also increased. In addition to increasing our credit risk exposure, we launched a new small business owner value-added services platform in November 2022 to foster the growth of an SBO ecosystem, and we have begun to bring in additional service providers to give SBOs access to broader offerings beyond financial products. These include a forum for information exchange, social networking and a suite of digital SaaS solutions. Our goal is to provide SBOs the necessary connectivity and tools for more effective customer acquisition, easier transaction making and overall improved efficiency. The profitability of these updates to our business model has yet to be proven. Changing our business model may present operating and marketing challenges that are different from those that we currently encounter. Making these updates to our business model may cause us to oversee opportunities that we could have pursued if we had not made these updates or if we had made different updates. We cannot assure you that making these changes to our business model will be successful enough to justify the time, effort and resources that we devote to implementing them.
The total fees charged to borrowers for loans we enable may be deemed to be in excess of interest rate limits imposed by laws or regulatory authorities. As a result, part of the interest and fees may not be valid or enforceable through the PRC judicial system.
Our income, including retail credit and enablement service fees and other fees, to the extent they are deemed to be or related to loan interest, are subject to the restrictions on interest rates as specified in rules on private lending. According to the Provisions of the Supreme People’s Court on Several Issues Concerning the Application of Law in the Trial of Private Lending Cases took effect on September 1, 2015, in the event the sum of the annualized interest that lenders charge and the fees we and our business partners charge exceeded the 24% limit, and borrowers refused to pay the portion that exceeds the 24% limit, PRC courts would not uphold our request to demand the portion of the fees that exceeds the 24% limit from such borrowers. If the sum of the annual interest that lenders charge and the fees we and our business partners charge exceeds 36%, the portion that exceeds the 36% limit is invalid.
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The Supreme People’s Court approved two amendments to the Provisions of the Supreme People’s Court on Several Issues Concerning the Application of Law in the Trial of Private Lending Cases on August 19, 2020 and December 29, 2020, pursuant to which the PRC courts will support a non-financial institution’s claim for interest on loans if their annual interest rate does not exceed four times the one-year Loan Prime Rate at the time of the establishment of the loan agreements. The aforementioned one-year Loan Prime Rate refers to the one-year loan market quoted interest rate issued by the National Bank Interbank Funding Center. As of the date of this annual report, the most recent one-year loan market quoted interest rate issued by the National Bank Interbank Funding Center was 3.65%. Also on December 29, 2020, the Supreme People’s Court further issued the Reply Regarding the Scope of Application of the New Private Lending Judicial Interpretation, which provides that the amended Provisions of the Supreme People’s Court on Several Issues Concerning the Application of Law in the Trial of Private Lending Cases are not applicable to disputes arising from the financial business of microloan companies, financing guarantee companies, and five other types of local financial organizations which are regulated by local financial authorities.
However, there remain uncertainties in the interpretation and implementation of the abovementioned provisions of the Supreme People’s Court and the two amendments, including their applicability in practice, the basis of the formula used to calculate the interest limit, and the scope of inclusion of related fees and insurance premiums, as well as inconsistencies between the standard and the level of enforcement by different PRC courts. We cannot assure you that there will not be any changes to the detailed formula used to calculate the interest limit, that our future fee rates will not be lowered as a result of the limit described above, or that the limit will not be applied to our historical products. In such cases, we and our business partners may be required to repay certain borrowers if our historical loan products are deemed to have violated the laws and regulations concerning the limit on lending interest and fee rates, and our business, results of operations and financial condition may therefore be materially and adversely affected.
In addition to rules, opinions and decisions issued by the PRC courts, we and our business partners are also subject to regulatory agencies’ requirements, supervision or guidance. We have lowered the APR on loans we enable since early September 2020 and may further lower the APR or even be required to change our charging strategies from time to time as a result of changes in regulation or our business strategy. We may also reduce our outstanding loan volumes, significantly modify our fee rate structure within a prescribed period of time or modify our business cooperation model with third-party business partners, including our credit enhancement providers. If we are unable to comply with such regulatory requirements, supervision or guidance, we may be deemed to be charging above the maximum interest rates permitted by the relevant laws, regulations, policies or guidance, and as a result, we could be subject to orders of suspension, cessation or rectification, cancelation of qualifications, or other penalties, and our business, financial condition, results of operations and our cooperation with business partners could be materially and adversely affected as a result. See “—Our business is subject to laws, regulations, and supervision by national, provincial and local government and judicial authorities, industry associations and other regulatory bodies. The laws, regulations and official guidance relating to our business are complex and evolving rapidly and may be subject to further changes. Non-compliance with any existing or new regulation may result in penalties, limitations and prohibitions on our business activities, and we have been modifying and may need to continue to modify our business operations in response to changes in laws and regulations.”
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Furthermore, there remain uncertainties regarding whether our charging strategies for service fees and the amount of service fees charged by our financing guarantee company could be accepted or supported by the local courts, and we cannot rule out the possibility that we may be required to change our charging strategies for service fees and the amount of service fees charged by our financing guarantee company if there is any change in the interpretation and implementation of applicable laws, regulations and governmental policies in the future.
Our business is subject to laws, regulations, and supervision by national, provincial and local government and judicial authorities, industry associations and other regulatory bodies. The laws, regulations and official guidance relating to our business are complex and evolving rapidly and may be subject to further changes. Non-compliance with any existing or new regulation may result in penalties, limitations and prohibitions on our business activities, and we have been modifying and may need to continue to modify our business operations in response to changes in laws and regulations.
The industry in which we operate is highly regulated. Our businesses are subject to national, provincial and local laws, rules, regulations, policies and measures in China. See “Item 4. Information on the Company—B. Business Overview—Regulation.” These laws, rules, regulations, policies and measures are issued by the National People’s Congress of the PRC and its standing committee, the State Council, and different central government ministries and departments as well as provincial and local governmental authorities, and are enforced by different levels of regulatory agencies and by local authorities in each province in which we operate. As a result, there may be inconsistencies between the rules, regulations, policies, orders and guidance of different regulatory agencies. In order to comply with the existing and new rules, regulations, policies and measures of each regulatory agency, we have modified, and may continue to modify, our business models from time to time, which could cause us to incur significant costs and expenses, divert resources and materially disrupt our operations, which could have a material adverse effect on our results of operations and financial condition.
For example, on January 13, 2021, the China Banking and Insurance Regulatory Commission and the People’s Bank of China released the Notice on Regulating Personal Deposit Business by Commercial Banks through the Internet, which provides detailed rules for the conduct of a deposit business by commercial banks through the internet and further prohibits commercial banks from conducting a time deposit and time-demand optional deposit business through online platforms that they do not operate themselves, including such services as marketing and promotion, product display, information transmission, access to purchase and interest subsidies. We ceased to enable the bank deposit products provided by our bank partners in December 2020. However, the PRC governmental authorities may further tighten the requirements that regulate the industry we operate in, which may result in fines or penalties, limit or restrict our current practices and may require changes to our business model or operations.
On April 29, 2021, the People’s Bank of China, together with the China Banking and Insurance Regulatory Commission, the CSRC and other regulatory authorities, jointly conducted a regulatory interview with 13 companies, including us, as part of special work on self-investigation and rectification of online financial platforms. We have carried out self-investigation and rectification work in various aspects, including prudential supervision, financial consumer protection, integrated operation of financial business, personal credit business, capital market business, and third-party internet deposits. As of the date of this annual report, we have substantially completed most of the rectification measures based on our self-examination results according to the guidance provided by the relevant authorities. There also remains a risk that we may not be able to rectify all our practices to be in compliance with the regulatory requirements, which may result in regulatory authorities taking additional regulatory actions against us. The regulatory authorities will maintain normalized supervision in general going forward, according to the guidance provided by the regulatory authorities. Our rectification results remain subject to the regulators’ regular supervision, and we cannot assure you that the measures we have taken and rectifications we have made will satisfy the requirements from the regulators. If any such outcome were to arise, there may be a material and adverse effect on our business, results of operations, financial conditions and prospects. Our reputation may also be harmed.
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On December 31, 2021, the People’s Bank of China, the Ministry of Industry and Information Technology, the China Banking and Insurance Regulatory Commission, the CSRC, the Cybersecurity Adminstration of China, SAFE and the State Intellectual Property Office issued the Measures for Administration of Internet Marketing of Financial Products (Draft for Comments), which regulates financial institutions and internet platform operators entrusted by such financial institutions with carrying out internet marketing activities of financial products. Pursuant to this draft measure, financial institutions may not entrust any other entities or individuals to carry out internet marketing of financial products unless otherwise provided or authorized by laws and regulations. The draft measure also prohibits third-party online platform operators from participating in the sale of financial products, including interactive consultation with consumers on financial products, suitability assessment of financial consumers, execution of sale contracts and transfer of funds. In addition, online platform operators are not allowed to share the income of financial business by setting various charging mechanisms linked to the loan scale and interest scale. If this draft measure is enacted as proposed, our retail credit and enablement business will be subject to additional regulatory requirements and restrictions.
We are also subject to oversight by the Ministry of Industry and Information Technology, the Cybersecurity Adminstration of China and the National Internet Finance Association of China in connection with our mobile applications. If we fail to comply with the requirements and standards set by the relevant authorities or if our apps fail to remain on the white list, mobile app stores including the iOS App Store and Android app stores may cease the distribution of our mobile apps and our business may be materially and adversely affected.
We expect the laws, rules, regulations, policies and measures governing our business, our cooperation with third-party business partners and the loans we enable to continue to evolve. Our business activities and growth may be adversely affected if we do not respond to regulatory changes in a timely manner. Non-compliance with the applicable laws, rules, regulations, policies and measures, including as a result of ambiguities in them, may subject us to sanctions by regulatory authorities, monetary penalties, or restrictions on our business activities or new product introduction or revocation of our licenses, all of which could have material and adverse effects on our business, financial condition and results of operations.
We may be unable to source third-party credit enhancement at commercially attractive prices, grow our balance sheet to support our financing guarantee business, or persuade our funding partners to accept guarantees from our financing guarantee subsidiary. Any of these outcomes could materially and adversely affect our business, financial condition and results of operations.
We make use of third-party credit enhancement providers in our retail credit and enablement business. Under our current business model, we share the credit risk with credit enhancement providers for most of the loans we enable. As of December 31, 2022, our credit enhancement providers provided insurance or guarantees on 76.1% of the outstanding balance of loans we enabled under our Puhui brand. Furthermore, one credit enhancement provider, Ping An PC, provided insurance or guarantees for 70.6% of the outstanding balance, with other credit enhancement providers accounting for the remaining 5.5%. However, the ability and willingness of our credit enhancement providers to continue providing credit enhancement at a commercially attractive cost cannot be assured. Our credit enhancement providers price their services based on factors such as the creditworthiness of the customers, their cost of funds, the conditions in the overall credit market and their expectations for how these factors will evolve and change over time. When credit default rates go up, which has been the general trend in China from 2020 to 2022, credit enhancement providers tend to increase the cost they charge to offset the additional expected losses. Going forward, we cannot predict the percentage of outstanding loans with credit risk exposure for our company, because when and how much credit risk we take on and whether third-party credit enhancement is utilized depend on a dynamic mix of commercial factors, including the pricing of credit enhancement and the willingness of our funding partners to bear risk, as well as regulatory guidance. Our loan enablement can be done either with or without third-party credit enhancement, and if the cost of third-party credit enhancement is not commercially attractive, the proportion of loans for which we have credit risk could greatly exceed 30%, depending on the balance of risk and reward. We have ongoing discussions with our funding partners regarding the potential adjustments in our new commercial arrangement where we do not engage external credit enhancement partners and this has not affected our cooperation with funding partners. As of the date of this annual report, we had initiated dialogues with approximately two thirds of our 81 funding partners, and 10 banks and 5 trust companies among our partners have already agreed to the new arrangement. However, we cannot assure you that all our funding partners may continue provide the same level of funding support to us as we decrease the utilization of external credit enhancement partners to rely on our own credit guarantee subsidiary to provide credit enhancement. If we are unable to source third-party credit enhancement at commercially attractive prices, grow our balance sheet to support our financing guarantee business, or persuade our funding partners to accept guarantees from our financing guarantee subsidiary, our business, financial condition and results of operations may be materially and adversely affected.
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Our access to sufficient and sustainable funding at commercially attractive costs cannot be assured.
The growth and success of our future operations depend on the availability of adequate lending capital to meet borrowers’ demands for loans. To maintain sufficient and sustainable funding to meet borrower demands, we need to keep expanding our funding base and secure a stable stream of funds from our funding partners.
The availability of funding from our funding partners depends on many factors, some of which are out of our control. Changes in the credit environment may impact the funding costs and the terms of our agreements with funding partners, and we may not be able to obtain sufficient and sustainable funding from our funding partners if the funding cost increases significantly. Funding costs may also be affected by the availability and pricing of credit enhancement and the willingness of the funding partners to bear risk with or without credit enhancement. In addition, our competitors may offer better terms to attract institutional funding partners away from us or form exclusive partnerships with them. We may not be able to maintain long-term business relationships with institutional funding partners in this evolving market. In addition, some of our funding partners have limited operating histories and experiences and we cannot rely on them for our funding.
Our funding partners are subject to PRC laws and regulations, and they may have to cease or modify their operations and cooperation with us as a result of existing or new regulatory requirements. For example, in July 2020, the China Banking and Insurance Regulatory Commission issued the Interim Measures for the Administration of Online Loans by Commercial Banks to provide detailed rules on online loans provided by commercial banks. On February 19, 2021, the China Banking and Insurance Regulatory Commission further issued the Notice of Further Regulating Online Loan Business of Commercial Banks, also known as Circular 24, supplementary to the Interim Measures for the Administration of Online Loans by Commercial Banks. Circular 24 reiterates that the commercial banks shall independently carry out the risk management of online loans and are forbidden from outsourcing the key procedures of loan management. Moreover, regional commercial banks are prohibited from engaging in an online loan business outside the the region of their registration. In addition, under Circular 24, the China Banking and Insurance Regulatory Commission and its local offices shall, under the principle of “one policy for one bank and smooth transition” urge commercial banks to rectify their non-compliant online loan business. It is also provided that Circular 24 will also apply by analogy to branches of foreign banks, trusts, consumer finance companies and auto finance companies. These rules and regulations may require some of our funding partners to evaluate their cooperation entities and adjust their cooperation with us and thus may potentially have a material impact on the availability of our funding.
In addition, we cannot assure you that we will be successful in diversifying our funding sources or funding sources for the loans we enable will remain or become increasingly diversified in the future. If we become dependent on a small number of funding partners and any such funding partners decide not to collaborate with us, change the commercial terms to the extent unacceptable to our borrowers or limit the funding available for loans we enable, such constraints may materially limit our ability to enable loans and adversely affect our user experience. As a result, our business, financial condition, results of operations and cash flow may be materially and adversely affected.
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Any failure to obtain, renew or retain the requisite approvals, licenses or permits applicable to our retail credit and enablement business may have a material adverse effect on our business, financial condition and results of operations.
The PRC government extensively regulates internet-related businesses, including supervising foreign ownership and requiring licenses and permits pertaining to the companies in internet-related businesses. These internet-related laws and regulations are relatively new and evolving, and their interpretation and enforcement involve significant uncertainties. As a result, in certain circumstances it may be difficult to determine what actions or omissions may be deemed to be in violation of applicable laws and regulations.
We are required to obtain certain approvals, licenses, permits and certificates in the PRC for our retail credit and enablement business, including a license for our financing guarantee business and a license for our consumer finance business. For details of these requirements, please refer to “Item 4. Information on the Company—B. Business Overview—Regulation” in this annual report. However, there is no assurance that we will be able to obtain or renew such licenses, permits and certificates upon their expiration. In addition, the eligibility criteria for such licenses, permits and certificates may change from time to time and we may be required to observe stricter compliance standards in respect of such licenses, permits and certificates. In the event of the introduction of any new laws and regulations or changes in the interpretation of any existing laws and regulations that increase compliance costs for us, or prohibit or make it more expensive for us to continue with the operation of any part of our business, our business, financial condition and results of operations may be materially and adversely affected.
Moreover, the PRC government has adopted a series of regulations governing credit investigation businesses. Among those regulations, the Regulation for the Administration of Credit Investigation Industry, promulgated by the State Council and effective in March 2013, provides that credit investigation business means the activities of collecting, organizing, storing and processing credit-related information of individuals and enterprises, as well as providing such information to parties that may use such information. To further strengthen the supervision for credit investigation businesses, the People’s Bank of China issued the Administrative Measures for Credit Investigation Business, or the Credit Investigation Measures, effective January 1, 2022, which stipulate a broad definition of credit information to include all types of information in connection with the provision of services in financial or other activities to assess credit of individuals or enterprises. According to this measure, such information may include an individual’s or enterprise’s identity, address, transportation, communication, indebtedness, property, payment, consumption, production and operation, fulfillment of legal obligations and other information, as well as the analysis and evaluation based on such information. Although there are substantial uncertainties as to the interpretation and application of such measures, because we may collect, store and analyze certain information which falls within the scope of so-called credit-related information and conduct credit assessment based on such information and we may also share such information with our business partners under proper authorization, we may be deemed to be collecting and processing credit information of individuals and enterprises, and may be required to obtain credit data collection licenses and complete filing formalities. However, due to the evolving regulatory environment of the credit investigation industry and the lack of detailed interpretation, we cannot assure you that our retail credit and enablement business will not be regarded as credit investigation business and we will not be required to obtain the approval or license for credit investigation business or have to modify our business model, which could cause us to incur significant costs and expenses, divert resources and disrupt our operations, which may materially and adversely affect our results of operations and financial condition.
The Administrative Regulations on Supervision of Financing Guarantee Companies and its Supporting Systems provides that a financing guarantee company approved by a provincial regulatory body may apply for setting up branches in other provinces to conduct a credit enablement business. Our financing guarantee company has been licensed by the provincial financial supervision authority in Jiangsu Province to operate a credit enablement business. Also, the branches of our financing guarantee company have also been granted licenses for conducting their retail enablement business in most of the provinces of China. Our financing guarantee company and its branches are subject to the supervision of local financial authorities in the jurisdictions where they are located. Historically, some of our financing guarantee companies maintained leverage ratios that were above the maximum level allowed. As of the date of this annual report, we had modified our financing guarantee company’s business models in order to comply with the leverage ratio requirements and other laws, regulations, policies and measures for these companies in all of these jurisdictions.
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Historically, the regulators have given us verbal and written guidance on our business practices, and we have modified our business operations based on such guidance. We may be subject to additional regulatory warnings, correction orders, condemnation and fines and may be required to further modify our business if any of our financing guarantee companies is deemed to have violated national, provincial or local laws and regulations or regulatory orders and guidance. On December 31, 2021, the People’s Bank of China published the Regulations on the Local Financial Supervision and Administration (Draft for Comments), which requires that, among others, (i) six types of financial organizations, including financing guarantee companies, are deemed as local financial organizations, and the incorporation of local financial organizations should be approved by the competent provincial regulatory authorities before they apply for the business licenses, (ii) local financial organizations are required to operate their business within the area approved by the competent provincial regulatory authorities and are not allowed to conduct business across provinces in principle, and (iii) the rules for cross-province business carried out by local financial organizations should be formulated by the State Council or by the financial regulatory department of the State Council as authorized by the State Council. The financial regulatory department of the State Council will specify a transition period for local financial organizations that have carried out businesses across provinces to maintain compliance. Currently, our financing guarantee company provides services for loans to borrowers across provinces. As uncertainties remain regarding when these rules would be adopted and become effective, and to what extent we would be subject to these rules, we cannot rule out the possibility that we may be required to obtain additional licenses, permits, filings or approvals in the future. We cannot assure you that we will be able to comply with such regulations in all respects in a timely manner, or at all, and since our financing guarantee subsidiary has been playing an increasingly important role in our retail credit and enablement business, any failure to do so could materially impair our ability to conduct our business and materially and adversely affect our results of operations and financial condition.
We have modified our business model and practices in the past as a result of changes in laws, regulations, policies, measures and guidance, and we are subject to risks in connection with our discontinued products and historical practices. If any of our discontinued products and historical practices is deemed to violate any PRC laws or regulations, our business, financial condition and results of operations would be materially and adversely affected.
Given the complexities, uncertainties and frequent changes in PRC laws, rules, regulations, policies and measures, including changes in their interpretation and implementation, we have historically modified our business models and practices due to shifts in regulatory requirements and our strategies. Among wealth management products, we ceased to enable the offering of structured alternative products originated by financial institutions for individual investors, which we refer to as business-to-consumer, or B2C products, in the second half of 2017. We also ceased to enable the bank deposit products provided by our bank partners in December 2020. Among retail credit and enablement products, we ceased to enable the offering of peer-to-peer products in August 2019, as well as stopped using funding from peer-to-peer individual investors as a funding source for our retail credit and enablement business in 2019. As of December 31, 2021, no peer-to-peer products enabled by our company remained outstanding, and none of the new loans we have enabled since August 2019 were funded by peer-to-peer individual investors.
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To facilitate the exit of investors after we discontinued our enablement of the offering of B2C products in the second half of 2017, we decided to repurchase certain trust plans, asset management plans and debt investments from our investors as a one-time event. The performance of these trust plans, asset management plans and debt investments, with an aggregate net balance of RMB1.0 billion as of December 31, 2022, may continue to have an adverse impact on our financial condition. We are currently pursuing claims against the debtors related to some of our historical B2C products. While none of these claims is considered material to our business on an individual basis, the overall results of these ongoing litigations may have continued impact on our financial condition. We are currently unable to estimate the possible outcome or possible range of recovery, if any, associated with the resolution of these cases, and adverse outcome of our claims could have a material adverse effect on our business, results of operations, cash flows and reputation.
We ceased using individual funding as a funding source for loans in 2019 in response to new regulations on peer-to-peer lending. Under existing regulations, entities engaging in peer-to-peer lending are required to apply for record-filings with authorities. In addition, in January 2019, the PRC government issued the Notice on Further Implementing the Compliance Inspection and Follow-up Work of Peer-to-Peer Online Lending, which requires all peer-to-peer lending platforms to reduce the total outstanding peer-to-peer lending balance, the total number of borrowers, and the total number of individual investors. Three platforms operated by the consolidated affiliated entities were engaging in peer-to-peer lending services at that time. After close consultation with regulators, we ceased enabling new loans using peer-to-peer funding since August 2019, and as of December 31, 2022, none remained outstanding. Nevertheless, we cannot assure you that we will not be subject to fines or other regulatory penalties for our historical peer-to-peer loans. Any of such events may materially and adversely affect our client relationship, reputation, and business operations.
Furthermore, the PRC legal system is based in part on government policies and internal rules (some of which are not published in a timely manner or at all) that may have retroactive effect. As a result, we may not be aware of our violation of these policies and rules until sometime after the violation, and we cannot assure you that our historical practices would not be deemed to be a violation of unannounced or retroactively applied laws and regulations, which may subject us to fines and other administrative sanctions and adversely affect our reputation, business prospects and financial condition.
Changes to our business model may subject us to similar risks with respect to our current products or services that we discontinue, including complaints from customers, damage to our brand, and regulatory scrutiny. See also “—We may be subject to risks due to the business conducted by our microloan subsidiaries prior to 2021.”
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If our credit assessment and risk management model is flawed or ineffective, or if the data that we collect for credit analysis inaccurately reflects borrowers’ creditworthiness, or if we fail or are perceived to fail to effectively manage the default risks of loans we enable for any other reason, our business and results of operations may be adversely affected.
Our ability to attract borrowers and funding partners and build trust in our capabilities is significantly dependent on our ability to effectively evaluate borrowers’ credit profiles and manage default risks. If any of our decision-making and scoring systems, including the algorithms, data processing and other technologies underlying our credit assessment and risk management model, contain programming or other errors, or are ineffective or the data provided by borrowers or third parties are incorrect or stale, our loan pricing and approval process could be negatively affected, resulting in mispriced or misclassified loans or incorrect approvals or denials of loans.
In addition, if we fail to discover borrower fraud or intentional deceit, the quality of our credit management may be compromised and we may be subject to liability under the relevant laws and regulations. We cannot assure you that we would not be subject to liability if we fail to detect any fraudulent behavior. If we incur such liabilities, our results of operations and financial condition could be materially and adversely affected.
The completeness and reliability of consumer credit history information in the PRC is relatively limited. The People’s Bank of China has developed and put into use a national personal and corporate credit information database which remains relatively underdeveloped. The information and data we obtain ourselves or from external parties for credit assessment and risk management purposes may be inaccurate or incomplete. We are also unable to accurately monitor whether a prospective borrower has obtained loans through online retail credit enablement platforms, creating the risk whereby a borrower may utilize our credit products to pay off loans from other sources. There is also a risk that, following our access to a borrower’s information, the borrower may have become delinquent in the payment of an outstanding obligation, defaulted on a pre-existing debt obligation, taken on additional debt, or sustained other adverse financial events.
In addition, various factors could affect our borrowers’ repayment ability, such as economic and other conditions affecting our borrowers and their businesses and industries, the cash flow of individual borrowers and the amounts and terms of the loans. If a borrower’s financial condition deteriorates after his or her loan application is approved, we may not be able to take sufficient and effective measures in time to prevent default on the part of the borrower. We may also be unable to monitor our borrowers’ actual use of the loans we enabled, verify if our borrowers have other undisclosed borrowings, or detect our borrowers’ suspicious or illegal transactions, such as money laundering activities in our business, which may expose us to financial and/or reputational damage. If we are unable to effectively maintain a reasonably low default rate for loans we enable, our financial condition, results of operations and business prospects may be materially and adversely affected.
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A severe or prolonged downturn in the Chinese or global economy could materially and adversely affect our business and financial condition.
COVID-19 has had a severe and negative impact on the Chinese and the global economy since 2020. Even before the outbreak of COVID-19, the global macroeconomic environment was facing numerous challenges. The growth rate of the Chinese economy had already been slowing since 2010. There is considerable uncertainty over the long-term effects of the expansionary monetary and fiscal policies which had been adopted by the central banks and financial authorities of some of the world’s leading economies, including problems that may arise from the unwinding of those policies. The Federal Reserve has signaled its intention to raise interest rates in the United States. Recently, the Russia-Ukraine conflict has caused, and continues to intensify, significant geopolitical tensions in Europe and across the world. This conflict and the imposition of broad economic sanctions on Russia could raise energy prices and disrupt global markets. Unrest, terrorist threats and the potential for war in the Middle East and elsewhere may increase market volatility across the globe. There have also been concerns about the relationship between China and other countries, including the surrounding Asian countries, which may potentially have economic effects. In particular, there is significant uncertainty about the future relationship between the United States and China with respect to trade policies, treaties, government regulations and tariffs. Economic conditions in China are sensitive to global economic conditions, as well as changes in domestic economic and political policies and the expected or perceived overall economic growth rate in China. In addition, SBOs as our customers are more vulnerable to changes in macroeconomic conditions. If macroeconomic conditions deteriorate, SBOs may be directly hit, which in turn may lead to higher default rates or decreasing borrowings. As a result, any severe or prolonged slowdown in the global or Chinese economy may materially and adversely affect our business, results of operations and financial condition.
A credit crisis or a prolonged downturn in the credit markets may materially and adversely impact our reputation, business, results of operations and financial position.
Our business is subject to credit cycles associated with the volatility of the overall economy. In particular, the operations of our business may be severely affected in a credit crisis or prolonged downturn in the credit markets. For example, we may face increased risk of default or delinquency of borrowers, which will result in lower returns or losses for our funding partners, credit enhancement providers and us. In the event that the creditworthiness of our borrowers deteriorates or we cannot accurately track the deterioration of their creditworthiness, the criteria we use for the analysis of borrower credit profiles may be rendered inaccurate, and our risk management system may be rendered ineffective. This in turn may lead to higher default rates and an adverse impact on our reputation, business, results of operations and financial position as well as our ability to retain existing or attract new funding partners and credit enhancement providers.
In addition, a credit crisis or prolonged downturn in the credit markets might cause tightening in credit guidelines, limited liquidity, deterioration in credit performance and increased foreclosure activities. Since we generate a large proportion of our income from fees charged for services, a decrease in loans enabled could cause a material decline in our income for the duration of a crisis or downturn. Funding partners and credit enhancement providers may increase their fees when they perceive heightened credit risks, which may have a material and adverse impact on our profitability. Moreover, a financial and credit crisis may be coupled with or trigger a downturn in the macroeconomic environment, which could cause a general decrease in lending and investment activities over a prolonged period of time and materially and adversely impact the industry we operate in. If a credit crisis or prolonged downturn were to occur, particularly in China’s credit markets, our business, financial performance and prospects may be materially and adversely affected.
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Furthermore, a credit crisis may lead to fluctuations in interest rates. If the prevailing market interest rates rise while borrowers are unwilling to accept a corresponding increase in interest rates, funding partners may be deterred from providing funding. Funding from trusts may be more sensitive to volatility in the credit markets than funding from commercial banks or other financial institutions, and to the extent that we rely on funding from trusts, we may be unable to obtain sufficient funding for loans we enable. If our borrowers decide not to utilize our credit products because of increases in interest rates, our ability to retain existing borrowers and attract or engage prospective borrowers as well as our competitive position may be severely limited. We cannot assure you that we will be able to effectively manage such interest rate risk at all times or pass on any increase in interest rates to our borrowers. If we are unable to effectively manage such an increase, our business, profitability, results of operations and financial condition could be materially and adversely affected. If the prevailing market interest rates decrease and we fail to adjust the interest rates for borrowers, prospective borrowers may choose to borrow from other sources to take advantage of the lower funding cost offered elsewhere. As a result, any fluctuation in the overall interest rate environment may discourage borrowers from making credit applications from us or utilize their approved credit, which may adversely affect our business.
Our transaction process may result in misunderstanding among our borrowers.
Our paperless application process is implemented primarily on our mobile apps, which involves certain inherent risks. Our borrowers may not read the electronic agreements closely, which may result in misunderstanding of certain terms and conditions. Furthermore, information in our product promotion materials and on our app may result in misunderstanding among our borrowers and be deemed misleading. Borrowers may be confused by the fee structure that is applied to their loans or allege that the fees were not presented and explained in a transparent manner. If the government authorities or the courts determine that information disclosed in our product promotion materials and on our app is misleading, the courts may support the borrower’s request to rescind the agreement or determine a lower interest and service fee to be payable by the borrower, and we may be subject to fines and penalties by the courts and government authorities for the misleading promotion. In addition, misunderstandings may give rise to negative publicity and complaints among our borrowers, harm our brand name and reputation and in turn hurt our ability to retain and attract borrowers, which could have a material adverse effect on our business, financial condition and results of operations.
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Information regarding individuals to whom we provide our financial services may not be complete, and our ability to perform due diligence, detect borrower fraud or manage our risks may be compromised as a result.
Our operations depend heavily on the effectiveness of our KYC (know-your-customer), KYB (know-your-business) and other due diligence efforts. For example, we rely on our KYC and KYB data to assess borrowers’ creditworthiness for our retail credit and enablement business. We also rely on borrowers themselves and our internal and external data sources to conduct due diligence and verify the information obtained. For more details, see “Item 4. Information on the Company—B. Business Overview—How We Enable Our Institutional Partners—Credit Analytics—Data.” Incomplete or inaccurate information may not only result in additional efforts and related costs, but may also undermine the effectiveness of our KYC, KYB and other due diligence efforts. We cannot assure you that we will uncover all material information necessary to make fully informed decisions, nor can we assure you that our KYC and KYB will be sufficient to assess borrowers’ creditworthiness or detect fraud committed by borrowers in all cases. In addition to the risk of default, there is a risk that ineffective KYC, KYB and other due diligence efforts could expose us to scrutiny from regulators regarding the suitability of borrowers for whom we enable loans. Any such failures could have a material adverse effect on our business, financial condition, results of operations and prospects.
If our ability to collect delinquent loans is impaired, or if there is actual or perceived misconduct in our collection efforts, our business, financial condition and results of operations might be materially and adversely affected.
We have implemented payment and collection policies and practices work, we retain both an internal collection team and outsource part of collection work to third parties. We cannot assure you that we will be able to collect payments on the transactions we enable as expected. In addition, we aim to control bad debts by utilizing and enhancing our credit assessment system rather than relying on collection efforts to maintain healthy credit performance. As such, our collection team may not possess adequate resources or workforce to collect payment on the loans we enabled. If we fail to adequately collect amounts owed, payments of principals and retail credit service fees may be delayed or reduced and our results of operations will be adversely affected. If the quality of our loan portfolio were to deteriorate as a result of ineffective collection, our funding partners and credit enhancement providers may decide not to continue to cooperate with us. See “—If our credit assessment and risk management model is flawed or ineffective, or if the data that we collect for credit analysis inaccurately reflects borrowers’ creditworthiness, or if we fail or are perceived to fail to effectively manage the default risks of loans we enable for any other reason, our business and results of operations may be adversely affected.” If the volume of loans we enable grows in the future, we may devote additional resources into our collection efforts. However, there can be no assurance that we would be able to utilize such additional resources in a cost-efficient manner.
The labor intense nature of collection work also makes it susceptible to disruption during emergencies, including during public health crises and similar events. Our collection team was not always capable of operating at full efficiency during the COVID-19 pandemic. In addition, the PRC government may curb our collection efforts during emergencies as a form of relief for borrowers, which may prevent us from collecting debts in a timely fashion or at all.
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Moreover, the current regulatory regime for debt collection in the PRC remains unclear and continues to evolve. The Notice on the Regulation and Rectification of the “Cash Loan” Business, or Circular 141, and subsequent rules and regulations provide that no institution or third-party agency shall collect loans by actual or threatened violence, intimidation, insult, defamation, harassment, disseminating private information, or other ways that cause harm. The Notice on Strengthening the Supervision and Management of Microloan Companies, issued by the China Banking and Insurance Regulatory Commission in September 2020, provides that microloan companies and third-party loan collection agencies may not collect loans by violence, or threats of violence, or intentionally inflicting bodily injury, or infringing upon personal freedom, or illegally occupying property, or interfering with daily life through insults, slander, harassment, or illegal infringement on privacy, or other illegal methods. However, there is uncertainty with respect to the definition and interpretation of the prohibited conducts. We may also be subject to new regulations that require licenses or certain qualifications for conducting a loan collection business. Also, we cannot assure you that our collection team or third-party collection service providers have not engaged in or will not engage in any aggressive practices or misconduct as part of their collection efforts. Any such historical or future misconduct by our collection team or the third-party service providers we work with, or the perception that our collection practices are aggressive or not compliant with the relevant laws and regulations, may result in harm to our reputation and business, which could further reduce our ability to collect payments from borrowers, lead to decrease in the willingness of prospective borrowers to apply for loans, as well as orders of suspension or rectification, cancelation of qualifications or fines and penalties imposed by the relevant regulatory authorities, any of which may have a material adverse effect on our results of operations.
We have extensive cooperation with Ping An Group in our business. If such cooperation is subject to any change or if Ping An Group cannot continue to support us, our business, financial performance and results of operations may be adversely affected.
We have extensive history and business relationships with Ping An Group and its related parties. Our strategic partnership with Ping An Group has contributed to our growth significantly. We provided a number of services, including loan account management, borrower referral service, wealth management product enablement, technology support and other services, to Ping An Group in 2020, 2021 and 2022. Ping An Group also provided us with technology support, payment, custodian, customer acquisition and other services during the same periods.
There can be no assurance that Ping An Group will maintain its influence over us or will continue to support our business. If our relationship with Ping An Group or its related parties deteriorates and we are no longer able to access Ping An Group’s or its related parties’ services or continue to provide our services to them, we may not be able to continue certain of our business lines, which may have significant adverse impact on our business and results of operations. When entities within Ping An Group or its related parties which serve as our business partners and suppliers modify their fee structures or otherwise change their cooperation model with us, our business, results of operations and financial condition are affected, sometimes adversely and sometimes to a material extent. We may also face competition in a number of areas, including innovations in our businesses, which may be replicated quickly by our competitors, including members of Ping An Group or its related parties. Such competition may adversely affect our competitive position and business prospects.
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Our cooperation with various third parties is integral to the smooth operation of our business. If these third parties fail to perform or provide reliable or satisfactory services, our business, financial condition and results of operations may be materially and adversely affected.
We rely on third-party business partners and service providers, including Ping An Group, to operate various aspects of our business. In particular, third parties provide us with funding and credit enhancement for our SBO financial services business. Furthermore, third-party service providers maintain part of our technology systems and we rely on third parties for secure fund management and online payment and settlement.
Our relationships with various third parties are integral to the smooth operation of our business. Most of our agreements with third-party service providers are non-exclusive and do not prohibit third-party service providers from working with our competitors or from offering competing services. If our relationships with third-party service providers deteriorate or third-party service providers decide to terminate our respective business relationships for any reasons, such as to work with our competitors on more exclusive or favorable terms or if they themselves become our competitors, our operation may be disrupted. In addition, our third-party service providers may not meet the standards that we expect and require under our agreements, and disagreements or disputes may arise between us and the third-party service providers.
For example, our third-party credit enhancement providers may limit the credit enhancement services available to our borrowers in the future, and regulatory authorities may limit our third-party credit enhancement providers’ ability to provide services to us. In addition, we may be subject to the cyclical fluctuation of the credit enhancement industry. For the most part, we rely on Ping An PC, a member of Ping An Group, to supply credit enhancement. Of the 76.1% of outstanding loans we enabled under our Puhui brand as of December 31, 2022 that were guaranteed or insured by third-party credit enhancement providers, Ping An PC provided 70.6% of the third-party credit enhancement, while 5.5% was guaranteed or insured by other third parties. If (i) there is a cyclical downturn in the credit enhancement industry, or (ii) our partners cannot provide as much credit enhancement as our borrowers need, our business, financial condition and results of operations will be adversely affected.
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We rely on third-party payment channels and custodian banks in handling fund transfers and settlements. Third-party payment agents in China are subject to oversight by the People’s Bank of China and must comply with complex rules and regulations, licensing and examination requirements. If our third-party payment agents or the custodian banks we collaborate with are to suspend, limit, adjust or cease their operations or are subject to regulations or regulatory rectifications required by various regulatory authorities, or if our relationships with our third-party payment agents deteriorate or they were to otherwise terminate, we would need to arrange substantially similar arrangements with other third-party payment agents. Negative publicity about our third-party payment agents or the industry in general may also adversely affect funding partners’ or borrowers’ confidence and trust in the use of third-party payment agents to provide payment and custodian services. In addition, our third-party payment channels or custodian banks may fail to function effectively. If any of the foregoing were to happen, our operations could be materially impaired and our results of operations would suffer.
If we are unable to maintain or increase the amount of loans we enable or if we are unable to retain existing borrowers or attract new borrowers, our business, financial condition and results of operations will be adversely affected.
The volume of new loans we enable is one of the key metrics for our financial performance. Our total volume of new loans grew from RMB565.0 billion in 2020 to RMB648.4 billion in 2021, then decreased to RMB495.4 billion (US$71.8 billion) in 2022. The success of our business depends on whether we can retain existing borrowers and continually attract additional borrowers and funding partners.
If there are insufficient qualified loan requests, funding partners may be unable to deploy their capital through loans we enable in a timely or efficient manner and may seek other opportunities, including those offered by our competitors. Conversely, if there are insufficient commitments from funding partners, borrowers may not obtain enough capital through loans we enable and may turn to other sources for their needs.
The overall transaction volume may be affected by the following factors:
| • | our brand recognition and reputation; |
| • | the cost the borrowers bear; |
| • | the return rates offered to funding partners relative to market rates; |
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| • | the financing service fees charged; |
| • | our efficiency in acquiring and engaging prospective borrowers; |
| • | our ability to grow our SBO ecosystem and convert ecosystem participants to active borrowers; |
| • | utilization of the credit we approve; |
| • | the effectiveness of our credit assessment model and risk management system; |
| • | our ability to secure sufficient and cost-efficient funding; |
| • | borrowers’ experience on our mobile apps; and |
| • | the PRC regulatory environment governing our industry and the macroeconomic environment. |
In connection with the introduction of new products or in response to general economic conditions, we may impose more stringent borrower or product provider qualifications to ensure the quality of the transactions we enable, which may negatively affect the growth of transactions we enable.
If any of our current borrower acquisition channels becomes less effective, or any of our borrower acquisition channel partners are no longer able or willing to continue to work with us for regulatory or other reasons, or we are otherwise unable to continue to use any of these channels, or we are not successful in using new channels, we may not be able to attract new borrowers and funding partners in a cost-effective manner or convert potential borrowers into active borrowers, and may lose our existing borrowers to our competitors. If any of the above occurs, we may be unable to increase our loan transaction volume and income as we expect, and our business and results of operations may be adversely affected.
The retail credit and enablement service fees we charge may decline in the future due to factors beyond our control and any material decrease in such service fees could harm our business, financial condition and results of operations.
We generate a significant part of our income from service fees we charge. In 2022, retail credit and enablement service fees accounted for 49.2% of our total income. Any material decrease in our retail credit and enablement service fees would have a substantial impact on our income and profitability. For example, our borrowers’ repayment behaviors and early repayment options affect the effective tenors of the loans we enable. Borrowers’ early repayments of loans reduce the number of months that our retail credit and enablement service fees or interest income can be recognized and thus affect the total amount of our fees and interest income in absolute terms. In the event that the amount of retail credit and enablement service fees we charge for loans we enabled decrease significantly in the future and we are not able to reduce our costs and expenses, our business, financial condition and results of operations will be harmed.
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The level of retail credit and enablement service fees we charge may be affected by a variety of factors, including our borrowers’ creditworthiness, the competitive landscape of our industry, the availability of funding and existing or new regulatory requirements. Our retail credit and enablement service fees may also be affected by changes in product and service mix and changes to our borrower engagement initiatives. Our competitors may offer more attractive fees, which may require us to reduce our retail credit and enablement service fees to compete effectively. Furthermore, as our borrowers establish their credit profile over time, they may qualify for and develop other consumer financing solutions with lower fees, including those offered by traditional financial institutions. In addition, our retail credit and enablement service fees are sensitive to many macroeconomic factors that are beyond our control, such as inflation, recession, the performance of credit markets, global economic disruptions, unemployment and fiscal and monetary policies. If the service fees we charge decrease significantly due to factors beyond our control, our business, financial condition and results of operations will be materially and adversely affected.
Failure to comply with existing or future laws and regulations related to data protection, data security, cybersecurity or personal information protection could lead to liabilities, administrative penalties or other regulatory actions, which could negatively affect our operating results and business.
The regulatory framework for the collection, use, safeguarding, sharing, transfer and other processing of data and personal information worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future. Regulatory authorities in virtually every jurisdiction in which we operate have implemented and are considering a number of legislative and regulatory proposals concerning data protection.
In recent years, the PRC government has tightened the regulation of the storage, sharing, use, disclosure and protection of personal data and user data, particularly personal data obtained through individuals’ use of websites and online services. Relevant PRC laws and regulations require internet service providers and other network operators to clearly state the authorized purpose, methods and scope of the collection and usage of personal data and obtain the consent of users for the processing of this personal data, as well as to establish user information protection systems with remedial measures. The Cybersecurity Law became effective in June 2017 and requires network operators to follow the principles of legitimacy in collecting and using personal information. On June 10, 2021, the Standing Committee of the National People’s Congress of the PRC published the Data Security Law of the People’s Republic of China, which took effect on September 1, 2021. The Data Security Law provides a national data security review system, under which data processing activities that affect or may affect national security shall be reviewed, and prohibits any individual or entity in China from providing data stored in China to foreign judicial or law enforcement departments without the approval of competent authorities in China. Moreover, on August 20, 2021, the Standing Committee of the National People’s Congress of the PRC issued the Personal Information Protection Law, which took effect on November 1, 2021, which further details the general rules and principles on personal information processing and further increases the potential liability of personal information processor.
On December 28, 2021, the Cybersecurity Administration of China and twelve other government authorities published a new version of the Cybersecurity Review Measures, which replaced the Cybersecurity Review Measures published in 2020 and became effective on February 15, 2022. In accordance with the Cybersecurity Review Measures, critical information infrastructure operators that intend to purchase internet products and services and online platform operators engaging in data processing activities, which affects or may affect national security, must be subject to cybersecurity review. Additionally, the Cybersecurity Review Measures also grant the Cybersecurity Administration of China and other competent authorities the right to initiate a cybersecurity review without application, if any member organization of the cybersecurity review mechanism has reason to believe any internet products, services or data processing activities affect or may affect national security. The PRC government authorities may have wide discretion in the interpretation of “affect or may affect national security.” If any of our business are deemed to “affect or may affect national security,” we may be subject to cybersecurity review. The Cybersecurity Administration of Chin also publicly solicited comments, on November 14, 2021, on the Regulations on the Administration of Cyber Data Security (Draft for Comments), which have not yet been promulgated into law as of the date of this annual report.
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Furthermore, on December 13, 2022, the Ministry of Industry and Information Technology released the Administrative Measures for Data Security in Industry and Information Technology Sectors (Trial), or the Data Security Measures, which came into effect on January 1, 2023. The measures apply to data management in certain industries, including telecommunication sectors, where certain data we process is generated from. The Data Security Measures set out three categories of data: ordinary data, important data and core data. The processing of important data and core data is subject to certain filing and reporting obligations. Since the categories of important data and core data have not been released, it is uncertain how the measures will be interpreted and implemented. We have sorted and cataloged data we process and will take further measures as required.
On July 7, 2022, the Cybersecurity Adminstration of China promulgated the Measures on Security Assessment of Outbound Data Transfer, or the Measures on Security Assessment of Outbound Data Transfer, effective September 1, 2022. These measures shall apply to the security assessment of the provision of important data and personal information collected and generated by data processors in the course of their operations within the territory of the PRC by such data processors to overseas recipients, or the outbound data transfer. Where there are other provisions in laws and administrative regulations, such other provisions shall prevail. These Measures specify that an outbound data transfer by a data processor that falls under any of the following circumstances, the data processor shall apply to the Cybersecurity Adminstration of China for the security assessment via the local provincial-level cyberspace administration authority: (i) outbound transfer of important data by a data processor; (ii) outbound transfer of personal information by a critical information infrastructure operator or a personal information processor who has processed the personal information of more than 1,000,000 people; (iii) outbound transfer of personal information by a personal information processor who has made outbound transfers of the personal information of 100,000 people cumulatively or the sensitive personal information of 10,000 people cumulatively since January 1 of the previous year; or (iv) other circumstances where an application for the security assessment of an outbound data transfer is required as prescribed by the Cybersecurity Adminstration of China. There is no outbound data transfer involved during our daily business operations.
On February 22, 2023, the Cyberspace Administration of China issued the Measures for Standard Contract for Outbound Data Transfer of Personal Information, which will come into effect on June 1, 2023. The measures provide a transitional period of six months from the effective date for companies to take necessary measures to comply with the requirements. According to the measures, in the cases where a personal information processor provides personal information abroad by concluding a standard contract, the contract should be concluded in strict compliance with the form Standard Contract, which is attached as an annex to the measures. The measures further provide that personal information processors may agree on other terms with overseas recipients, but they should not conflict with the Standard Contract. According to the measures, the personal information processor should within ten working days from the effective date of the standard contract, file with the local provincial network information department and submit the standard contract and personal information protection impact assessment report for record.
The relevant regulatory authorities in China continue to monitor websites and apps in relation to the protection of personal information and data, privacy and information security, and may impose additional requirements from time to time. There are uncertainties as to the interpretation and application of laws in one jurisdiction which may be interpreted and applied in a manner inconsistent to another jurisdiction and may conflict with our current policies and practices or require changes to the features of our system. As a result, we cannot assure that our existing user information protection system and technical measures will be considered sufficient under all applicable laws and regulations. If we are unable to address any information protection concerns, any compromise of security that results unauthorized disclosure or transfer of personal data, or to comply with the then applicable laws and regulations, we may incur additional costs and liability and result in governmental enforcement actions, litigation, fines and penalties or adverse publicity and could cause our borrowers and institutional partners to lose trust in us, which could have a material adverse effect on our business, results of operations, financial condition and prospects.
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We collect, process and store significant amounts of personal information and data concerning our borrowers and investors, as well as personal information and data pertaining to our business partners and employees. Compliance with applicable personal data and data security laws and regulations is a rigorous and time-intensive process. As global data protection laws and regulations increase in number and complexity, we cannot assure you that our data protection systems will be considered sufficient under all applicable laws and regulations due to factors including the uncertainty of the interpretation and implementation of these laws and regulations. Furthermore, we cannot assure you that the information we receive from our third-party data partners are obtained and transmitted to us in full compliance with relevant laws and regulations. Moreover, there could be new laws, regulations or industry standards that require us to change our business practices and privacy policies, and we may also be required to put in place additional mechanisms ensuring compliance with new data protection laws, all of which may increase our costs and materially harm our business, prospects, financial condition and results of operations. We will actively monitor future regulatory and policy changes to ensure strict compliance with all then applicable laws and regulations. However, as the regulatory authorities have wide discretion on the interpretation and implementation of the applicable laws and regulations, we cannot assure you that the regulatory authorities will form the similar opinions as ours. Any failure or perceived failure by us to comply with applicable laws and regulations could result in reputational damage or proceedings or actions against us by governmental entities, individuals or others. These proceedings or actions could subject us to significant civil or criminal penalties and negative publicity, result in the delayed or halted processing of personal data that we need to undertake to carry on our business, as well as the forced transfer or confiscation of certain personal data.
Misconduct and errors by our employees and our third-party business partners and service providers could subject us to liability and harm our business and reputation.
We operate in an industry in which integrity and the confidence of our borrowers and institutional partners are of critical importance. During our daily operations, we are subject to the risk of errors, misconduct and illegal activities by our employees and third-party business partners and service providers, including:
| • | engaging in misrepresentation or fraudulent activities when marketing our products or performing our services to borrowers; |
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| • | improperly acquiring, using or disclosing confidential information of our borrowers or other parties; |
| • | failing to report conflicts of interest accurately or timely; |
| • | concealing unauthorized or unsuccessful illegal activities; or |
| • | otherwise not complying with applicable laws and regulations or our internal policies or procedures. |
We have used and continue to use of third-party sales channels for some of the products we enable. Our ability to supervise third parties is limited. If third-party sales agents misrepresent the terms and conditions of the loans we enable or the risks of the wealth management products we enable, customers may be unable to repay their loans or they may lose money on their investments. If customers seek to hold us responsible through the courts, the government or the media, we may incur legal liability, we may be required to indemnify customers for their losses and our reputation may be damaged.
Errors, misconduct and illegal activities by our employees, or even unsubstantiated allegations of them, could result in a material adverse effect on our reputation and our business. It is not always possible to identify and deter misconduct or errors by employees or third-party partners, and the precautions we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses. If any of our employees engages in misrepresentation, illegal or suspicious activities or other misconduct, we could suffer economic losses and may be subject to regulatory sanctions and significant legal liability, and our financial condition, customer relationships and our ability to attract new customers may be adversely affected as a result. If any sanction was imposed against an employee during his employment with us, even for matters unrelated to us, we may be subject to negative publicity which could adversely affect our brand, public image and reputation, as well as potential challenges, suspicions, investigations or alleged claims against us. We could also be perceived to have enabled or participated in the misrepresentation, illegal activities or misconduct, and therefore be subject to civil or criminal liability. See “—Fraudulent activities on our mobile apps could negatively impact our operating results, brand and reputation and cause the use of our retail credit and enablement products and services to decrease.” In addition, if any third-party business partners or service providers become unable to continue to provide services to us or cooperate with us as a result of regulatory actions, our business, results of operations and financial condition may also be materially and adversely affected.
We and our directors, management and employees have been and may continue to be subject to complaints, claims, controversies, regulatory actions, arbitration and legal proceedings, which could have a material adverse effect on our results of operations, financial condition, liquidity, cash flows and reputation.
We and our directors, management and employees have been and may continue to be subject to or involved in various complaints, claims, controversies, regulatory actions, arbitration, and legal proceedings. Complaints, claims, arbitration, lawsuits and litigations are subject to inherent uncertainties, and we are uncertain whether the foregoing claims would develop into lawsuits or regulatory penalties and other disciplinary actions. Lawsuits, litigations, arbitration and regulatory actions may cause us to incur substantial costs or fines, utilize a significant portion of our resources and divert management’s attention from our day-to-day operations, or materially modify or suspend our business operations, any of which could materially and adversely affect our financial condition, results of operations and business prospects. A significant judgment or regulatory action against us or a material disruption in our business arising from adverse adjudications in proceedings against our directors, officers or employees would have a material adverse effect on our liquidity, business, financial condition, results of operations, reputation and prospects.
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Defending litigation or other claims against us is costly and can impose a significant burden on our management and employees, and there can be no assurances that favorable final outcomes will be obtained in all cases. For example, we may not have kept sufficient or complete record to defend ourselves against potential claims from borrowers or investors who used our services. Such claims may result in liability and harm our reputation. In addition, there can be no assurance that we will be successful in the claims we pursue against delinquent borrowers or other parties. Any resulting liability, losses or expenses, or changes required to our businesses to reduce the risk of future liability, may have a material adverse effect on our business, financial condition and prospects. There remain uncertainties in the interpretation of PRC laws in different jurisdictions, and an adverse outcome of a single claim against us in one jurisdiction regarding our business practices may result in significant negative publicity and heightened scrutiny by regulators and courts of our business and operations across the country, or potential penalties or other regulatory actions against us. Any of such outcomes may cause significant disruptions to our operations and materially and adversely affect our results of operations and financial condition.
We may be subject to claims under consumer protection laws and regulations.
The PRC government, media outlets and public advocacy groups have been increasingly focused on consumer protection, especially on financial consumer protection, in recent years. On November 21, 2020, the Inspection Office of General Office of the State Council and the General Office of the China Banking and Insurance Regulatory Commission issued a public announcement regarding non-compliance by certain banks and financial institutions that increased the financing cost of small and micro business owners. The announcement said that loan products offered to small and micro business owners by a certain bank and enabled by Puhui, as a cooperative institution, had been compulsorily bundled with insurance products and a high rate of service fees had been charged, resulting in increasing comprehensive financing costs to the borrowers. We modified our cooperation model with banks such that loan products issued by such institutions that we enable provide several options of insurance companies for borrowers to choose from. Nevertheless, any customer complaints, negative media coverage and claims or litigations as a result of alleged violation of consumer protection laws and regulations may materially harm our reputation and have an adverse impact on our business, results of operations and financial condition. See “Item 4. Information on the Company—B. Business Overview—Regulation—Regulations Relating to the Protection of Consumers Rights and Interests.”
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If the products and services we offer do not maintain or achieve sufficient market acceptance, or if we are unable to effectively manage complaints and claims against us, our financial results and competitive position will be harmed.
We have devoted significant resources to, and will continue to put an emphasis on, upgrading and marketing the existing financial services products available on our mobile apps and our services as well as enhancing their market awareness. We also incur expenses and expend resources to develop and market new products and services that incorporate additional features, improve functionality or otherwise make our mobile apps more attractive to borrowers and funding providers. Nevertheless, products and services we offer may fail to attain sufficient market acceptance for many reasons, including:
| • | users may not find the terms of retail credit products we offer competitive or appealing; |
| • | we may fail to predict market demand accurately and provide products and services that meet this demand in a timely fashion; |
| • | borrowers and funding partners using our mobile apps may not like, find useful or agree with the changes we adopt from time to time; |
| • | there may be defects, errors or failures on our mobile apps; |
| • | there may be negative publicity, including baseless or ill-intentioned negative publicity, about the products or services available on our mobile apps, or the performance or effectiveness of our mobile apps; and |
| • | regulations or rules applicable to us may constrain our operations and growth. |
We launched a new small business owner value-added services platform in November 2022 to foster the growth of an SBO ecosystem, and we have begun to bring in additional service providers to give SBOs access to broader offerings beyond financial products. These include a forum for information exchange, social networking and a suite of digital SaaS solutions. Our goal is to provide SBOs the necessary connectivity and tools for more effective customer acquisition, easier transaction making and overall improved efficiency. There is no assurance that SBOs will find these products, services and solutions attractive or that the SBO ecosystem will contribute to our ability to acquire borrowers or improve our financial performance.
In addition, we have been subject to and may continue to face borrower and investor complaints, negative media coverage and claims or litigation. Large-scale complaints and negative publicity about us could materially harm acceptance of the products and services on our mobile apps. Short sellers may publish, circulate or otherwise amplify negative publicity about us in order to drive down the market value of our ADSs and ordinary shares and profit from their short positions. Any complaint or claim, with or without merit, could be time-consuming and costly to investigate or defend, and may divert our management’s and employees’ time and attention, draw scrutiny, penalties or other disciplinary actions from regulatory bodies and materially harm our reputation. See “—We and our directors, management and employees have been and may continue to be subject to complaints, claims, controversies, regulatory actions, arbitration and legal proceedings, which could have a material adverse effect on our results of operations, financial condition, liquidity, cash flows and reputation” and “—Our business, financial condition, results of operations and prospects may be adversely affected as a result of any failure to protect or promote our brand and reputation, or negative media coverage of our industry or our principal shareholders.” In such events, our competitive position, results of operations and financial condition could be materially and adversely affected.
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We are subject to risks related to our investment advisory business.
Some of our consolidated entities have conducted an investment advisory-related business in mainland China and in Hong Kong, and we may be required to indemnify clients to whom we provide investment advisory services in events of breach of contract or default by other parties to the investment agreements as a result of our contractual obligations. If such events occur, our business, results of operations and financial condition may be materially and adversely affected.
We face competition in the SBO financial services industry.
The SBO financial services industry in China is becoming increasingly competitive. We compete primarily with non-traditional financial service providers such as MYbank, WeBank, Du Xiaoman Financial and JD Technology and with traditional financial institutions, such as traditional banks, which are focused on retail and SMB lending. Many non-traditional financial service providers trace their origins back to services offered by a technology company, so they tend to compete with us in segments of the market that are more amenable to purely technological solutions and do not necessarily require strong financial expertise. Banks may compete with us as lenders or cooperate with us as funding partners. The PRC government is encouraging banks to increase their lending to the small business sector, which may cause them to pay more attention to the kinds of borrowers that we target than they have in the past. In addition, decreases in the maximum APR that can be charged to borrowers and our own increasing focus on high-quality borrowers to maintain credit quality may also cause our target borrowers to overlap more with those that banks have targeted in the past. Some of our larger competitors have significant financial resources to support heavy spending on sales and marketing and to provide more services to customers. We believe that our ability to compete effectively for borrowers depends on many factors, including the variety of our products, user experience on our mobile apps, effectiveness of our risk management, our partnership with third parties, our marketing and selling efforts and the strength and reputation of our brand. Furthermore, as our business continues to grow rapidly, we face significant competition for highly skilled personnel. The success of our growth strategy depends in part on our ability to retain existing personnel and add additional highly skilled employees. Failure to compete effectively in our industry can lead to reduced income and market recognition, and result in material and adverse impact on our business, financial condition and results of operations.
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As we continue to expand our business, we may enter into new business lines and offer new products or services. Development and innovation in our business may expose us to new challenges and risks, including regulation or supervision of regulatory authorities.
We may expand into new business lines as we continue to grow and offer new products and services to our customers in the future. The entry into new areas of business and introduction of new products and services may have inherent and unforeseeable risks and may bring the attention of regulatory authorities. Regulatory measures may impede the conduct of our new businesses and render future innovation unsuccessful. New business operations, products and services also require significant expense and resources to attract and acquire customers, and they may fail to gain market acceptance for a variety of reasons:
| • | our estimate of market demand may not be accurate so that we may not be able to launch products and services that align with and meet specific market demand, or there may not be sufficient market demand for our new business operations; |
| • | changes on our mobile apps, including the introduction of new services and mobile app functions, may not be favorably accepted by existing users; |
| • | we may fail to properly assess creditworthiness of new borrowers, or accurately price new loan products; |
| • | negative publicity or news about our existing products and services may dissuade customers from trying new products and services; |
| • | we may experience delays in launching the new business operations or loan and investment products or services; and |
| • | our competitors may offer products and services that are more attractive. |
If our current or future products and services are not sufficiently attractive to our customers, become obsolete or fail to satisfy the demands of borrowers, we may be unable to successfully compete. Our market share may decline, and our business, financial condition and results of operations will be materially affected.
Fraudulent activities on our mobile apps could negatively impact our operating results, brand and reputation and cause the use of our retail credit and enablement products and services to decrease.
We are subject to risks associated with fraudulent activities on our mobile apps as well as risks associated with handling borrower and client information. Our resources, technologies and fraud detection tools may be insufficient to accurately detect and prevent fraud. Fraudulent information such as fake identification information and fraudulent credit card transaction records and statements could compromise the accuracy of our credit analysis and adversely affect the effectiveness of our control over our delinquency rates. See “—If our credit assessment and risk management model is flawed or ineffective, or if the data that we collect for credit analysis inaccurately reflects borrowers’ creditworthiness, or if we fail or are perceived to fail to effectively manage the default risks of loans we enable for any other reason, our business and results of operations may be adversely affected.” Third parties and our employees may also engage in fraudulent activities, such as conducting organized fraud schemes and fraudulently inducing funding partners to lend. In addition, a significant increase in high profile fraudulent activities could negatively impact our brand name and reputation, discourage funding partners and borrowers from extending credit on or using our mobile apps, lead to regulatory intervention, significantly divert our management’s attention and cause us to incur additional expenses and costs. If any of the foregoing were to occur, our business, results of operations and financial condition could be materially and adversely affected.
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If we fail to protect our mobile apps or the confidential information of our borrowers, whether due to cyber-attacks, computer viruses, physical or electronic break-in, breaches by employees and third parties or other reasons, we may be subject to liabilities imposed by relevant laws and regulations, and our reputation and business may be materially and adversely affected.
Our computer system and data storage facilities, the networks we use, the networks of other third parties with whom we interact, are potentially vulnerable to physical or electronic computer break-ins, viruses and similar disruptive problems or security breaches. A party that is able to circumvent our security measures could misappropriate proprietary information or customer information, jeopardize the confidential nature of the information we transmit over the internet and mobile network or cause interruptions in our operations. We or our service providers may be required to invest significant resources to protect against the threat of security breaches or to alleviate problems caused by any breaches.
In addition, we collect, store and process certain personal and other sensitive data concerning our borrowers and investors, which makes us a potentially vulnerable target to cyber-attacks, computer viruses, physical or electronic break-ins or similar disruptions, some of which could breach our security measures. Because the techniques used to sabotage or obtain unauthorized access to systems change frequently and generally are not recognized until they are launched against a target, we may not be able to anticipate these techniques or implement adequate preventative measures. Any accidental or willful security breaches or other unauthorized access to our system could cause confidential information to be stolen and used for criminal purposes. Security breaches or unauthorized access to or sharing of confidential information could also expose us to liability related to the loss of the information, time-consuming and expensive litigation and negative publicity. In addition, leakages of confidential information may be caused by third-party service providers or business partners. If security measures are breached because of third-party action, employee misconduct or error, failure in information security management, malfeasance or otherwise, or if design flaws in our technology infrastructure are exposed and exploited, our relationships with borrowers and institutional partners could be severely damaged, we may become susceptible to future claims if our borrowers and institutional partners suffer damages, and could incur significant liability, and our business and operations could be adversely affected.
We are subject to governmental regulation and other legal obligations related to the protection of personal data, privacy and information security in the regions where we do business, and there has been and may continue to be a significant increase in such laws that restrict or control the use of personal data. See “—Failure to comply with existing or future laws and regulations related to data protection, data security, cybersecurity or personal information protection could lead to liabilities, administrative penalties or other regulatory actions, which could negatively affect our operating results and business.”
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Any failure to obtain, renew or retain requisite approvals, licenses or permits applicable to our enablement of wealth management products may have a material adverse effect on our business, financial condition and results of operations.
The internet-related laws and regulations issued by PRC government are relatively new and evolving, and their interpretation and enforcement involve significant uncertainties. As a result, in certain circumstances it may be difficult to determine what actions or omissions may be deemed to be in violation of applicable laws and regulations. Currently, there has been no specific regulation pertaining to the requisite approvals, licenses or permits applicable to a mobile app like Lufax App. However, new laws, rules, regulations, measures, polices or interpretations may arise from time to time in the future. We may be required to obtain various approvals, licenses and permits from different regulatory authorities in order to offer certain categories of our wealth management products online.
Due to the complexities, uncertainties and frequent changes in laws, rules, regulations and their interpretation and implementation, we may not always be able to obtain all the applicable approvals, licenses and permits, and we may be penalized by governmental authorities for facilitating products or providing services without proper approvals, licenses or permits. For example, we cannot assure you that we will not be required to obtain any additional ICP license or additional license for value-added telecommunications services covering online data processing and transaction processing business for our current wealth management business operations. Moreover, as we continue to increase the product and service selection on our mobile apps, we may also become subject to new or existing laws and regulations that did not affect us in the past. Failure to obtain, renew, or retain requisite licenses, permits or approvals may adversely affect our ability to conduct or expand our business.
In addition, we have upgraded and moved our wealth management investors’ balances from our system, which we offered as an add-on service to streamline our investors’ subscription process at their consent, to bank accounts with a commercial bank for substantially all of our active investors. With this new service, our investors can use their bank account balances to directly purchase wealth management products displayed on our mobile apps. However, our historical practice of allowing our investors to top-up and transfer their balances on our system to purchase wealth management products and withdraw the funds to their bank accounts may be deemed to be engaging in payment services without having obtained the required licenses in violation of Administrative Measures for the Payment Services Provided by Non-financial Institutions and the Notice of the General Office of the People’s Bank of China on Further Strengthening the Disciplinary Action against Unlicensed Transaction of Payment Business. Thus, we cannot be certain that the measures or the circular will not apply or that our past practices would not be deemed to violate any existing or future laws, regulations and rules or subject us to regulatory penalties.
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The wealth management products displayed on our mobile apps involve various risks, and failure to identify or fully appreciate such risks will negatively affect our reputation, client relationships, operations and prospects.
We display a broad variety of wealth management products on our mobile apps, including asset management plans, mutual funds, private investment funds and trust products, among others. These products often have complex structures and involve various risks, including default risk, interest rate risk, liquidity risk and other risks. In addition, third parties we collaborate with might be confronted with liquidity risks, which may expose our investors to the liquidity risks in the products we display on our mobile apps. Moreover, the wealth management products available on our mobile apps are also subject to systematic risk and market volatility, which may reduce the value of the investments of our investors regardless of the performance or profitability of the businesses underlying such investment products.
Neither the principal nor the return of the wealth management products available on our mobile apps is guaranteed by us. Nevertheless, our investors may attempt to hold us responsible for their losses, which could harm our reputation and result in reduced traffic to our mobile apps. Furthermore, we may face pressure from regulatory authorities to share losses incurred by our investors in order to maintain social harmony and financial market stability, which can have a material and adverse impact on our business, results of operations and financial condition.
In addition, our suitability management and transparent disclosure policies and procedures may not be fully effective in mitigating suitability-related risks in all scenarios. If we or our customer service personnel are found to have engaged in suitability-related misconduct, we may be held responsible when our investors incur losses, and our reputation, client relationships, business and prospects will be materially and adversely affected. For more details on risks relating to our product risk management, see “—Information regarding individuals to whom we provide our financial services may not be complete, and our ability to perform due diligence, detect borrower fraud or manage our risks may be compromised as a result.”
Our business, financial condition, results of operations and prospects may be adversely affected as a result of any failure to protect or promote our brand and reputation, or negative media coverage of our industry or our principal shareholders.
Our reputation and brand recognition plays an important role in earning and maintaining the trust and confidence of our existing and potential borrowers and institutional partners. Our reputation and brand are vulnerable to many threats that can be difficult or impossible to control, and costly or impossible to remediate. Regulatory inquiries or investigations, lawsuits initiated by borrowers, users or other third parties, employee misconduct, and perceptions of conflicts of interest and rumors, among other things, could substantially damage our reputation, even if they are baseless or satisfactorily addressed. In addition, any perception that the quality of products and services available on our mobile apps may not be the same as or better than those available elsewhere can also damage our reputation. Moreover, any negative media publicity about the financial services industry in general or product or service quality problems of others in our industry, including our competitors, may also negatively impact our reputation and brand. In addition, Ping An Group, one of our principal shareholders, may from time to time be subject to negative media coverage. If we are unable to maintain a good reputation or further enhance our brand recognition, our ability to attract and retain users, customers, third-party partners and key employees could be harmed and, as a result, our business and income would be materially and adversely affected.
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Ping An Insurance has considerable influence over us and our affairs and strategy and some of their interests may not be aligned with the interests of our other shareholders.
Ping An Insurance is one of our principal shareholders. As of February 28, 2023, the total of all the ordinary shares beneficially owned by Ping An Insurance, through An Ke Technology Company Limited and China Ping An Insurance Overseas (Holdings) Limited, was approximately 41.4% of our issued and outstanding ordinary shares. As a result, Ping An Insurance exerts considerable influence on our board of directors and management. They will continue to have considerable influence over our corporate affairs, including significant corporate actions such as mergers, consolidations, election of directors and amending our constitutional documents.
When exercising its rights as our shareholder, Ping An Insurance may take into account not only the interests of our company and our other shareholders but also its own interests, the interests of its shareholders and the interests of its other affiliates. The interests of our company and our other shareholders may conflict with the interests of Ping An Insurance and its shareholders and other affiliates. These types of conflicts may result in our losing business opportunities, including opportunities to enter into lines of business that may directly or indirectly compete with those pursued by Ping An Insurance or the companies within its ecosystem, and will limit your ability to influence corporate matters and may discourage, delay or prevent potential merger, takeover or other change of control transactions, which could have the effect of depriving holders of our ordinary shares or ADSs of the opportunity to sell their ordinary shares or ADSs at a premium over the prevailing market price.
Our shareholding structure is subject to further change, which could dilute the interests of existing shareholders or have a material adverse effect on our share price, our ability to raise funds and our funding costs.
On September 30, 2020, we issued automatically convertible promissory notes and optionally convertible promissory notes in a total principal amount of US$1,361,925,000 to certain holders of our Class C ordinary shares, in exchange for a total of 45,287,111 Class C ordinary shares held by them. The automatically convertible promissory notes were converted into 7,566,665 ordinary shares upon the closing of our initial public offering in November 2020. The optionally convertible promissory notes could be converted into an aggregate of 43,506,290 ordinary shares as of February 28, 2023. In October 2015, in connection with our acquisition of the retail credit and enablement business from Ping An Insurance, we issued convertible promissory notes in a total principal amount of US$1,953.8 million to China Ping An Insurance Overseas (Holdings) Limited, and subsequently China Ping An Insurance Overseas (Holdings) Limited agreed to transfer US$937.8 million of the outstanding principal amount of the convertible promissory notes and all rights, benefits and interests attached thereunder to An Ke Technology Company Limited. In December 2022, our company, China Ping An Insurance Overseas (Holdings) Limited and An Ke Technology Company Limited entered into an amendment and supplemental agreement to amend the terms of the convertible promissory notes, pursuant to which our company agreed to redeem 50% of the outstanding principal amount of the convertible promissory notes from China Ping An Insurance Overseas (Holdings) Limited and An Ke Technology Company Limited, and the remaining outstanding principal amount of the convertible promissory notes can be converted into the shares of our company at any time from April 30, 2026 until the date which is five business days before (and excluding) October 8, 2026, at an initial conversion price of US$14.8869 per ordinary share subject to certain adjustments as set forth in each of the convertible promissory notes. As of February 28, 2023, options to purchase a total of 14,435,896 ordinary shares and performance share units to receive a total of 2,320,547 ordinary shares were outstanding under the share incentive plans. In the event that the conversion of the optionally convertible promissory notes, the conversion of the convertible promissory notes we issued to China Ping An Insurance Overseas (Holdings) Limited and An Ke Technology Company Limited, exercise of the outstanding options or the vesting of performance share units happens, our shareholding structure may change and the shareholding percentage of our existing shareholders and investors will be diluted.
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Further, the China Banking and Insurance Regulatory Commission promulgated the Measures for the Supervision and Administration of Insurance Group Companies on November 24, 2021 to strengthen the supervision and management of insurance companies. The measures restated that an insurance group company cannot hold a more than 25% shareholding in a non-financial enterprise or have a material influence in a non-financial enterprise, with certain exceptions. Ping An Insurance is one of our principal shareholders. As of February 28, 2023, the total of all the ordinary shares beneficially owned by Ping An Insurance, through An Ke Technology Company Limited and China Ping An Insurance Overseas (Holdings) Limited, was approximately 41.4% of our issued and outstanding ordinary shares. As the measures are relatively new, there are still uncertainties regarding its interpretation and implementation. If the government authorities determine that we are a non-financial enterprise, Ping An Insurance may need to adjust its shareholding percentage in our company. In the event that Ping An Insurance ceases to be our principal shareholder, we believe that our company can continue to maintain its collaborative relationship with Ping An Group on an on-going basis as our business and the business of Ping An Insurance are complementary and our business cooperation with Ping An Group is mutually beneficial. Through such cooperations, Ping An Group will continue to benefit from the revenue generated from the service fees charged for the provision of credit enhancement services to the borrowers we enable and the fees charged for the provisions of other services and products to us. In addition, Ping An Group will also continue to benefit from the services and products we provide to them. However, change in Ping An Insurance’s shareholding in our company could have a material adverse effect on our share price, our ability to raise funds and our funding costs.
We may be subject to risks due to the business conducted by our microloan subsidiaries prior to 2021.
Our three microloan subsidiaries stopped funding new loans in December 2020 in response to regulatory changes in China. We canceled the microloan business license held by our Shenzhen and Hunan microloan subsidiaries in May 2022 and April 2022, respectively, and we completed the de-registration of our Hunan microloan subsidiary at local Administration of Market Regulation in December 2022. Shenzhen microloan subsidiary is currently in the process of de-registration, which is estimated to be completed by the end of April 2023. Our application to change the business scope of our Chongqing microloan subsidiary to offline microloans has been approved. However, our microloan subsidiaries were and are subject to laws, regulations and supervision by national, provincial and local government and judicial authorities, and we may be subject to risks due to the business conducted by our microloan subsidiaries prior to 2021.
The Civil Code of the PRC provides that no interest shall be deducted from the principal of loans in advance, and if any interest amount is deducted, the amount of principal and interest to be repaid by the borrower shall be calculated based on the actual amount borrowed. The Notice on Specific Rectification Implementation Measures for Risk of Online Microloan Businesses of Microloan Companies further prohibits the upfront deduction of interest, commission fees, management fees or deposits from loans by microloan companies before they are released to the borrowers. Such prohibition is also highlighted by the Notice on Strengthening the Supervision and Management of Microloan Companies issued by the China Banking and Insurance Regulatory Commission in September 2020, which provides that where a microloan company has deducted any upfront fees in violation of rules and regulations, the borrower will only need to repay the actual loan amount after the exclusion of the interest and fees deducted, and the loan’s interest rate shall be calculated accordingly. Furthermore, Circular 141 prohibits third-party platforms that cooperate with banking institutions to enable loans from collecting interest or fees from borrowers. Historically, the service fees and interest payment for a small part of our retail credit and enablement services by our microloan subsidiaries were arranged to be paid by the borrowers simultaneously when the principals of the funds were released to the borrowers. We ceased this upfront deduction collection method in 2018 and, as of December 31, 2022, none of our outstanding loans had fees deducted up-front in the past. We have gradually adjusted to charge fees through our licensed financing guarantee subsidiaries since early 2018.
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In addition, some of our microloan subsidiaries maintained leverage ratios that were above the maximum level allowed historically. Since 2021, we have modified our microloan companies’ business models in order to comply with the leverage ratio requirements and other laws, regulations, policies and measures for these companies in all of these jurisdictions. For example, on September 7, 2020, the China Banking and Insurance Regulatory Commission issued the Notice on Strengthening the Supervision and Management of Microloan Companies, or Circular 86. Adopted to regulate the operations of microloan companies, Circular 86 stipulates that the financing balance of a microloan company’s funding by bank loans, shareholder loans and other non-standard financing instruments shall not exceed such company’s net assets, and the financing balance of the microloan company funding by issuance of bonds, asset securitization products and other instruments of standardized debt assets shall not exceed four times of its net assets. Local financial regulatory authorities may further lower the leverage limits mentioned above
On November 2, 2020, the China Banking and Insurance Regulatory Commission, the People’s Bank of China and other regulatory authorities released a consultation draft of the Interim Measures for the Administration of Online Microloan Business, which states that a microloan company must obtain the official approval of the China Banking and Insurance Regulatory Commission to conduct an online micro lending businesses outside the province where it is registered. In addition, the draft provides the statutory qualified requirements for an online microloan company, covering such things as registered capital, controlling shareholders, and use of the internet to engage in an online microloan business. In response to this, we stopped using our microloan subsidiaries to fund new loans in December 2020. As of December 31, 2022, the balance of legacy business of our Chongqing microloan subsidiary was RMB94.8 million. We have canceled the microloan business licenses held by our Shenzhen and Hunan microloan subsidiaries and we completed the de-registration of our Hunan microloan subsidiary at local Administration of Market Regulation in December 2022. Shenzhen microloan subsidiary is currently in the process of de-registration, which is estimated to be completed by the end of April 2023. We decided to de-register these two microloan subsidiaries due to the updates to our business model and our effort to optimize our organizational structure and management efficiency. We have also applied and obtained approval from the authorities regarding cancelation of the online loan business permit held by our remaining Chongqing microloan subsidiary. As a result, our Chongqing microloan subsidiary may only conduct an offline microloan business in the future.
On July 12, 2021, our Chongqing microloan subsidiary was fined RMB340,000 (US$49,295) by the Chongqing Branch of the People’s Bank of China for non-compliance that occurred in 2017, including, among other things, our overdue response to objections to personal credit information. As of the date of this annual report, we had paid the fine in full and completed the relevant rectification. We may be subject to further regulatory warnings, correction orders, condemnation and fines regarding our historical microloan business and may be required to further modify our business if our microloan company is deemed to have violated national, provincial or local laws and regulations or regulatory orders and guidance in the future.
If we are unable to provide a high-quality customer experience, our reputation and business may be materially and adversely affected.
The success of our SBO financial services business largely depends on our ability to provide a high-quality customer experience, which in turn depends on factors such as our ability to provide a reliable and easy-to-use customer interface for our users, our ability to further improve and streamline our service process and our ability to continue to make available products and services at competitively low costs or high returns for our borrowers. If borrowers are not satisfied with our services, or if our system is severely interrupted or otherwise fails to meet their demand, our reputation could be adversely affected and we could fail to maintain user loyalty.
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Our ability to provide high-quality customer experience also depends on the quality of the products and services provided by our business partners, such as third-party service providers who maintain our security systems and ensure confidentiality and security, over which we have limited or no control. In the event that a user is dissatisfied with the quality of the products and services provided by our business partners, we have limited means to directly make improvements in response to customer complaints, and our business, reputation, financial performance and prospects could be materially and adversely affected.
Furthermore, we depend on our customer service hotlines and online customer service centers to provide certain services to our users. If our customer service representatives fail to provide satisfactory services, or if waiting time is too long due to the high volume of calls from users at peak times, our brands and user loyalty may be adversely affected. In addition, any negative publicity or poor feedback regarding our customer service may harm our brands and reputation and in turn cause us to lose users and market share. As a result, if we are unable to continue to maintain or enhance our user experience and provide a high quality customer service, we may not be able to retain borrowers or attract prospective borrowers, which could have a material adverse effect on our business, financial condition and results of operations.
Our success and future growth depend significantly on our marketing efforts, and if we are unable to promote and maintain our brands in an effective and cost-efficient way, our business and financial results may be harmed.
Our brand and reputation are integral to our acquisition of borrowers and institutional partners. We intend to invest in marketing and brand promoting efforts, especially in connection with the growth of our new ecosystem for small business owners and the introduction of new loan products. Our marketing channels include traditional marketing media, social media, word of mouth and channel partners. If our current marketing efforts and channels are less effective or inaccessible to us, or if the cost of such channels significantly increases or we cannot penetrate the market with new channels, we may not be able to promote and maintain our brands and reputation to maintain or grow the existing app user base.
Our efforts to build our brands have caused us to incur significant expenses. Our sales and marketing expenses reached RMB17.8 billion, RMB18.0 billion and RMB15.8 billion (US$2.3 billion) for the years ended December 31, 2020, 2021 and 2022, respectively. It is likely that our future marketing efforts will require us to incur significant additional expenses. These efforts may not result in increased income in the immediate future or at all and, even if they do, any increases in income may not offset the expenses incurred. If we are unable to promote and maintain our brands and reputation in a cost-efficient manner, our market share could diminish or we could experience a lower growth rate than we anticipated, which would harm our business, financial condition and results of operations.
We may not be able to prevent others from making unauthorized use of our intellectual property, which could harm our business and competitive position.
We regard our software registrations, trademarks, domain names, know-how, proprietary technologies and similar intellectual property as critical to our success, and we rely on a combination of intellectual property laws and contractual arrangements, including confidentiality and non-compete agreements with our employees and others, to protect our proprietary rights. See “Item 4. Information on the Company—B. Business Overview—Intellectual Property.” Any of our intellectual property rights could be challenged, invalidated, circumvented or misappropriated, or such intellectual property may not be sufficient to provide us with competitive advantages. For example, we regularly file applications to register our trademarks in China, but these applications may not be timely or successful and may be challenged by third parties. Meanwhile, intellectual property rights and confidentiality protections in China may not be as effective as those in the U.S. or other jurisdictions for many reasons, including lack of procedural rules for discovery and evidence, and low damage awards. Implementation and enforcement of China intellectual property laws have historically been deficient and ineffective. As a result, we may not be able to adequately protect our intellectual property rights, which could adversely affect our income and competitive position. In addition, parts of our business rely on technologies developed or licensed by third parties, and we may not be able to obtain or continue to obtain licenses and technologies from these third parties on reasonable terms, or at all.
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It is often difficult to maintain and enforce intellectual property rights in China. Statutory laws and regulations are subject to judicial interpretation and enforcement and may not be applied consistently due to the lack of clear guidance on statutory interpretation. Confidentiality and non-compete agreements may be breached by counterparties, and there may not be adequate remedies available to us for any such breach. Accordingly, we may not be able to effectively protect our intellectual property rights or to enforce our contractual rights in China. Preventing any unauthorized use of our intellectual property is difficult and costly and the steps we take may be inadequate to prevent the misappropriation of our intellectual property. In the event that we resort to litigation to enforce our intellectual property rights, such litigation could result in substantial costs and a diversion of our managerial and financial resources. We can provide no assurance that we will prevail in such litigation. In addition, our trade secrets may be leaked or otherwise become available to, or be independently discovered by, our competitors. To the extent that our employees or consultants use intellectual property owned by others in their work for us, disputes may arise as to the rights in related know-how and inventions. Any failure in protecting or enforcing our intellectual property rights could have a material adverse effect on our business, financial condition and results of operations.
We may be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt our business and operations.
We cannot be certain that our operations or any aspects of our business have not or will not infringe upon or otherwise violate trademarks, patents, copyrights, know-how or other intellectual property rights held by third parties. From time to time in the future, we may be subject to legal proceedings, claims or penalties relating to the intellectual property rights of others. In addition, there may be third-party trademarks, patents, copyrights, know-how or other intellectual property rights that are infringed by the products and services available on our mobile apps or other aspects of our business without our awareness. Holders of such intellectual property rights may seek to enforce such intellectual property rights against us in mainland China, the United States or other jurisdictions. If any third-party infringement claims are brought against us, we may be forced to divert management’s time and other resources from our business and operations to defend against these claims, regardless of their merits.
Additionally, the application and interpretation of China’s intellectual property right laws and the procedures and standards for granting trademarks, patents, copyrights, know-how or other intellectual property rights in China are still evolving and are uncertain, and we cannot assure you that PRC courts or regulatory authorities would agree with our analysis. If we were found to have violated the intellectual property rights of others, we may be subject to liability and penalties for our infringement activities or may be prohibited from using such intellectual property, and we may incur licensing fees or be forced to develop alternatives of our own. As a result, our business and results of operations may be materially and adversely affected.
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Our website, apps and internal systems rely on software that is highly technical, and if it contains undetected errors, our business could be adversely affected.
Our website, apps and internal systems rely on software that is highly technical and complex. In addition, our website, apps and internal systems depend on the ability of the software to store, retrieve, process and manage immense amounts of data. The software on which we rely has contained, and may now or in the future contain, undetected errors or bugs. Some errors may only be discovered after the code has been released for use. Errors or other design defects within the software on which we rely may result in a negative experience for users and our funding and other business partners, delay introductions of new features or enhancements, result in errors or compromise our ability to protect data or our intellectual property. Any errors, bugs or defects discovered in the software on which we rely could result in harm to our reputation, loss of users or financial service provider partners or liability for damages, any of which could adversely affect our business, results of operations and financial conditions.
Any significant disruption in service on our website, apps or computer systems, including events beyond our control, could reduce the attractiveness of our services and solutions and result in a loss of users or financial service provider partners.
In the event of a system outage and physical data loss, the performance of our website, apps, services and solutions would be materially and adversely affected. The satisfactory performance, reliability and availability of our website, apps, services and solutions and the technology infrastructure that underlies them are critical to our operations and reputation and our ability to retain existing and attract new users and partners. Much of our system hardware is hosted in leased facilities located in Shanghai, Shenzhen and Hebei that are operated by our IT staff. We also maintain a real-time backup system and a remote backup system at separate facilities also located in Shanghai, Shenzhen and Hebei. Our operations depend on our ability to protect our systems against damage or interruption from natural disasters, power or telecommunications failures, air quality issues, environmental conditions, computer viruses or other attempts to harm our systems, criminal acts and similar events. If there is a lapse in service or damage to our facilities, we could experience interruptions and delays in our service and may incur additional expense in arranging new facilities.
Any interruptions or delays in the availability of our website, apps, services or solutions, whether accidental or willful, and whether as a result of our own or third-party error, natural disasters or security breaches, could harm our reputation and our relationships with users and partners. Our disaster recovery plan has not been tested under actual disaster conditions, and we may not have sufficient capacity to recover all data and services in the event of an outage, and such recovery may take a prolonged period of time. These factors could damage our brand and reputation, divert our employees’ attention and subject us to liability, any of which could adversely affect our business, financial condition and results of operations.
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Our operations depend on the performance of the internet infrastructure and telecommunications networks in China.
Almost all access to the internet in China is maintained through state-owned telecommunication operators under the administrative control and regulatory supervision of the Ministry of Industry and Information Technology. We primarily rely on a limited number of telecommunication service providers to provide us with data communications capacity through local telecommunications lines and internet data centers to host our servers. We have limited access to alternative networks or services in the event of disruptions, failures or other problems with China’s internet infrastructure or the fixed telecommunications networks provided by telecommunication service providers. With the expansion of our business, we may be required to upgrade our technology and infrastructure to keep up with the increasing traffic on our mobile apps. We cannot assure you that the internet infrastructure and the fixed telecommunications networks in China will be able to support the demands associated with the continued growth in internet usage. In addition, we have no control over the costs of the services provided by telecommunication service providers. If the prices we pay for telecommunications and internet services rise significantly, our financial performance may be adversely affected. Furthermore, if internet access fees or other charges to internet users increase, our user traffic may decline and our business may be harmed.
Our services depend on the effective use of mobile operating systems and the efficient distribution through mobile application stores, which we do not control.
Our products, services and solutions are available through our mobile apps. It is difficult to predict the problems we may encounter in developing mobile apps for newly released devices and mobile operating systems, and we may need to devote significant resources to the development, support and maintenance of such apps. We are dependent on the interoperability of providing our services on popular mobile operating systems that we do not control, such as Android and iOS, and any changes in such systems that degrade the accessibility of our services or give preferential treatment to competing products and services could adversely affect the usability of our services on mobile devices. In addition, we rely upon third-party mobile app stores for users to download our mobile apps. Consequently, the promotion, distribution and operation of our mobile apps are subject to app stores’ standard terms and policies for application developers. Our future growth and results of operations could suffer if it is difficult for our users to access and utilize our services on their mobile devices.
We may be held liable for information or content displayed on, retrieved from or linked to our mobile applications, which may materially and adversely affect our business and operating results.
Our mobile apps are regulated by the Administrative Provisions on Mobile Internet Applications Information Services, or the APP Provisions, promulgated by the Cybersecurity Adminstration of China in 2022. According to the APP Provisions, an App provider shall be responsible for the display results of the information content, and shall not generate or spread illegal information, and shall consciously prevent and resist illegal or harmful information. We cannot assure that with our internal control procedures in place screening the information and content on our mobile applications, all the information or content displayed on, retrieved from or linked to our mobile applications complies with the requirements of the APP Provisions at all times. If our mobile applications were found to be violating the APP Provisions, we may be subject to penalties, including warning, service suspension or removal of our mobile applications from the relevant mobile application store, which may materially and adversely affect our business and operating results.
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We make some use of open source software, and any failure to comply with the terms of one or more of these open source licenses could negatively affect our business.
We make some use of software covered by open source licenses. Open source license terms are often ambiguous, and there is little or no legal precedent governing the interpretation of many of the terms of certain of these licenses. Therefore, the potential impact of such terms on our business is somewhat unknown. If portions of our proprietary software are determined to be subject to an open source license, we could be required to release the affected portions of our source code, re-engineer all or a portion of our technologies or otherwise be limited in the licensing of our technologies, each of which could reduce or eliminate the value of our technologies and loan products. There can be no assurance that efforts we take to monitor the use of open source software to avoid uses in a manner that would require us to disclose or grant licenses under our proprietary source code will be successful, and such use could inadvertently occur. This could harm our intellectual property position and have a material adverse effect on our business, results of operations, cash flow and financial condition. In addition to risks related to license requirements, usage of open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or controls on the origin of the software. Many of the risks associated with the use of open source software cannot be eliminated, and could adversely affect our business.
We may be subject to domestic and overseas anti-money laundering and anti-terrorist financing laws and regulations and any failure by us, funding partners or payment agents to comply with such laws and regulations could damage our reputation, expose us to significant penalties and decrease our income and profitability.
We are subject to anti-money laundering and anti-terrorist laws and regulations in PRC and other jurisdictions where we operate. We have implemented various policies and procedures in compliance with all applicable anti-money laundering and anti-terrorist financing laws and regulations, including internal controls and KYC procedures, for preventing money laundering and terrorist financing. In addition, we rely on our funding partners and payment agents, in particular banks and online payment companies that handle the transfer of funds from funding partners to the borrowers, to have their own appropriate anti-money laundering policies and procedures. Certain of our funding partners, including banks, are subject to domestic and overseas anti-money laundering obligations under applicable anti-money laundering laws and regulations and are regulated in that respect by the People’s Bank of China, the Hong Kong Monetary Authority or the Indonesia Financial Services Authority.
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Our anti-money laundering and anti-terrorist financing policies and procedures may not be completely effective in preventing other parties from using us, any of our users, clients or third-party partners as a conduit for money laundering (including illegal cash operations), terrorist financing or sanctioned activities without our knowledge. If we were to be associated with money laundering (including illegal cash operations), terrorist financing or sanctioned activities, our reputation could suffer and we could become subject to regulatory fines, sanctions, or legal enforcement, including being added to any “blacklists” that would prohibit certain parties from engaging in transactions with us, all of which could have a material adverse effect on our financial condition and results of operations. In addition, the laws and regulations on anti-money laundering and anti-terrorist financing might be tightened in the future, which may impose more obligations on us and our users, clients and third-party partners. Even if we, our users, clients and business partners comply with the applicable domestic and overseas anti-money laundering laws and regulations, we may not be able to fully eliminate money laundering and other illegal or improper activities in light of the complexity and the secrecy of these activities. Any negative perception of the industry, such as that arises from any failure of other credit enablement businesses to detect or prevent money laundering activities, even if factually incorrect or based on isolated incidents, could compromise our image, undermine the trust and credibility we have established, and negatively impact our financial condition and results of operations.
We may need additional capital to accomplish our business objectives, pursue business opportunities and maintain and expand our business, and financing may not be available on terms acceptable to us, or at all.
Historically, we have issued equity and convertible debt securities to support the growth of our business. As we intend to continue to make investments to support the growth of our business, we may require additional capital to accomplish our business objectives and pursue business opportunities, and maintain and expand our business, including developing new products and services, further enhancing our risk management capabilities, increasing our marketing expenditures to improve brand awareness, enhancing our operating infrastructure, acquiring complementary businesses and technologies, obtaining necessary approvals, licenses or permits and pursuing international expansion.
Due to the unpredictable nature of the capital markets and our industry, we cannot assure you that we will be able to raise additional capital on terms favorable to us, or at all, if and when required, especially if we experience disappointing operating results. If adequate capital is not available to us as required, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our infrastructure or respond to competitive pressures could be significantly limited, which would adversely affect our business, financial condition and results of operations. If we do raise additional funds through the issuance of equity or convertible debt securities, the ownership interests of our shareholders could be significantly diluted. These newly issued securities may also have rights, preferences or privileges senior to those of existing shareholders.
We continually evaluate and consummate strategic investments, acquisitions and strategic alliances and investments, which could be difficult to integrate and could require significant management attention, disrupt our business and adversely affect our financial results if such investment fails to meet our expectations.
We evaluate and consider strategic investments, combinations, acquisitions or alliances to further increase the value of our mobile apps and better serve borrowers and funding partners. If we fail to identify or secure suitable acquisition and business partnership opportunities or our competitors capitalize on such opportunities before we do, it could impair our ability to compete with our competitors and adversely affect our growth prospects and results of operations.
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Even if we are able to identify an attractive business opportunity, we may not be able to successfully consummate the transaction or may need to compete with other participants. In addition, investments or acquisitions may be subject to PRC and overseas regulation and supervision, and might be vetoed by regulatory agencies. Even if we do consummate such transactions, they may not be successful. They may not benefit our business strategy or generate sufficient income to offset the associated acquisition costs.
In addition, strategic investments and acquisitions will involve risks commonly encountered in business relationships. If we fail to properly evaluate and manage the risks, our business and prospects may be seriously harmed and the value of your investment may decline. Such risks include:
| • | difficulties in assimilating and integrating the operation, personnel, systems, data, technologies, products and services of the acquired business; |
| • | inability of the acquired technologies, products or businesses to achieve expected levels of income, profitability, productivity or other benefits; |
| • | difficulties in retaining, training, motivating and integrating key personnel; |
| • | diversion of management’s time and resources from our normal daily operations and potential disruptions to our ongoing business; |
| • | difficulties in successfully incorporating licensed or acquired technology and rights into our mobile apps; |
| • | difficulties in maintaining uniform standards, controls, procedures and policies within the combined organization; |
| • | difficulties in retaining relationships with customers, employees and suppliers of the acquired business; |
| • | risks of entering markets in which we have limited or no prior experience; |
| • | regulatory risks, including remaining in good standing with existing regulatory bodies or being subject to new regulators with oversight over an acquired business; |
| • | assumption of contractual obligations that contain terms that are not beneficial to us; |
| • | liability for activities of the acquired business before the acquisition, including intellectual property infringement claims, violations of laws, commercial disputes, tax liabilities, labor disputes, regulatory actions and penalties and other known and unknown liabilities; and |
| • | unexpected costs and unknown risks and liabilities associated with strategic investments or acquisitions. Our quarterly results may fluctuate significantly and may not fully reflect the underlying performance of our business. |
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Our quarterly operational results, including the levels of our income, expenses and other key metrics, may vary significantly in the future due to a variety of factors, some of which are outside of our control, and period-to-period comparisons of our operating results may not be meaningful, especially given our relatively limited operating history.
Our business depends on the continued efforts of our senior management. If one or more of our key executives were unable or unwilling to continue in their present positions, our business may be severely disrupted.
Our business operations depend on the continued services of our senior management, particularly the executive officers named in this annual report. We cannot assure you that we can continue to retain their services. If one or more of our key executives were unable or unwilling to continue in their present positions, we might not be able to replace them easily or at all, our future growth may be constrained, our business may be severely disrupted and our financial condition and results of operations may be materially and adversely affected. In addition, although we have entered into confidentiality and non-competition agreements with our management, there is no assurance that any member of our management team will not join our competitors or form a competing business. If any dispute arises between our current or former officers and us, we may have to incur substantial costs and expenses in order to enforce such agreements in China or we may not be able to enforce them at all.
We have granted, and may continue to grant, share options and other forms of share-based incentive plans, which may result in increased share-based compensation expenses.
We have adopted the share incentive plans for the purposes of attracting and retaining the best available personnel by linking the personal interests of our employees to our success and by providing such individuals with an incentive for outstanding performance to generate superior returns for the shareholders. As of February 28, 2023, options to purchase a total of 19,171,350 ordinary shares and performance share units to receive a total of 3,031,717 ordinary shares were outstanding under the share incentive plans. In 2020, 2021 and 2022, we recorded share-based compensation expenses of RMB165 million, RMB133 million and RMB46 million (US$6.7 million), respectively. We believe the granting of share-based compensation is of significant importance to our ability to attract and retain key personnel and employees, and we will continue to grant share-based compensation to employees in the future. As a result, our expenses associated with share-based compensation may increase, which may have an adverse effect on our results of operations.
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We compete for skilled and quality employees, and failure to attract and retain them may adversely affect our business and prevent us from achieving our intended level of growth.
We believe our success depends on the efforts and talent of our employees, including sales and marketing, technology and product development, risk management, operation management and finance personnel. Our future success depends on our continued ability to attract, develop, motivate and retain qualified and skilled employees. The upgrades to our business model to create a new ecosystem for small business owners will put additional demands on our ability to attract and retain employees, as we will need employees who combine skills and experience in a number of areas, including credit enablement, small businesses and social media. Finding these people and retaining them as they learn how our tools work and gain experience in advising small business owners in using those tools will be important to the success of our business model. Competition for highly skilled sales, technical, risk management, operation management and financial personnel is extremely intense. We may not be able to hire and retain these personnel at compensation levels consistent with our existing compensation and salary structure. Some of the companies with which we compete for experienced employees have greater resources than we have and may be able to offer more attractive terms of employment.
In addition, we invest significant time and resources in the training of our employees, which increases their value to competitors who may seek to recruit them. If we fail to retain our employees, we could incur significant expenses in hiring and training their replacements, and the quality of our services and our ability to serve borrowers and institutional partners could diminish, resulting in a material adverse effect to our business.
If labor costs in the PRC increase substantially, our business and costs of operations may be adversely affected.
The Chinese economy has experienced inflation and labor cost increases in recent years. According to the National Bureau of Statistics of China, the year-over-year percent changes in the consumer price index for December 2020, 2021 and 2022 were increases of 0.2%, 1.5% and 1.8%, respectively. Average wages are projected to continue to increase. For the years ended December 31, 2020, 2021 and 2022, our employee benefit expenses reached RMB14.1 billion, RMB16.4 billion and RMB15.1 billion (US$2.2 billion), respectively. We expect that our labor costs, including wages and employee benefits, will continue to increase. If we are unable to control our labor costs or pass on these increased labor costs, our financial condition and results of operations may be adversely affected.
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International expansion may expose us to additional risks.
While our historical operations have been focused in China, we have expanded our operations internationally in recent years. We launched our operations in Singapore in 2017 to provide multiple investment related services to clients, and we expanded into Hong Kong and Indonesia in 2019. There can be no assurance that our international expansion will be successful. We have closed down our operations in Singapore and are in the process of closing down our operations in Hong Kong. While our income from international operations is not yet material to our company as a whole, our current or future international expansion may expose us to additional risks, including:
| • | challenges associated with relying on local partners in markets that are not as familiar to us, including local joint venture partners to help us establish our business; |
| • | the burden of compliance with additional regulations and government authorities in a highly regulated industry; |
| • | potentially adverse tax consequences from operating in multiple jurisdictions; |
| • | complexities and difficulties in obtaining protection and enforcing our intellectual property in multiple jurisdictions; |
| • | increased demands on our management’s time and attention to deal with potentially unique issues arising from local circumstances; and |
| • | general economic and political conditions internationally. |
In particular, data is important to our business, and many jurisdictions across the world have been tightening regulations on protection of data security. For example, in May 2018, a new data protection regime, the European Union’s General Data Protection Regulation, came into effect. The General Data Protection Regulation can apply to the processing of personal data by companies outside of the European Union, including where the processing of personal data relates to the offering of goods and services to, or monitoring the behavior of, individuals in the European Union. The General Data Protection Regulation and data protection laws in other jurisdictions may apply to our processing of personal data in the future. The application of such laws to our business may impose on us more stringent compliance requirements with more significant penalties for non-compliance than PRC data protection laws and regulations, and compliance with different requirements imposed by different jurisdictions could require significant resources and result in substantial costs, which may materially and adversely affect our business, financial condition, results of operations and prospects.
Any failure to comply with PRC property laws and relevant regulations regarding certain of our leased properties may negatively affect our business, results of operations and financial condition.
We operated our businesses primarily in leased properties in Shenzhen, Shanghai, Chongqing and other cities in China. With respect to a portion of such leased properties, the lessors failed to provide title certificates evidencing property ownership of these lessors. According to PRC laws and regulations, where a landlord lacks title evidence or rights to lease, the relevant lease contracts may be terminated or deemed unenforceable under PRC laws and regulations, and may also be subject to challenge by third parties.
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In addition, under PRC law, landlords must complete registration procedures and obtain approval from competent PRC land administration authorities and pay land transfer fees before they lease certain kinds of stated-owned lands. However, as of the date of this annual report, not all of our landlords for certain kinds of stated-owned lands had provided us with those approvals and payment documents, and there is a risk that those landlords may not have completed these procedures. If we were challenged by competent authorities or third parties on these types of issues, we may have to vacate the relevant properties.
Additionally, certain of our leased properties’ current usages are not in conformity with the permitted usages prescribed in the relevant title certificates. Nonconformity with the property’s planned use may lead to fines imposed by the competent authority, and in extreme case, government order to revoke the lease or reclaim the land.
Moreover, a small portion of the leased properties may also be subject to mortgage at the time the leases were entered into. In case the mortgagees enforce the mortgage, we may not be able to continue using our leased properties.
In addition, under PRC laws, all lease agreements must be registered with the local housing authorities. As of the date of this annual report, not all landlords of the premises we lease had completed their registration of ownership rights or the registration of our leases. Pursuant to relevant PRC laws and regulations, failure to complete these registrations may expose us to potential monetary fines ranging from RMB1,000 to RMB10,000 per lease.
We cannot assure you that defects in our leased contracts or leased properties will be cured in a timely manner, or at all and there will be any material action, claim or investigation threatened or conducted by the relevant regulatory authorities. Our business may be interrupted and additional relocation costs may be incurred if we are required to relocate operations affected by such defects. Moreover, if our lease contracts are challenged by third parties, it could result in diversion of management attention and cause us to incur costs associated with defending such actions, even if such challenges are ultimately determined in our favor.
We have limited insurance coverage, which could expose us to significant costs and business disruption.
We maintain various insurance policies to safeguard against risks and unexpected events. Additionally, we provide social security insurance including pension insurance, unemployment insurance, work-related injury insurance, maternity insurance and medical insurance for our employees. However, as the insurance industry in China is still evolving, insurance companies in China currently offer limited business-related insurance products. We do not maintain business interruption insurance or general third-party liability insurance, nor do we maintain product liability insurance or key-man insurance. We consider our insurance coverage to be in line with that of other companies in the same industry of similar size in China, but we cannot assure you that our insurance coverage is sufficient to prevent us from any loss or that we will be able to successfully claim our losses under our current insurance policies on a timely basis, or at all. If we incur any loss that is not covered by our insurance policies, or the compensated amount is significantly less than our actual loss, our business, financial condition and results of operations could be materially and adversely affected.
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If we fail to maintain an effective system of internal control over financial reporting, we may be unable to accurately report our financial results or prevent fraud.
We are subject to reporting obligations under the U.S. securities laws. The U.S. SEC, as required by Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring every public company to include a management report on the company’s internal control over financial reporting in its annual report, which contains management’s assessment of the effectiveness of its internal control over financial reporting. In addition, an independent registered public accounting firm must attest to and report on the effectiveness of the company’s internal control over financial reporting.
Our directors are of the view that we have adequate and effective internal control procedures. See “Item 4. Information on the Company—B. Business Overview—Risk Management and Internal Control.” Our management has concluded that our internal control over financial reporting was effective as of December 31, 2022. Our independent registered public accounting firm has issued an attestation report, which has concluded that our internal control over financial reporting was effective in all material aspects as of December 31, 2022. However, if we fail to maintain an effective system of internal control over financial reporting in the future, our management and our independent registered public accounting firm may not be able to conclude that we have effective internal control over financial reporting at a reasonable assurance level. This could in turn result in loss of investor confidence in the reliability of our financial statements and negatively impact the trading price of our ordinary shares or ADSs. Furthermore, we have incurred and anticipate that we will continue to incur considerable costs, management time and other resources in an effort to comply with Section 404 of the Sarbanes-Oxley Act and other requirements.
We face risks related to natural disasters and health epidemics.
In addition to the impact of COVID-19, our business could be materially and adversely affected by natural disasters, other health epidemics or other public safety concerns affecting the PRC, and particularly Shanghai. Natural disasters may give rise to server interruptions, breakdowns, system failures, website or app failures or internet failures, which could cause the loss or corruption of data or malfunctions of software or hardware, as well as adversely affecting our ability to operate our website or apps and provide services and solutions. Our business could also be adversely affected if our employees are affected by health epidemics. In addition, our results of operations could be adversely affected to the extent that any health epidemic harms the Chinese economy in general. Our headquarters are located in Shanghai, where most of our directors and management and many of our employees currently reside. Most of our system hardware and back-up systems are hosted in facilities located in Shanghai and Shenzhen. Consequently, if any natural disasters, health epidemics or other public safety concerns were to affect Shanghai or Shenzhen, our operation may experience material disruptions, which may materially and adversely affect our business, financial condition and results of operations.
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Risks Relating to Our Corporate Structure
If the PRC government finds that the agreements that establish the structure for operating some of our operations in China do not comply with PRC regulations relating to the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.
PRC laws and regulations impose restrictions on foreign ownership and investment in certain internet-based businesses. We are an exempted company incorporated in the Cayman Islands and our PRC subsidiaries are considered foreign-invested enterprises. To comply with PRC laws, regulations and regulatory requirements, we set up a series of contractual arrangements entered into among some of our PRC subsidiaries, consolidated affiliated entities, and their shareholders to conduct some of our operations in China. For more details about these contractual arrangements, see “Item 4. Information on the Company—C. Organizational Structure—Contractual Arrangements with the Principal Consolidated Affiliated Entities.” As a result of these contractual arrangements, we are able to direct the activities of the operation of the consolidated affiliated entities and their subsidiaries and consolidate their operating results in our financial statements under IFRS.
In the opinion of our PRC counsel, Haiwen Partners, (i) the structures of the consolidated affiliated entities and our WFOEs currently do not result in violation of PRC laws and regulations currently in effect; and (ii) except for certain clauses regarding the remedies or reliefs that may be awarded by an arbitration tribunal and the power of courts to grant interim remedies in support of the arbitration and winding-up and liquidation arrangements, and the share pledge arrangement under the Share Pledge Agreement in respect of Chongqing Exchange, the agreements under the contractual arrangements between our WFOEs, the consolidated affiliated entities and their shareholders governed by PRC law are valid, binding and enforceable against each party thereto in accordance with their terms and applicable PRC laws and regulations currently in effect, and do not result in violation of PRC laws or regulations currently in effect. See “—We conduct a part of our business operations in the PRC through the consolidated affiliated entities and their subsidiaries by way of our contractual arrangements, but certain of the terms of our contractual arrangements may not be enforceable under PRC laws.”
However, we are a Cayman Islands holding company with no equity ownership in the consolidated affiliated entities and we conduct our wealth management business in China primarily through the consolidated affiliated entities with which we have contractual arrangements. Investors in our ordinary shares or ADSs thus are not purchasing equity interests in the consolidated affiliated entities in China but instead are purchasing equity interests in a Cayman Islands holding company. If the PRC government deems that our contractual arrangements with the consolidated affiliated entities do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change or are interpreted differently in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations. Our ordinary shares or ADSs may decline in value or become worthless if we are unable to assert our contractual control rights over the assets of our PRC subsidiaries. Our holding company in the Cayman Islands, the consolidated affiliated entities, and investors of our company face uncertainty about potential future actions by the PRC government that could affect the enforceability of the contractual arrangements with the consolidated affiliated entities and, consequently, significantly affect the financial performance of the consolidated affiliated entities and our company as a group.
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We have been further advised by our PRC counsel, Haiwen Partners, that there are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules. Thus, the PRC regulatory authorities may take a view contrary to or otherwise different from the opinion of our PRC counsel stated above. It is also uncertain whether any new PRC laws, regulations or interpretations relating to consolidated affiliated entity structure will be adopted, or if adopted, what they would provide. On February 17, 2023, the CSRC released a set of regulations consisting of 6 documents, including the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, and 5 supporting guidelines, collectively, the Filing Measures, effective March 31, 2023. On the same day, at the press conference held for the Filing Measures on February 17, 2023, the officials from the CSRC confirmed that if a company with a contractual arrangement structure is in compliance with applicable PRC laws, regulations and regulatory requirements, the CSRC may permit its filing application after soliciting opinions from relevant authorities. However, given that the Filing Measures were recently promulgated and there is no further explanation on such compliance requirements, there remain substantial uncertainties as to their interpretation, application, and enforcement and how they will affect our operations and our future financing and there can be no assurance that we will be able to satisfy the compliance requirements. Failure to satisfy such requirements could have a material adverse effect on us or our contractual arrangements. If we fail to complete the filing with the CSRC in a timely manner or at all, for any future offering, listing or any other capital raising activities, which are subject to the filings under the Filing Measures, due to our contractual arrangements, our ability to raise or utilize funds could be materially and adversely affected, and we may even need to unwind our contractual arrangements or restructure our business operations to rectify the failure to complete the filings. If we or the consolidated affiliated entities are found to be in violation of any existing or future PRC laws or regulations, or fail to obtain or maintain any of the required permits or approvals to operate our business, the relevant PRC regulatory authorities, including the Ministry of Commerce and the Ministry of Industry and Information Technology, would have broad discretion to take action in dealing with such violations or failures, including:
| • | revoking the business licenses and/or operating licenses of such entities; |
| • | imposing fines on us; |
| • | confiscating any of our income that they deem to be obtained through illegal operations; |
| • | discontinuing or placing restrictions or onerous conditions on our operations; |
| • | placing restrictions on our right to collect income; |
| • | shutting down our servers or blocking our app/websites; |
| • | requiring us to restructure our ownership structure or operations; |
| • | restricting or prohibiting our use of the proceeds from our initial public offering or other of our financing activities to finance the business and operations of the consolidated affiliated entities and their subsidiaries; |
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| • | imposing conditions or requirements with which we may not be able to comply; or |
| • | taking other regulatory or enforcement actions that could be harmful to our business. |
Any of these events could cause disruption to some of our business operations and damage our reputation, which would in turn have an adverse effect on our financial condition and results of operations. If occurrences of any of these events results in our inability to direct the activities of the consolidated affiliated entities in China that most significantly impact its economic performance, and/or our failure to receive the economic benefits and residual returns from the consolidated affiliated entities, and we are not able to restructure our ownership structure and operations in a satisfactory manner, we may not be able to consolidate the financial results of the consolidated affiliated entities in our consolidated financial statements in accordance with IFRS. It is also uncertain whether any new PRC laws, regulations or rules relating to such contractual arrangements will be adopted or if adopted, what they would provide.
Although we believe we, our PRC subsidiaries and the consolidated affiliated entities comply with current PRC laws and regulations, we cannot assure you that the PRC government would agree that our contractual arrangements comply with PRC licensing, registration or other regulatory requirements, with existing policies or with requirements or policies that may be adopted in the future. The PRC government has broad discretion in determining rectifiable or punitive measures for non-compliance with or violations of PRC laws and regulations. If the PRC government determines that we or the consolidated affiliated entities do not comply with applicable law, it could revoke the consolidated affiliated entities’ business and operating licenses, require the consolidated affiliated entities to discontinue or restrict the consolidated affiliated entities’ operations, restrict the consolidated affiliated entities’ right to collect revenues, block the consolidated affiliated entities’ websites, require the consolidated affiliated entities to restructure their operations, impose additional conditions or requirements with which the consolidated affiliated entities may not be able to comply, impose restrictions on the consolidated affiliated entities’ business operations or on customers, or take other regulatory or enforcement actions against the consolidated affiliated entities that could be harmful to their business. Any of these or similar occurrences could significantly disrupt our or the consolidated affiliated entities’ business operations or restrict the consolidated affiliated entities from conducting a substantial portion of their business operations, which could materially and adversely affect the consolidated affiliated entities’ business, financial condition and results of operations. If any of these occurrences results in our inability to direct the activities of the consolidated affiliated entities that most significantly impact our economic performance, or our failure to receive the economic benefits from the consolidated affiliated entities, we may not be able to consolidate these entities in our consolidated financial statements in accordance with IFRS.
The contractual arrangements with the consolidated affiliated entities and their shareholders may not be as effective as equity ownership in providing operational control or enabling us to derive economic benefits.
We have relied and expect to continue to rely on the contractual arrangements with the consolidated affiliated entities and their shareholders to operate our business in areas where foreign ownership is restricted. These contractual arrangements, however, may not be as effective as equity ownership in providing us with control over the consolidated affiliated entities. For example, the consolidated affiliated entities and their shareholders could breach their contractual arrangements with us by failing to conduct the operations of the consolidated affiliated entities in an acceptable manner or taking other actions that are detrimental to our interests.
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If we had direct ownership of the consolidated affiliated entities in China, we would be able to exercise our rights as a shareholder to effect changes in the board of directors of the consolidated affiliated entities, which in turn could implement changes, subject to any applicable fiduciary obligations, at the management and operational level. However, under the current contractual arrangements, we rely on the performance by the consolidated affiliated entities and their shareholders of their obligations under the contracts to direct the activities of the operation of the consolidated affiliated entities. The shareholders of the consolidated affiliated entities may not act in the best interests of our company or may not perform their obligations under these contracts. If any dispute relating to these contracts remains unresolved, we will have to enforce our rights under these contracts through the operations of PRC law and arbitration, litigation and other legal proceedings and therefore will be subject to uncertainties in the PRC legal system.
Any failure by the consolidated affiliated entities or their shareholders to perform their obligations under our contractual arrangements with them would have an adverse effect on our business.
If the consolidated affiliated entities or their shareholders fail to perform their respective obligations under the contractual arrangements, we may have to incur substantial costs and expend additional resources to enforce such arrangements. We may also have to rely on legal remedies under PRC law, including seeking specific performance or injunctive relief, and contractual remedies, which we cannot assure you will be sufficient or effective under PRC law. For example, if the shareholders of the consolidated affiliated entities or the consolidated affiliated entities were to refuse to transfer their equity interests in or assets of the consolidated affiliated entities to us or our designee if we exercise the purchase option pursuant to these contractual arrangements, or if they were otherwise to act in bad faith toward us, then we may have to take legal actions to compel them to perform their contractual obligations.
All the agreements under our contractual arrangements are governed by PRC law and provide for the resolution of disputes through arbitration in China. Accordingly, these contracts would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures. The legal system in the PRC is not as developed as in some other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements. These arbitration provisions relate to claims arising from the contractual relationship created by the agreements with the consolidated affiliated entities, rather than claims under U.S. federal securities laws, and they do not prevent our shareholders or ADS holders from pursuing claims under U.S. federal securities laws in the United States. See “—Risks Relating to Doing Business in China—Uncertainties with respect to the PRC legal system could adversely affect us.” Meanwhile, there are very few precedents and little formal guidance as to how contractual arrangements in the context of a consolidated affiliated entity should be interpreted or enforced under PRC law. There remain significant uncertainties regarding the ultimate outcome of such arbitration should legal action become necessary. In addition, under PRC law, rulings by arbitrators are final, parties generally cannot appeal the arbitration results in courts, and if the losing parties fail to carry out the arbitration awards within a prescribed time limit, the prevailing parties may only enforce the arbitration awards in PRC courts through arbitration award recognition proceedings, which would require additional expenses and delay. In the event we are unable to enforce these contractual arrangements, or if we suffer significant delay or other obstacles in the process of enforcing these contractual arrangements, we may not be able to direct the activities of the operation of the consolidated affiliated entities, and our ability to conduct our business may be negatively affected.
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The shareholders of the consolidated affiliated entities may have actual or potential conflicts of interest with us, which may adversely affect our business and financial condition.
The shareholders of the consolidated affiliated entities may have actual or potential conflicts of interest with us. These shareholders may breach, or cause the consolidated affiliated entities to breach, or refuse to renew, the existing contractual arrangements we have with them and the consolidated affiliated entities, which would have an adverse effect on our ability to effectively control the consolidated affiliated entities and receive economic benefits from them. For example, the shareholders of the consolidated affiliated entities may be able to cause our agreements with the consolidated affiliated entities to be performed in a manner adverse to us by failing to remit payments due under the contractual arrangements to us on a timely basis. We cannot assure you that when conflicts of interest arise any or all of these shareholders will act in the best interests of our company or such conflicts will be resolved in our favor.
The shareholders of the relevant consolidated affiliated entities have executed powers of attorney to appoint the relevant WFOEs or directors authorized by such WFOEs and their successors to vote on their behalf and exercise voting rights as shareholders of the relevant consolidated affiliated entities. If we cannot resolve any conflict of interest or dispute between us and the shareholders of the consolidated affiliated entities, we would have to rely on legal proceedings, which could result in disruption of our business and subject us to uncertainty as to the outcome of any such legal proceedings.
The indirect shareholders of the consolidated affiliated entities may be involved in personal disputes with third parties or other incidents that may have an adverse effect on their respective equity interests in the consolidated affiliated entities and the validity or enforceability of our contractual arrangements with the consolidated affiliated entities and their shareholders. For example, in the event that any of the individual shareholders who indirectly holds any equity interests in some of the consolidated affiliated entities divorces his or her spouse, the spouse may claim that the equity interest of the consolidated affiliated entities held by such shareholder is part of their community property and should be divided between such shareholder and his or her spouse. If such claim is supported by the court, the relevant equity interest may be indirectly held by the shareholder’s spouse or another third party who is not subject to obligations under our contractual arrangements, which could result in a loss of the effective control over those consolidated affiliated entities by us. Similarly, if any of the equity interests of some of the consolidated affiliated entities is inherited by a third party with whom the current contractual arrangements are not binding, we could lose our ability to direct the activities of the operation of the consolidated affiliated entities or have to maintain such control by incurring unpredictable costs, which could cause disruption to our business and operations and harm our financial condition and results of operations.
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Although under our current contractual arrangements, (i) the spouses of some of the indirect shareholders of some of the consolidated affiliated entities has respectively executed a spousal consent letter, under which each spouse agrees that he/she will not raise any claims against the equity interest, and will take every action to ensure the performance of the contractual arrangements, and (ii) the consolidated affiliated entities and their shareholders shall not assign any of their respective rights or obligations to any third party without the prior written consent of our WFOEs, we cannot assure you that these undertakings and arrangements will be complied with or effectively enforced. In the case any of them is breached or becomes unenforceable and leads to legal proceedings, it could disrupt our business, distract our management’s attention and subject us to uncertainties as to the outcome of any such legal proceedings.
We conduct a part of our business operations in the PRC through the consolidated affiliated entities and their subsidiaries by way of our contractual arrangements, but certain of the terms of our contractual arrangements may not be enforceable under PRC laws.
All the agreements that constitute our contractual arrangements with the consolidated affiliated entities, their respective subsidiaries and shareholders are governed by PRC law and provide for the resolution of disputes through arbitration in the PRC. Accordingly, these agreements would be interpreted in accordance with PRC laws, and disputes would be resolved in accordance with PRC legal procedures. The legal environment in the PRC is not as developed as in other jurisdictions and uncertainties in the PRC legal system could limit our ability to enforce the contractual arrangements. If we are unable to enforce the contractual arrangements, or if we suffer significant time delays or other obstacles in the process of enforcing them, it would be very difficult to direct the activities of the operation of the consolidated affiliated entities and their subsidiaries, and our ability to conduct a part of our business and our financial condition and results of operations may be adversely affected.
The contractual arrangements contain provisions to the effect that the arbitral body specified in them may award remedies over the equity interest, assets or properties of the consolidated affiliated entities, their subsidiaries, and/or shareholders; provide compulsory relief (for example, for the conduct of business or to compel the transfer of assets); or order the winding-up of the consolidated affiliated entities, their subsidiaries, and/or shareholders. These agreements also contain provisions to the effect that courts of competent jurisdiction are empowered to grant interim relief to a party when requested, for the purpose of preserving the assets and properties, or grant enforcement measures, subject to the requirements under PRC laws. However, under PRC laws, these terms may not be enforceable. Under PRC laws, an arbitral body does not have the power to grant injunctive relief or to issue a provisional or final liquidation order for the purpose of protecting the assets of or equity interest in the consolidated affiliated entities in case of disputes. In addition, interim remedies or enforcement orders granted by courts in other jurisdictions such as the United States and the Cayman Islands may not be recognizable or enforceable in the PRC. PRC laws may allow the arbitral body to grant an award of transfer of assets of or equity interests in the consolidated affiliated entities in favor of an aggrieved party.
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Furthermore, the contractual arrangements provide that (i) in the event of a dissolution or a mandatory liquidation required by PRC laws, the consolidated affiliated entities will sell all of its assets to the extent permitted by PRC law to the relevant WFOEs or its designated qualifying designee, at the lowest price permitted under applicable PRC laws; and (ii) any obligation for the relevant WFOEs or its designated qualifying designee to pay the relevant consolidated affiliated entities as a result of such transaction shall be forgiven, or any proceeds from such transaction shall be paid to the relevant WFOEs or its designated qualifying designee in partial satisfaction of the service fees under the exclusive business cooperation agreements. These provisions may not be enforceable under PRC laws in the event of a mandatory liquidation required by PRC laws or bankruptcy liquidation.
Therefore, in the event of a breach of any agreements constituting the contractual arrangements by the consolidated affiliated entities, their respective subsidiaries and/or shareholders, we may not be able to direct the activities of the operation of the consolidated affiliated entities due to the inability to enforce the contractual arrangements, which could adversely affect our ability to conduct a part of our business.
There may be an impact on our company if our contractual arrangements with the consolidated affiliated entities, their respective subsidiaries and shareholders are not treated as domestic investment.
If the operation of our businesses conducted through the consolidated affiliated entities is subject to any restrictions pursuant to the Special Administrative Measures for Foreign Investment Access (Negative List 2021) jointly promulgated by the Ministry of Commerce and the National Development and Reform Commission, or any successor regulations, and the contractual arrangements are not treated as domestic investment, the contractual arrangements may be regarded as invalid and illegal. If this were to occur, we would not be able to operate the relevant businesses through the contractual arrangements and would lose our rights to receive the economic benefits of the consolidated affiliated entities. As a result, we would no longer consolidate the financial results of the consolidated affiliated entities into our financial results and we would have to derecognize their assets and liabilities according to the relevant accounting standards. If we do not receive any compensation, we would recognize an investment loss as a result of such derecognition.
Contractual arrangements with the consolidated affiliated entities may be subject to scrutiny by the PRC tax authorities and they may determine that we or the consolidated affiliated entities owe additional taxes, which could negatively affect our financial condition and the value of your investment.
Under applicable PRC laws and regulations, arrangements and transactions among related parties may be subject to audit or challenge by the PRC tax authorities. We could face material and adverse tax consequences if the PRC tax authorities determine that the contractual arrangements with the consolidated affiliated entities were not entered into on an arm’s-length basis in such a way as to result in an impermissible reduction in taxes under applicable PRC laws, rules and regulations, and adjust income of the consolidated affiliated entities in the form of a transfer pricing adjustment. A transfer pricing adjustment could, among other things, result in a reduction of expense deductions recorded by the consolidated affiliated entities for PRC tax purposes, which could in turn increase its tax liabilities without reducing our PRC subsidiaries’ tax expenses. In addition, the PRC tax authorities may impose late payment fees and other penalties on the consolidated affiliated entities for the adjusted but unpaid taxes according to the applicable regulations. Our financial position could be materially and adversely affected if the consolidated affiliated entities’ tax liabilities increase or if they are required to pay late payment fees and other penalties.
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Substantial uncertainties exist with respect to the interpretation and implementation of the Foreign Investment Law and how it may affect the viability of our current corporate structure, corporate governance and business operations.
On March 15, 2019, the National People’s Congress of the PRC promulgated the Foreign Investment Law, which took effect on January 1, 2020. The Foreign Investment Law replaced the Law on Sino-Foreign Equity Joint Ventures, the Law on Sino-Foreign Cooperative Joint Ventures and the Law on Foreign Capital Enterprises and became the legal foundation for foreign investment in the PRC. The Implementation Regulations for the Foreign Investment Law was promulgated by the State Council on December 26, 2019, became effective on January 1, 2020, and replaced the corresponding implementation rules of the Law on Sino-Foreign Equity Joint Ventures, the Law on Sino-Foreign Cooperative Joint Ventures and the Law on Foreign-Capital Enterprises. The Foreign Investment Law stipulates certain forms of foreign investment. However, the Foreign Investment Law does not explicitly stipulate contractual arrangements such as those we rely on as a form of foreign investment.
Notwithstanding the above, the Foreign Investment Law stipulates that foreign investment includes “foreign investors investing through any other methods under laws, administrative regulations or provisions prescribed by the State Council.” Future laws, administrative regulations or provisions prescribed by the State Council may possibly regard contractual arrangements as a form of foreign investment. If this happens, it is uncertain whether our contractual arrangements with the consolidated affiliated entities, their respective subsidiaries and shareholders would be recognized as foreign investment, or whether our contractual arrangements would be deemed to be in violation of the foreign investment access requirements. As well as the uncertainty on how our contractual arrangements will be handled, there is substantial uncertainty regarding the interpretation and the implementation of the Foreign Investment Law. The relevant government authorities have broad discretion in interpreting the law. Therefore, there is no guarantee that our contractual arrangements, the business of the consolidated affiliated entities and our financial conditions will not be materially and adversely affected.
Our holding company in the Cayman Islands, the consolidated affiliated entities, and investors of our company face uncertainty about potential future actions by the PRC government that could affect the enforceability of the contractual arrangements with the consolidated affiliated entities and, consequently, the business, financial condition, and results of operations of the consolidated affiliated entities and our company as a group. Depending on future developments under the new Foreign Investment Law, we could be required to unwind the contractual arrangements and/or dispose of the consolidated affiliated entities, which would have a material and adverse effect on our business, financial conditions and result of operations.
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We may lose the ability to use and enjoy assets held by the consolidated affiliated entities that are critical to the operation of our business if the consolidated affiliated entities declare bankruptcy or become subject to a dissolution or liquidation proceeding.
The consolidated affiliated entities hold certain assets that may be critical to the operation of part of our business. If the shareholders of the consolidated affiliated entities breach the contractual arrangements and voluntarily liquidate the consolidated affiliated entities or their subsidiaries, or if the consolidated affiliated entities or their subsidiaries declare bankruptcy and all or part of their assets become subject to liens or rights of third-party creditors or are otherwise disposed of without our consent, we may be unable to continue some of our business activities, which could adversely affect our business, financial condition and results of operations. In addition, if the consolidated affiliated entities or their subsidiaries undergo involuntary liquidation proceedings, third-party creditors may claim rights to some or all of their assets, thereby hindering our ability to operate part of our business, which could adversely affect our business, financial condition and results of operations.
If we exercise the option to acquire equity interest of the consolidated affiliated entities, the equity interest transfer may subject us to certain limitations and substantial costs.
Pursuant to the contractual arrangements, our WFOEs have the irrevocable and exclusive right to purchase all or any part of the relevant equity interests in the consolidated affiliated entities from the consolidated affiliated entities’ shareholders at any time and from time to time in their absolute discretion to the extent permitted by PRC laws. This equity transfer may be subject to approvals from, filings with, or reporting to competent PRC authorities, such as the Ministry of Commerce, the Ministry of Industry and Information Technology, the State Administration for Market Regulation of the PRC, and/or their local competent branches. In addition, the equity transfer price may be subject to review and tax adjustment by the relevant tax authorities. The equity transfer price to be received by the consolidated affiliated entities’ shareholders under the contractual arrangements may also be subject to enterprise income tax, and these amounts could be substantial.
Risks Relating to Doing Business in China
Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business, financial conditions and results of operations.
Substantially all of our operations are located in China. Accordingly, our business, prospects, financial condition and results of operations may be affected to a significant degree by political, economic and social conditions in China generally.
The Chinese economy differs from the economies of most developed countries in many respects, including the degree of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. Although the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China are still owned or controlled by the government. In addition, the Chinese government continues to play a significant role in regulating industry development by imposing industrial policies. The Chinese government also exercises significant control over China’s economic growth by allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies.
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While the Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy, but may have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations. The growth rate of the Chinese economy has gradually slowed since 2010. COVID-19 has had a significant impact on the Chinese economy in 2021 and 2022. Any prolonged slowdown in the Chinese economy may reduce the demand for our products and services and materially and adversely affect our business and results of operations.
Uncertainties with respect to the PRC legal system could adversely affect us.
The PRC legal system is a civil law system based on written statutes, where prior court decisions have limited precedential value. The PRC legal system is evolving rapidly, and the interpretations of many laws, regulations and rules may contain inconsistencies and enforcement of these laws, regulations and rules involves uncertainties.
In particular, PRC laws and regulations concerning internet-related industries and the financial services industry are developing and evolving. Although we have taken measures to comply with the laws and regulations applicable to our business operations and to avoid conducting any non-compliant activities under these laws and regulations, the PRC governmental authorities may promulgate new laws and regulations regulating internet-related and financial services industries. We cannot assure you that our business operations would not be deemed to violate any such new PRC laws or regulations. Moreover, developments in internet-related industries and the financial services industry may lead to changes in PRC laws, regulations and policies or in the interpretation and application of existing laws, regulations and policies, which in turn may limit or restrict us, and could materially and adversely affect our business and operations.
From time to time, we may have to resort to administrative and court proceedings to enforce our legal rights. However, since PRC judicial and administrative authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to predict the outcome of a judicial or administrative proceeding than in more developed legal systems. These uncertainties may impede our ability to enforce the contracts we have entered into and could materially and adversely affect our business and results of operations.
Furthermore, the PRC legal system is based, in part, on government policies and internal rules, some of which are not published in a timely manner, or at all, but which may have retroactive effect. As a result, we may not always be aware of any potential violation of these policies and rules. Such unpredictability towards our contractual, property (including intellectual property) and procedural rights could adversely affect our business and impede our ability to continue our operations.
The PRC government has significant oversight over the conduct of our business and it has recently indicated an intent to exert more oversight over offerings that are conducted overseas and foreign investment in China-based issuers. Any such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.
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We may be adversely affected by the complexity, uncertainties and changes in PRC regulation of internet-related businesses and companies.
The PRC government extensively regulates the internet industry, including foreign ownership of, and the licensing and permit requirements pertaining to, companies operating in the internet industry. These internet-related laws and regulations are relatively new and evolving, and their interpretation and enforcement involve significant uncertainties. As a result, in certain circumstances it may be difficult to determine what actions or omissions may be deemed to be in violation of applicable laws and regulations.
We only have contractual control over the consolidated affiliated entities. Such corporate structure may subject us to sanctions and compromise the enforceability of related contractual arrangements, which may result in significant disruption to our business.
The evolving PRC regulatory system for the internet industry may lead to the establishment of new regulatory agencies. For example, in May 2011, the State Council announced the establishment of the State Internet Information Office (with the involvement of the State Council Information Office, the Ministry of Industry and Information Technology and the Ministry of Public Security). The primary role of the State Internet Information Office is to enable policy-making and legislative development in this field, to direct and coordinate with the relevant departments in connection with online content administration and to deal with cross-ministry regulatory matters relating to the internet industry.
The interpretation and application of existing PRC laws, regulations and policies and possible new laws, regulations or policies relating to the internet industry have created substantial uncertainties regarding the legality of existing and future foreign investments in, and the businesses and activities of, internet businesses in China, including our business. We cannot assure you that we have obtained all the permits or licenses required for conducting our business in China or will be able to maintain our existing licenses or obtain new ones. If the PRC government considers that we were operating without the proper approvals, licenses or permits or promulgates new laws and regulations that require additional approvals or licenses or imposes additional restrictions on the operation of any part of our business, it may levy fines, confiscate our income, revoke our business licenses, and require us to discontinue our business or impose restrictions on the affected portion of our business. Any of these actions may have a material adverse effect on our business and results of operations. For details on PRC regulations which may affect our business, see “Item 4. Information on the Company—B. Business Overview—Regulation.”
The PRC government’s significant oversight and discretion over our business operations could result in a material adverse change in our operations and the value of our ordinary shares or ADSs.
We conduct our business primarily through our subsidiaries and the consolidated affiliated entities and their subsidiaries in China. Our operations in China are governed by PRC laws and regulations. The PRC government has significant oversight and discretion over the conduct of our business, and it may intervene in or influence our operations as it deems appropriate to advance regulatory and societal goals and policy positions. Historically, the PRC government had published new regulations and policies that significantly affected our industry. For example, we ceased to enable the offering of peer-to-peer products in August 2019 and also stopped using funding from peer-to-peer individual investors as a funding source for our retail credit and enablement business in 2019 in response to new regulations on peer-to-peer lending. Also, our retail credit and enablement service and other fees, to the extent they are deemed to be or related to loan interest, are subject to restrictions on maximum interest rates on private lending permitted by the relevant laws, regulations, policies or guidance. We cannot rule out the possibility that the PRC government will release additional regulations or policies in the future that directly or indirectly affect our industry or require us to seek additional permission to continue our operations, which could result in a material adverse change in our operation and/or the value of our ordinary shares or ADSs. In addition, implementation of industry-wide regulations directly targeting our operations could cause the value of our securities to significantly decline. Therefore, investors of our company and our business face potential uncertainty from actions taken by the PRC government affecting our business.
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You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against us or our management based on foreign laws.
We are a company incorporated under the laws of the Cayman Islands. However, we conduct substantially all of our operations in China and substantially all of our assets are located in China. In addition, most of our senior executive officers reside within China for a significant portion of the time and many of them are PRC nationals. As a result, it may be difficult for you to effect service of process upon us or our management named in the annual report inside mainland China. It may also be difficult for you to effect service of process upon us or our management named in the annual report inside mainland China. It may also be difficult for you to enforce the judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors as none of them currently resides in the United States or has substantial assets located in the United States. In addition, there is uncertainty as to whether the courts of the Cayman Islands or the PRC would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state.
The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law and other applicable laws, regulations and interpretations based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. In addition, according to the PRC Civil Procedures Law, the PRC courts will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC laws or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States.
In addition, the SEC, the U.S. Department of Justice and other U.S. or foreign authorities may also have difficulties in bringing and enforcing actions, conducting investigations or collecting evidence against us or our directors or executive officers in China. For example, under the newly amended Securities Law of the PRC, effective March 1, 2020, overseas securities regulatory authorities are prohibited from conducting direct investigations or evidence collection activities within the territories of the PRC, and Chinese entities and individuals are prohibited from providing documents and information in connection with any securities business activities to any organizations and/or persons aboard without the prior consent of the securities regulatory authority of the State Council and the competent departments of the State Council. Uncertainty remains with respect to how this regulation will be interpreted, implemented or applied by the CSRC or other relevant government authorities. On February 24, 2023, the CSRC, the State Secrecy Bureau, the State Archives Administration and the Ministry of Finance jointly promulgated the Provisions on Strengthening the Confidentiality and File Management Work Related to Overseas Issuance and Listing of Securities by Domestic Enterprises, which will come into effect on March 31, 2023, together with the Trial Measures, and would replace the Provisions on Strengthening Confidentiality and Archives Administration in Overseas Issuance and Listing of Securities issued in 2009. The provisions aim to develop a gatekeeping mechanism in provision of information by domestic enterprises to the relevant securities companies, securities service institutions, overseas regulatory authorities or other entity or individual, so as to prevent sensitive information from leakage and prescribe protective protocols for any residual sensitive information that still has to be provided.
It may be difficult for overseas regulators to conduct investigations or collect evidence within China.
Shareholder claims or regulatory investigation that are common in the United States generally are difficult to pursue as a matter of law or practicality in China. For example, in China, there are significant legal and other obstacles to providing information needed for regulatory investigations or litigation initiated outside China. Although the authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such cooperation with the securities regulatory authorities in the Unities States may not be efficient in the absence of a mutual and practical cooperation mechanism. Furthermore, according to Article 177 of the PRC Securities Law, which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the territory of the PRC. In addition, entities or individuals are prohibited from providing documents and information in connection with any securities business activities to any organizations and/or persons abroad without the prior consent of the securities regulatory authority of the State Council and the competent departments of the State Council. While detailed interpretation of or implementation rules under Article 177 have yet to be promulgated, the inability for an overseas securities regulator to directly conduct investigation or evidence collection activities within China may further increase difficulties faced by you in protecting your interests. See also “—Risks Relating to Our ADSs—You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law” for risks associated with investing in us as a Cayman Islands company.
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If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders or ADS holders.
Under the PRC Enterprise Income Tax Law and its implementation rules, an enterprise established outside of the PRC with a “de facto management body” within China is considered a “resident enterprise” and generally will be subject to the enterprise income tax on its global income at the rate of 25%. The implementation rules define the term “de facto management body” as the body that exercises full and substantial control and overall management over the business, productions, personnel, accounts and properties of an enterprise. The Notice Regarding the Determination of Chinese-Controlled Offshore-Incorporated Enterprises as PRC Tax Resident Enterprises on the Basis of De Facto Management Bodies, which was issued by the State Administration of Taxation of the PRC on April 22, 2009 and further amended on December 29, 2017, or Circular 82, which provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China. Although Circular 82 only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the criteria set forth in the circular may reflect the general position of the State Administration of Taxation of the PRC on how the “de facto management body” text should be applied in determining the tax resident status of all offshore enterprises. According to Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its “de facto management body” in China and will be subject to PRC enterprise income tax on its global income only if all of the following conditions are met: (i) the primary location of the day-to-day operational management is in the PRC; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in the PRC; (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions are located or maintained in the PRC; and (iv) at least 50% of voting board members or senior executives habitually reside in the PRC.
We believe none of our entities outside of China is a PRC resident enterprise for PRC tax purposes. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.” If the PRC tax authorities determine that we are a PRC resident enterprise for enterprise income tax purposes, we could be subject to PRC tax at a rate of 25% on our worldwide income, which could materially reduce our net income, and we may be required to withhold a 10% withholding tax from dividends we pay to our shareholders and ADS holders that are non-resident enterprises, subject to any reduction set forth in applicable tax treaties. In addition, non-resident enterprise shareholders and our ADS holders may be subject to PRC tax at a rate of 10% on gains realized on the sale or other disposition of our ordinary shares or ADSs, if such income is treated as sourced from within the PRC. Furthermore, if we are deemed a PRC resident enterprise, dividends payable to our non-PRC individual shareholders and our ADS holders and any gain realized on the transfer of our ordinary shares or ADSs by such shareholders may be subject to PRC tax at a rate of 10% in the case of non-PRC enterprises or a rate of 20% in the case of non-PRC individuals unless a reduced rate is available under an applicable tax treaty. It is unclear whether non-PRC shareholders of our company would be able to claim the benefits of any tax treaties between their country or area of tax residence and the PRC in the event that we are treated as a PRC resident enterprise. Any such tax may reduce the returns on your investment in our ordinary shares or ADSs.
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We face uncertainties with respect to indirect transfer of equity interests in PRC resident enterprises by their non-PRC holding companies.
We face uncertainties regarding the reporting on and consequences of previous private equity financing transactions involving the transfer and exchange of ordinary shares in our company by non-resident investors. In February 2015, the State Administration of Taxation of the PRC issued the Bulletin on Issues of Enterprise Income Tax on Indirect Transfers of Assets by Non-PRC Resident Enterprises, or Bulletin 7. Pursuant to Bulletin 7, an “indirect transfer” of PRC assets, including a transfer of equity interests in an unlisted non-PRC holding company of a PRC resident enterprise by non-PRC resident enterprises may be re-characterized and treated as a direct transfer of the underlying PRC assets, if such arrangement does not have a reasonable commercial purpose and was established for the purpose of avoiding payment of PRC enterprise income tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax, and the transferee or other person who is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise.
On October 17, 2017, the State Administration of Taxation of the PRC issued the Announcement of the State Administration of Taxation on Issues Concerning the Withholding of Non-resident Enterprise Income Tax at Source, or Bulletin 37, which came into effect on December 1, 2017. Bulletin 37 further clarifies the practice and procedure of the withholding of non-resident enterprise income tax.
We face uncertainties on the reporting and consequences of past or future private equity financing transactions, share exchanges or other transactions involving the transfer of ordinary shares in our company by investors that are non-PRC resident enterprises. The PRC tax authorities may pursue such non-resident enterprises with respect to a filing or the transferees with respect to withholding obligations, and request our PRC subsidiaries to assist in the filing. As a result, we and non-resident enterprises in such transactions may become at risk of being subject to filing obligations or being taxed under Bulletin 7 and Bulletin 37, and may be required to expend valuable resources to comply with them or to establish that we and our non-resident enterprises should not be taxed under these regulations, which may have a material adverse effect on our financial condition and results of operations.
The PRC tax authorities have the discretion under Bulletin 7 to make adjustments to the taxable capital gains based on the difference between the fair value of the taxable assets transferred and the cost of investment. If the PRC tax authorities make adjustments to the taxable income of the transactions under Bulletin 7, our income tax costs associated with such transactions will be increased, which may have an adverse effect on our financial condition and results of operations. We cannot assure you that the PRC tax authorities will not, at their discretion, adjust any capital gains and impose tax return filing obligations on us or require us to provide assistance to them for the investigation of any transactions we were involved in. Heightened scrutiny over acquisition transactions by the PRC tax authorities may have a negative impact on potential acquisitions we may pursue in the future.
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If our preferential tax treatments and government subsidies are revoked or become unavailable or if the calculation of our tax liability is successfully challenged by the PRC tax authorities, we may be required to pay tax, interest and penalties in excess of our tax provisions.
The Chinese government has provided various tax incentives to our PRC subsidiary, primarily in the form of reduced enterprise income tax rates. For example, under the Enterprise Income Tax Law and its implementation rules, the statutory enterprise income tax rate is 25%. However, the income tax of an enterprise that has been determined to be a high and new technology enterprise can be reduced to a preferential rate of 15%. In addition, certain of our PRC subsidiaries enjoy local government subsidies. Any increase in the enterprise income tax rate applicable to our PRC subsidiary in China, or any discontinuation, retroactive or future reduction or refund of any of the preferential tax treatments and local government subsidies currently enjoyed by our PRC subsidiary in China, could adversely affect our business, financial condition and results of operations.
Further, in the ordinary course of our business, we are subject to complex income tax and other tax regulations, and significant judgment is required in the determination of a provision for income taxes. Although we believe our tax provisions are reasonable, if the PRC tax authorities successfully challenge our position and we are required to pay tax, interest and penalties in excess of our tax provisions, our financial condition and results of operations would be materially and adversely affected.
Failure to make adequate contributions to various employee benefit plans and withhold individual income tax on employees’ salaries as required by PRC regulations or comply with laws and regulations on other employment practices may subject us to penalties.
Companies operating in China are required to participate in various government sponsored employee benefit plans, including certain social insurance, housing funds and other welfare-oriented payment obligations, and contribute to the plans in amounts equal to certain percentages of salaries, including bonuses and allowances, of our employees up to a maximum amount specified by the local government from time to time at locations where we operate our businesses. The requirement of employee benefit plans has not been implemented consistently by the local governments in China given the different levels of economic development in different locations. Companies operating in China are also required to withhold individual income tax on employees’ salaries based on the actual salary of each employee upon payment. With respect to the underpaid employee benefits, we may be required to complete registrations, make up the contributions for these plans as well as to pay late fees and fines. With respect to the under-withheld individual income tax, we may be required to make up sufficient withholding and pay late fees and fines. Furthermore, we have engaged third-party human resources agencies to pay on our behalf for some of our employees, and relevant governmental authority may not recognize the social insurance and housing funds contributions that were paid by third parties on our behalf. If this happens, we may be required to make addition payments or repay these contributions. If we are subject to late fees or fines in relation to the underpaid employee benefits and under-withheld individual income tax, our financial condition and results of operations may be adversely affected. We may also be subject to regulatory investigations and other penalties if our other employment practices are deemed to be in violation of relevant PRC laws and regulations.
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The enforcement of the PRC Labor Contract Law and other labor-related regulations in the PRC may subject us to penalties or liabilities.
The PRC Labor Contract Law, which was enacted in 2008 and amended in 2012, introduced specific provisions related to fixed-term employment contracts, part-time employment, probationary periods, consultation with labor unions and employee assemblies, employment without a written contract, dismissal of employees, severance, and collective bargaining to enhance previous PRC labor laws. Under the Labor Contract Law, an employer is obligated to sign a non-fixed term labor contract with any employee who has worked for the employer for ten consecutive years. Further, if an employee requests or agrees to renew a fixed-term labor contract that has already been entered into twice consecutively, the resulting contract, with certain exceptions, must have a non-fixed term, subject to certain exceptions. With certain exceptions, an employer must pay severance to an employee where a labor contract is terminated or expires. In addition, the PRC governmental authorities have continued to introduce various new labor-related regulations since the effectiveness of the Labor Contract Law.
These laws and regulations designed to enhance labor protection tend to increase our labor costs. In addition, as the interpretation and implementation of these regulations are still evolving, our employment practices may not at all times be deemed in compliance with the regulations. As a result, we could be subject to penalties or incur significant liabilities in connection with labor disputes or investigations.
The MA Rules and certain other PRC regulations may make it more difficult for us to pursue growth through acquisitions.
The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the MA Rules, adopted by six PRC regulatory agencies in 2006 and amended in 2009, and some other regulations and rules concerning mergers and acquisitions established complex procedures and requirements for acquisition of Chinese companies by foreign investors, including requirements in some instances that the Ministry of Commerce of the PRC be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise. Moreover, the Anti-Monopoly Law promulgated by the Standing Committee of the National People’s Congress of the PRC, which was amended in June 2022, requires that transactions which are deemed concentrations and involve parties with specified turnover thresholds must be cleared by the Ministry of Commerce before they can be completed. On February 7, 2021, the Anti-Monopoly Committee of the State Council published the Anti-Monopoly Guidelines for the Internet Platform Economy Sector, which stipulates that if any mergers, acquisitions, and obtaining control or a decisive influence over another entity (collectively, “concentration of undertakings”) involves any consolidated affiliated entities, such consolidated affiliated entities shall fall within the scope of anti-monopoly review. If a concentration of undertakings meets the criteria for declaration as stipulated by the State Council, an operator shall report such concentration of undertakings to the anti-monopoly law enforcement agency under the State Council in advance. Due to the enhanced implementation of the Anti-Monopoly Law, we may be under heightened regulatory scrutiny, which will increase our compliance costs and subject us to heightened risks and challenges.
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In addition, the security review rules issued by the Ministry of Commerce and became effective in September 2011 specify that mergers and acquisitions by foreign investors that raise “national defense and security” concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise “national security” concerns are subject to strict review by the Ministry of Commerce, and the rules prohibit any activities attempting to bypass a security review, including by structuring the transaction through a proxy or contractual control arrangement. These laws and regulations are continually evolving as the Foreign Investment Law was newly enacted on January 1, 2020. On December 19, 2020, the Measures for the Security Review for Foreign Investment were jointly issued by the National Development and Reform Commission and Ministry of Commerce, which stipulates detailed rules for foreign investment that is subject to security review. Furthermore, this new rule provides that if foreign investors or relevant parties in China intend to invest in crucial information technology and internet products and services, or in crucial financial services, or in other fields which relate to national security, they shall report to the office in advance for a security review.
In the future, we may pursue potential strategic acquisitions that are complementary to our business and operations. Complying with the requirements of the above-mentioned regulations and other rules to complete such transactions could be time-consuming, and any required approval processes, including obtaining approval or clearance from the Ministry of Commerce and obtaining approval from or reporting to the anti-monopoly law enforcement agency, may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share. Furthermore, according to the MA Rules, if a PRC entity or individual plans to merger or acquire its related PRC entity through an overseas company legitimately incorporated or controlled by such entity or individual, such a merger and acquisition will be subject to examination and approval by the Ministry of Commerce. The application and interpretations of MA Rules are still uncertain, and there is possibility that the PRC regulators may promulgate new rules or explanations requiring that we obtain approval of the Ministry of Commerce for our completed or ongoing mergers and acquisitions. There is no assurance that we can obtain such approval from the Ministry of Commerce for our mergers and acquisitions, and if we fail to obtain those approvals, we may be required to suspend our acquisition and be subject to penalties. Any uncertainties regarding such approval requirements could have a material adverse effect on our business, results of operations and corporate structure.
PRC regulations relating to offshore investment activities by PRC residents may limit our PRC subsidiaries’ ability to change their registered capital or distribute profits to us or otherwise expose us or our PRC resident beneficial owners to liability and penalties under PRC laws. In addition, any failure to comply with PRC regulations with respect to registration requirements for offshore financing may subject us to legal or administrative sanctions.
In July 2014, SAFE promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment Through Special Purpose Vehicles, or SAFE Circular 37. SAFE Circular 37 requires PRC residents (including PRC individuals and PRC corporate entities as well as foreign individuals that are deemed as PRC residents for foreign exchange administration purpose) to register with SAFE or its local branches in connection with their direct or indirect offshore investment activities. SAFE Circular 37 further requires amendment to the SAFE registrations in the event of any changes with respect to the basic information of the offshore special purpose vehicle, such as change of a PRC individual shareholder, name and operation term, or any significant changes with respect to the offshore special purpose vehicle, such as increase or decrease of capital contribution, share transfer or exchange, or mergers or divisions. SAFE Circular 37 is applicable to our shareholders who are PRC residents and may be applicable to any offshore acquisitions that we make in the future.
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Under these foreign exchange regulations, PRC residents who make, or have previously made, prior to the implementation of these foreign exchange regulations, direct or indirect investments in offshore companies are required to register those investments. In addition, any PRC resident who is a direct or indirect shareholder of an offshore company is required to update its previously filed SAFE registration, to reflect any material change involving its round-trip investment. If any PRC shareholder fails to make the required registration or update the previously filed registration, the PRC subsidiary of that offshore parent company may be restricted from distributing their profits and the proceeds from any reduction in capital, share transfer or liquidation to their offshore parent company, and the offshore parent company may also be restricted from injecting additional capital into its PRC subsidiary. Moreover, failure to comply with the various foreign exchange registration requirements described above could result in liability under PRC laws for evasion of applicable foreign exchange restrictions, including (i) the requirement by SAFE to return the foreign exchange remitted overseas or into the PRC within a period of time specified by SAFE, with a fine of up to 30% of the total amount of foreign exchange remitted overseas or into PRC and deemed to have been evasive or illegal and (ii) in circumstances involving serious violations, a fine of no less than 30% of and up to the total amount of remitted foreign exchange deemed evasive or illegal.
We are committed to complying with and to ensuring that our shareholders who are subject to these regulations will comply with the SAFE rules and regulations. However, due to the inherent uncertainty in the implementation of the regulatory requirements by the PRC authorities, such registration might not be always practically available in all circumstances as prescribed in those regulations. In addition, we may not always be able to compel them to comply with SAFE Circular 37 or other related regulations. We cannot assure you that SAFE or its local branches will not release explicit requirements or interpret the PRC laws and regulations otherwise. We may not be fully informed of the identities of all our shareholders or beneficial owners who are PRC residents, and we cannot provide any assurance that all of our shareholders and beneficial owners who are PRC residents will comply with our request to make, obtain or update any applicable registrations or comply with other requirements under SAFE Circular 37 or other related rules in a timely manner.
Because there is uncertainty concerning the reconciliation of these foreign exchange regulations with other approval requirements, it is unclear how these regulations, and any future regulation concerning offshore or cross-border transactions, will be interpreted, amended and implemented by the governmental authorities. We cannot predict how these regulations will affect our business operations or future strategy. For example, we may be subject to a more stringent review and approval process with respect to our foreign exchange activities, such as remittance of dividends and foreign-currency-denominated borrowings, which may adversely affect our results of operations and financial condition. This may restrict our ability to implement our acquisition strategy and could adversely affect our business and prospects.
In addition, our offshore financing activities, such as the issuance of foreign debt, are also subject to PRC laws and regulations. In accordance with such laws and regulations, we may be required to complete filing and registration with the National Development and Reform Commission prior to such activities. Failure to comply with the requirements may result in administrative meeting, warning, notification and other regulatory penalties and sanctions.
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We may be materially and adversely affected if our shareholders and beneficial owners who are PRC entities fail to comply with the PRC overseas investment regulations.
On December 26, 2017, the National Development and Reform Commission promulgated the Administrative Measures on Overseas Investments, which took effect as of March 1, 2018. According to this regulation, non-sensitive overseas investment projects are subject to record-filing requirements with the local branch of the National Development and Reform Commission. On September 6, 2014, the Ministry of Commerce promulgated the Administrative Measures on Overseas Investments, which took effect as of October 6, 2014. According to this regulation, overseas investments of PRC enterprises that involve non-sensitive countries and regions and non-sensitive industries are subject to record-filing requirements with a local branch of Ministry of Commerce. According to the Circular of the State Administration of Foreign Exchange on Issuing the Regulations on Foreign Exchange Administration of the Overseas Direct Investment of Domestic Institutions, which was promulgated by SAFE, on July 13, 2009 and took effect on August 1, 2009, PRC enterprises must register for overseas direct investment with a local SAFE branch.
We may not be fully informed of the identities of all our shareholders or beneficial owners who are PRC entities, and we cannot provide any assurance that all of our shareholders and beneficial owners who are PRC entities will comply with our request to complete the overseas direct investment procedures under the aforementioned regulations or other related rules in a timely manner, or at all. If they fail to complete the filings or registrations required by the overseas direct investment regulations, the authorities may order them to suspend or cease the implementation of such investment and make corrections within a specified time, which may adversely affect our business, financial condition and results of operations.
Any failure to comply with PRC regulations regarding the registration requirements for employee stock incentive plans may subject our plan participants or us to fines and other legal or administrative sanctions.
In February 2012, SAFE promulgated the Notices on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly Listed Company, replacing earlier rules promulgated in 2007. Pursuant to these rules, PRC citizens and non-PRC citizens who reside in China for a continuous period of not less than one year and participate in any stock incentive plan of an overseas publicly listed company, subject to a few exceptions, are required to register with SAFE through a domestic qualified agent, which could be the PRC subsidiaries of such overseas-listed company, and complete certain other procedures. In addition, an overseas-entrusted institution must be retained to handle matters in connection with the exercise or sale of stock options and the purchase or sale of shares and interests. We and our executive officers and other employees who are PRC citizens or who reside in China for a continuous period of not less than one year and who have been granted options are subject to these regulations since our company is an overseas-listed company. Failure to complete SAFE registrations may subject them to fines and legal sanctions, and may also limit our ability to contribute additional capital into our PRC subsidiaries and limit our PRC subsidiaries’ ability to distribute dividends to us. We also face regulatory uncertainties that could restrict our ability to adopt additional incentive plans for our directors, executive officers and employees under PRC law.
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In addition, the State Administration of Taxation of the PRC has issued certain circulars concerning employee share options and restricted shares. Under these circulars, our employees working in China who exercise share options and/or are granted restricted shares will be subject to PRC individual income tax. Our PRC subsidiaries have obligations to file documents related to employee share options and/or restricted shares with tax authorities and to withhold individual income taxes of those employees who exercise their share options. If our employees fail to pay or we fail to withhold their income taxes according to laws and regulations, we may face sanctions imposed by the tax authorities or other PRC governmental authorities.
We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.
We are a Cayman Islands exempted company which acts as a holding company and we rely principally on dividends and other distributions on equity from our PRC subsidiary for our cash requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders for services of any debt we may incur. If our PRC subsidiary incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us. Under PRC laws and regulations, our PRC subsidiary, which is a foreign-owned enterprise, may pay dividends only out of its accumulated profits as determined in accordance with PRC accounting standards and regulations. In addition, a foreign-owned enterprise is required to set aside at least 10% of its accumulated after-tax profits each year, if any, to fund a certain statutory reserve fund, until the aggregate amount of such fund reaches 50% of its registered capital. Such reserve funds cannot be distributed to us as dividends. Some of our subsidiaries are required to allocate general risk reserves prior to the distribution of dividends.
Our PRC subsidiaries generate essentially all of their revenue in Renminbi, which is not freely convertible into other currencies. As a result, any restriction on currency exchange may limit the ability of our PRC subsidiary to use its Renminbi revenues to pay dividends to us.
The PRC government may continue to strengthen its capital controls, and more restrictions and substantial vetting process may be put forward by SAFE for cross-border transactions falling under both the current account and the capital account. Any limitation on the ability of our PRC subsidiary to pay dividends or make other kinds of payments to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.
In addition, the Enterprise Income Tax Law and its implementation rules provide that a withholding tax rate of up to 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises unless otherwise exempted or reduced according to treaties or arrangements between the PRC central government and governments of other countries or regions where the non-PRC-resident enterprises are incorporated.
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You may be subject to PRC income tax on dividends from us or on any gain realized on the transfer of our ordinary shares or ADSs.
Under the Enterprise Income Tax Law and its implementation rules, PRC withholding tax at a rate of 10% is generally applicable to dividends from PRC sources paid to investors that are resident enterprises outside of China and that do not have an establishment or place of business in China, or that have an establishment or place of business in China if the income is not effectively connected with the establishment or place of business. Any gain realized on the transfer of shares by such investors is subject to 10% PRC income tax if this gain is regarded as income derived from sources within China. Under the PRC Individual Income Tax Law and its implementation rules, dividends from sources within China paid to foreign individual investors who are not PRC residents are generally subject to a PRC withholding tax at a rate of 20% and gains from PRC sources realized by these investors on the transfer of shares are generally subject to 20% PRC income tax. Any such PRC tax liability may be reduced by the provisions of an applicable tax treaty.
Although substantially all of our business operations are in China, it is unclear whether the dividends we pay with respect to our ordinary shares or ADSs, or the gains realized from the transfer of our ordinary shares or ADSs, would be treated as income derived from sources within China and as a result be subject to PRC income tax if we are considered a PRC resident enterprise. If PRC income tax is imposed on gains realized through the transfer of our ordinary shares or ADSs or on dividends paid to our non-resident investors, the value of your investment in our ordinary shares or ADSs may be materially and adversely affected. Furthermore, our shareholders whose jurisdictions of residence have tax treaties or arrangements with China may not qualify for benefits under these tax treaties or arrangements.
In addition, pursuant to the Double Tax Avoidance Arrangement between Hong Kong and China, if a Hong Kong resident enterprise owns more than 25% of the equity interest of a PRC company at all times during the twelve-month period immediately prior to obtaining a dividend from such company, the 10% withholding tax on the dividend is reduced to 5%, provided that certain other conditions and requirements are satisfied at the discretion of the PRC tax authority. However, based on the Notice on Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties, issued in 2009 by the State Administration of Taxation of the PRC, if the PRC tax authorities determine, in their discretion, that a company benefits from the reduced income tax rate due to a structure or arrangement that is primarily tax-driven, the PRC tax authorities may adjust the preferential tax treatment. If our Hong Kong subsidiaries are determined by PRC governmental authorities as receiving benefits from reduced income tax rates due to a structure or arrangement that is primarily tax-driven, the dividends paid by our PRC subsidiaries to our Hong Kong subsidiaries will be taxed at a higher rate, which will have a material adverse effect on our financial performance.
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PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds of our initial public offering to make loans or additional capital contributions to our PRC subsidiaries and the consolidated affiliated entities in China, which could materially and adversely affect our liquidity and our ability to fund and expand our business.
We are an offshore holding company conducting our operations in China through our PRC subsidiary, the consolidated affiliated entities and their subsidiaries. We may make loans to our PRC subsidiary, the consolidated affiliated entities and its subsidiaries, or we may make additional capital contributions to our PRC subsidiary, or we may establish new PRC subsidiaries and make capital contributions to these new PRC subsidiaries, or we may acquire offshore entities with business operations in China in an offshore transaction.
Most of these ways are subject to PRC regulations and approvals or registration. For example, loans by us to our wholly owned PRC subsidiary to finance its activities cannot exceed statutory limits and must be registered with the local counterpart of SAFE. If we decide to finance our wholly owned PRC subsidiary by means of capital contributions, these capital contributions are subject to registration with the State Administration for Market Regulation of the PRC or its local branch, reporting of foreign investment information with the Ministry of Commerce, or registration with other governmental authorities in China. Due to the restrictions imposed on loans in foreign currencies extended to PRC domestic companies, we are not likely to make such loans to the consolidated affiliated entities, which is a PRC domestic company. Further, we are not likely to finance the activities of the consolidated affiliated entities by means of capital contributions due to regulatory restrictions relating to foreign investment in PRC domestic enterprises engaged in certain businesses.
SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign-invested Enterprises, or SAFE Circular 19, effective June 2015, in replacement of the Circular on the Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises, the Notice from the State Administration of Foreign Exchange on Relevant Issues Concerning Strengthening the Administration of Foreign Exchange Businesses, and the Circular on Further Clarification and Regulation of the Issues Concerning the Administration of Certain Capital Account Foreign Exchange Businesses. According to SAFE Circular 19, the flow and use of the RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company is regulated such that RMB capital may not be used for the issuance of RMB entrusted loans, the repayment of inter-enterprise loans or the repayment of banks loans that have been transferred to a third party. Although SAFE Circular 19 allows RMB capital converted from foreign currency-denominated registered capital of a foreign-invested enterprise to be used for equity investments within China, it also reiterates the principle that RMB converted from the foreign currency-denominated capital of a foreign-invested company may not be directly or indirectly used for purposes beyond its business scope. Thus, it is unclear whether SAFE will permit such capital to be used for equity investments in China in actual practice. SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital Account, or SAFE Circular 16, effective on June 9, 2016, which reiterates some of the rules set forth in SAFE Circular 19, but changes the prohibition against using RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company to issue RMB entrusted loans to a prohibition against using such capital to issue loans to non-associated enterprises. Violations of SAFE Circular 19 and SAFE Circular 16 could result in administrative penalties. SAFE Circular 19 and SAFE Circular 16 may significantly limit our ability to transfer any foreign currency we hold, including the net proceeds from our initial public offering, to our PRC subsidiary, which may adversely affect our liquidity and our ability to fund and expand our business in China. On October 25, 2019, SAFE promulgated the Notice for Further Advancing the Facilitation of Cross-border Trade and Investment, or SAFE Circular 28, which allows all foreign-invested companies to use Renminbi converted from foreign currency-denominated capital for equity investments in China, as long as the equity investment is genuine, does not violate applicable laws, and complies with the negative list on foreign investment. However, since SAFE Circular 28 is newly promulgated, it is unclear how SAFE and competent banks will carry this out in practice.
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In light of the various requirements imposed by PRC regulations on loans to and direct investment in PRC entities by offshore holding companies, we cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, or at all, with respect to future loans to our PRC subsidiary or consolidated affiliated entities or future capital contributions by us to our PRC subsidiary. As a result, uncertainties exist as to our ability to provide prompt financial support to our PRC subsidiary or consolidated affiliated entities when needed. If we fail to complete such registrations or obtain such approvals, our ability to use the proceeds we received from our initial public offering and to capitalize or otherwise fund our PRC operations may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business.
Fluctuations in exchange rates could have a material and adverse effect on our results of operations and the value of your investment.
The conversion of Renminbi into other currencies, including U.S. dollars, is based on rates set by the People’s Bank of China. The Renminbi has fluctuated against the U.S. dollar, at times significantly and unpredictably. The value of Renminbi against U.S. dollar and other currencies is affected by changes in China’s political and economic conditions and by China’s foreign exchange policies, among other things. We cannot assure you that Renminbi will not appreciate or depreciate significantly in value against U.S. dollar in the future. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between Renminbi and the U.S. dollar in the future.
Substantially all of our income and expenses are denominated in Renminbi and our reporting currency is Renminbi. Significant revaluation of the Renminbi may have a material and adverse effect on your investment. For example, to the extent that we need to convert U.S. dollars we receive from our financings into Renminbi for our operations, appreciation of the Renminbi against U.S. dollar would reduce the Renminbi amount we would receive from the conversion. Conversely, if we decide to convert Renminbi into U.S. dollars for the purpose of paying dividends or for other business purposes, appreciation of U.S. dollar against the Renminbi would reduce U.S. dollar amount available to us.
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Few hedging options are available in China to reduce our exposure to exchange rate fluctuations. We have only engaged in limited hedging activities to date, in connection with our obligations under our syndicated loan. While we may decide to enter into additional hedging transactions in the future, the availability and effectiveness of these hedges may be limited and we may not be able to hedge our exposure adequately or at all. In addition, our currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert Renminbi into foreign currency.
Governmental control of currency conversion may limit our ability to utilize our income effectively and affect the value of your investment.
The PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. We receive substantially all of our income in Renminbi. Under our current corporate structure, our holding company, which is incorporated in the Cayman Islands as an exempted company, may rely on dividend payments from our PRC subsidiary to fund any cash and financing requirements payable outside of China. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval of SAFE by complying with certain procedural requirements. Specifically, under the existing exchange restrictions, cash generated from the operations of our PRC subsidiary in China may be used to pay dividends to our company without prior approval of SAFE. However, approval from or registration with appropriate government authorities is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. As a result, we need to obtain SAFE approval to use cash generated from the operations of our PRC subsidiary and Consolidated Affiliated Entity to pay any debts they may incur in a currency other than Renminbi owed to entities outside China, or to make other capital expenditure payments outside China in a currency other than Renminbi.
In addition, if any of our shareholders who is subject to SAFE regulations fails to satisfy the applicable overseas direct investment filing or approval requirement, the PRC government may restrict our access to foreign currencies for current account transactions. If we are prevented from obtaining sufficient foreign currency to satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to our shareholders, including holders of the ADSs.
Recent litigation and negative publicity surrounding China-based companies listed in the United States may negatively impact the trading price of our ordinary shares or ADSs.
We believe that recent litigation and negative publicity surrounding companies with operations in China that are listed in the United States have negatively impacted stock prices of these companies. Certain politicians in the United States have publicly warned investors to shun China-based companies listed in the United States. Various equity-based research organizations have published reports on China-based companies after examining their corporate governance practices, related party transactions, sales practices and financial statements, and these reports have led to special investigations and listing suspensions on U.S. national exchanges. Any similar scrutiny of us, regardless of its lack of merit, could cause the market price of our ordinary shares or ADSs to fall, divert management resources and energy, cause us to incur expenses in defending ourselves against rumors, and increase the premiums we pay for director and officer insurance.
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The approval of and filings with the CSRC or other PRC governmental authorities may be required in connection with our offshore listings under PRC law, and, if required, we cannot predict whether we will be able to obtain such approval or complete such filings or how long they might take.
The MA Rules, adopted by six PRC regulatory agencies in 2006 and amended in 2009, require an overseas special purpose vehicle formed for listing purposes through acquisitions of PRC domestic companies and controlled by PRC persons or entities to obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. The interpretation and application of the regulations remain unclear, and our offshore listings may ultimately require approval of the CSRC. If the CSRC approval is required, it is uncertain whether we can or how long it will take us to obtain the approval and, even if we obtain such CSRC approval, the approval could be rescinded. Any failure to obtain or delay in obtaining the CSRC approval for any of our offshore listings, or a rescission of such approval if obtained by us, would subject us to sanctions imposed by the CSRC or other PRC regulatory authorities, which could include fines and penalties on our operations in China, restrictions or limitations on our ability to pay dividends outside of China, and other forms of sanctions that may materially and adversely affect our business, financial condition, and results of operations.
On July 6, 2021, the PRC governmental authorities issued the Opinions on Strictly Scrutinizing Illegal Securities Activities in Accordance with the Law. These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies and proposed to take effective measures, such as promoting the construction of relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies.
On February 17, 2023, the CSRC released a set of regulations consisting of 6 documents, including the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Enterprises, or the Trial Measures, and 5 supporting guidelines, collectively, the Filing Measures, effective March 31, 2023. The Filing Measures establish a new filing-based regime to regulate overseas offerings and listings by domestic companies. According to the Filing Measures, PRC domestic companies that seek to offer and list securities in overseas markets, either in direct or indirect means, are required to fulfill the filing procedure with the CSRC and report relevant information. The Trial Measures also sets certain regulatory red lines for overseas offerings and listings by domestic enterprises. Furthermore, after offering or listing, the company shall report material events to the CSRC within three working days after the occurrence and announcement of certain events, including, among other things, the change of control, investigation or penalties imposed by relevant authorities, the conversion of listing status or the transfer of listing board. Failure to comply with the filing or reporting requirements for any offering, listing or any other capital raising activities, may result in fines and other penalties on the companies, the controlling shareholder and other responsible persons. For more details of the Filing Measures, see “Item 4. Information on the Company—B. Business Overview—Regulations Relating to MA Rules and Overseas Listing.”
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On February 17, 2023, the CSRC also held a press conference for the release of the Trial Measures and issued the Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Companies, which, among others, clarifies that the domestic companies that have already been listed overseas before the effective date of the Trial Measures (i.e., March 31, 2023) shall be deemed as existing applicants (the “Existing Applicants”). The Existing Applicants are not required to complete the filing procedures immediately, and they shall be required to file with the CSRC when subsequent matters such as refinancing are involved. In addition, a six-month transition period will be granted to domestic companies which, prior to the effective date of the Trial Measures, have already obtained the approval from overseas regulatory authorities or stock exchanges (such as pass of hearing for listing in Hong Kong or the effectiveness of registration statement for listing in the United States), but have not completed the indirect overseas listing; if such domestic companies complete their overseas offering and listing within such six-month period (i.e., before September 30, 2023), they will be deemed as Existing Applicants. Within such six-month transition period, however, if such domestic companies need to re-apply for offering and listing procedures to the overseas regulatory authority or securities exchanges (such as being required to go through a new hearing procedure in Hong Kong), or if they fail to complete their indirect overseas issuance and listing, such domestic companies shall complete the filing procedures with the CSRC within three business days after submitting valid applications for overseas offering and listing. Furthermore, for the overseas listing of companies with contractual arrangements, the CSRC will solicit opinions from relevant regulatory authorities and complete the filing of the overseas listing of companies with these domestic companies which duly meet their compliance requirements, and support their development and growth by enabling them to utilize both markets and their resources.
If we fail to file with the CSRC in a timely manner or at all, for any future offering (including, among others, follow-on offerings, issuance of convertible corporate bonds and exchangeable bonds, and other equivalent offering activities) pursuant to the Filing Measures due to our contractual arrangements, our ability to raise or utilize funds could be materially and adversely affected, and we may even need to unwind our contractual arrangements or restructure our business operations to rectify the failure to complete the filings. However, as the Filing Measures were recently promulgated, there remain substantial uncertainties as to their interpretation, application, and enforcement and how they will affect our operations and our future financing.
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On February 24, 2023, the CSRC, jointly with other relevant governmental authorities, promulgated the revised Provisions on Strengthening Confidentiality and Archives Management of Overseas Securities Issuance and Listing by Domestic Enterprises, or the Confidentiality and Archives Management Provisions, effective March 31, 2023.
According to the Confidentiality and Archives Management Provisions, domestic companies, whether offering and listing securities overseas directly or indirectly, must strictly abide by the applicable laws and regulations when providing or publicly disclosing, either directly or through their overseas listed entities, documents and materials to securities services providers such as securities companies and accounting firms or overseas regulators in the process of their overseas offering and listing. If such documents or materials contain any state secrets or government authorities work secrets, domestic companies must obtain the approval from competent governmental authorities according to the applicable laws, and file with the secrecy administrative department at the same level with the approving governmental authority. Furthermore, the Confidentiality and Archives Management Provisions also provides that securities companies and securities service providers shall also fulfill the applicable legal procedures when providing overseas regulatory institutions and other relevant institutions and individuals with documents or materials containing any state secrets or government authorities work secrets or other documents or materials that, if divulged, will jeopardize national security or public interest.
In addition, we cannot assure you that any new rules or regulations promulgated in the future will not impose additional requirements on us. If it is determined in the future that any additional approval and filing from the CSRC or other regulatory authorities or other procedures, including the cybersecurity review under the Cybersecurity Review Measures, are required for our offshore listings, it is uncertain whether we can or how long it will take us to obtain such approval or complete such filing procedures and any such approval or filing could be rescinded or rejected. Any failure to obtain or delay in obtaining such approval or completing such filing procedures for our offshore listings, or a rescission of any such approval or filing if obtained by us, would subject us to sanctions by the CSRC or other PRC regulatory authorities for failure to seek CSRC approval or filing or other government authorization for our offshore listings. These regulatory authorities may impose fines and penalties on our operations in China, limit our ability to pay dividends outside of China, limit our operating privileges in China, delay or restrict the repatriation of the proceeds from our offshore listings into China or take other actions that could materially and adversely affect our business, financial condition, results of operations, and prospects, as well as the trading price of our listed securities. The CSRC or other PRC regulatory authorities also may take actions requiring us, or making it advisable for us, to halt our offshore listings before settlement and delivery of the shares offered. Consequently, if investors engage in market trading or other activities in anticipation of and prior to settlement and delivery, they do so at the risk that settlement and delivery may not occur. In addition, if the CSRC or other regulatory authorities later promulgate new rules or explanations requiring that we obtain their approvals or accomplish the required filing or other regulatory procedures for our prior offshore listings, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Any uncertainties or negative publicity regarding such approval requirement could materially and adversely affect our business, prospects, financial condition, reputation, and the trading price of our listed securities.
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The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections.
Our auditor, the independent registered public accounting firm that issues the audit report included in this annual report, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. The auditor is located in mainland China, a jurisdiction where the PCAOB was historically unable to conduct inspections and investigations completely before 2022. As a result, we and investors in the ADSs were deprived of the benefits of such PCAOB inspections. The inability of the PCAOB to conduct inspections of auditors in China in the past has made it more difficult to evaluate the effectiveness of our independent registered public accounting firm’s audit procedures or quality control procedures as compared to auditors outside of China that are subject to the PCAOB inspections. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. However, if the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong, and we use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the Securities and Exchange Commission, we and investors in our ADSs would be deprived of the benefits of such PCAOB inspections again, which could cause investors and potential investors in the ADSs to lose confidence in our audit procedures and reported financial information and the quality of our financial statements.
Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in China. The delisting of the ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment.
Pursuant to the HFCAA, if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the PCAOB for two consecutive years, the SEC will prohibit our shares or ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States.
On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong and our auditor was subject to that determination. In May 2022, the SEC conclusively listed us as a Commission-Identified Issuer under the HFCAA following the filing of our annual report on Form 20-F for the fiscal year ended December 31, 2021. On December 15, 2022, the PCAOB removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. For this reason, we do not expect to be identified as a Commission-Identified Issuer under the HFCAA after we file our annual report on Form 20-F for the fiscal year ended December 31, 2022.
Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions. If the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong and we use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the Securities and Exchange Commission, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year. In accordance with the HFCAA, our securities would be prohibited from being traded on a national securities exchange or in the over-the-counter trading market in the United States if we are identified as a Commission-Identified Issuer for two consecutive years in the future. If our shares and ADSs are prohibited from trading in the United States, there is no certainty that a market for our shares will develop outside of the United States. A prohibition of being able to trade in the United States would substantially impair your ability to sell or purchase our ADSs when you wish to do so, and the risk and uncertainty associated with delisting would have a negative impact on the price of our ADSs. Also, such a prohibition would significantly affect our ability to raise capital on terms acceptable to us, or at all, which would have a material adverse impact on our business, financial condition, and prospects.
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Risks Relating to Our ADSs
The trading price of our ADSs is likely to be volatile, which could result in substantial losses to investors.
As of the date of this annual report, the trading price of our ADSs has been volatile and has ranged from a high of US$20.17 to a low of US$1.26 since our ADSs started to trade on the NYSE on October 30, 2020. Volatility in trading price can result from broad market and industry factors, like the performance and fluctuation of the market prices of other companies with business operations located mainly in China that have listed their securities in the United States. A number of Chinese companies have listed or are in the process of listing their securities on U.S. stock markets. The securities of some of these companies have experienced significant volatility, including price declines in connection with their initial public offerings. The trading performances of these Chinese companies’ securities after their offerings may affect the attitudes of investors toward Chinese companies listed in the United States in general and consequently may impact the trading performance of our ADSs, regardless of our actual operating performance.
In addition to market and industry factors, the price and trading volume for our ADSs may be highly volatile for factors specific to our own operations, including the following:
| • | variations in our income, earnings and cash flow; |
| • | announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors; |
| • | announcements of new services and expansions by us or our competitors; |
| • | changes in financial estimates by securities analysts; |
| • | detrimental adverse publicity about us, our services or our industry; |
| • | additions or departures of key personnel; |
| • | expiration or release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; |
| • | changes in relations between the United States and China; and |
| • | potential litigation or regulatory investigations. |
Any of these factors may result in large and sudden changes in the volume and price at which our ADSs trade.
In the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their 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 and require us to incur significant expenses to defend the suit, which could harm our results of operations. 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.
If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding our ADSs, the market price for our ADSs and trading volume could decline.
The trading market for our ADSs will be influenced by research or reports that industry or securities analysts publish about our business. If one or more analysts who cover us downgrade our ADSs, the market price for our ADSs would likely decline. If one or more of these analysts cease to cover us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the market price or trading volume for our ADSs to decline.
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The sale or availability for sale of substantial amounts of our ADSs could adversely affect their market price.
Sales of substantial amounts of our ADSs in the public market, or the perception that these sales could occur, could adversely affect the market price of our ADSs and could materially impair our ability to raise capital through equity offerings in the future. The ADSs sold in our initial public offering in 2020 are freely tradable without restriction or further registration under the U.S. Securities Act of 1933, as amended, or the Securities Act, and shares held by our existing shareholders may also be sold in the public market in the future subject to the restrictions in Rule 144 and Rule 701 under the Securities Act. As of February 28, 2023, we had 1,146,018,927 ordinary shares outstanding, of which 474,905,000 ordinary shares, or 41.4%, were held by members of the Ping An Group. We cannot predict what effect, if any, market sales of securities held by our shareholders or the availability of these securities for future sale will have on the market price of our ADSs.
Because the amount, timing, and whether or not we distribute dividends at all is entirely at the discretion of our board of directors, you must rely on price appreciation of our ADSs for return on your investment.
We paid a cash dividend to our shareholders of US$0.68 per share in April 2022 based on our net profits for the financial year 2021 and of US$0.34 per share in October 2022 based on our net profits for the six-month period ended June 30, 2022, and in March 2023, we announced a cash dividend of US$0.10 per share for the six-month period ended December 31, 2022 with a record date of April 7, 2023. On March 9, 2023, our board of directors approved a revised semi-annual cash dividend policy, under which, starting from 2023, we will declare and distribute a recurring cash dividend semi-annually in which the aggregate amount of the semi-annual dividend distributions for each year is equivalent to approximately 20% to 40% of our net profit in such fiscal year, or as otherwise authorized by the board of directors. Based on our current policy, the amounts of dividends will vary based on the existence and amount of net profits that we can generate. In addition, the amount, timing, and whether or not we actually distribute dividends at all remains entirely at the discretion of our board of directors. Our board of directors has discretion as to whether to distribute dividends, subject to certain requirements of Cayman Islands law. Our board of directors may revise our dividend policy, as it has already done once, or it may choose to cancel our dividend policy entirely. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit or share premium account provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business. 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 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 ADSs will likely depend entirely upon any future price appreciation of our ADSs. There is no guarantee that our ADSs will appreciate in value or even maintain the price at which you purchased our ADSs. You may not realize a return on your investment in our ADSs, and you may even lose your entire investment in our ADSs.
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Our memorandum and articles of association and the deposit agreement purport to limit the jurisdiction of courts for lawsuits relating to U.S. federal securities law, which could limit the ability of holders of our ordinary shares, the ADSs or other securities to obtain a favorable judicial forum for disputes with us, our directors and officers, the depositary, and potentially others.
Our memorandum and articles of association provide that the United States District Court for the Southern District of New York (or, if the Southern District of New York lacks subject matter jurisdiction over a particular dispute, the state courts of New York County, New York) shall be the exclusive forum within the United States for the resolution of any complaint asserting a cause of action arising out of or relating in any way to the federal securities laws of the United States, regardless of whether such legal suit, action, or proceeding also involves parties other than us. Our deposit agreement also provides that holders and beneficial owners of ADSs agree that the United States District Court for the Southern District of New York (or, if the United States District Court for the Southern District of New York lacks subject matter jurisdiction over a particular dispute, the state courts in New York County, New York) shall have exclusive jurisdiction over any suit, action or proceeding against or involving us or the depositary, arising out of or relating in any way to the deposit agreement or the transactions contemplated thereby or by virtue of owning the ADSs. However, the enforceability of similar choice of forum provisions in other companies’ organizational documents has been challenged in legal proceedings in the United States, and it is possible that a court could find this type of provision to be inapplicable, unenforceable, or inconsistent with other documents that are relevant to the filing of such lawsuits. If a court were to find the choice of forum provision contained in our memorandum and articles of association to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions. If upheld, the forum selection clause in our memorandum and articles of association and deposit agreement may limit a security-holder’s ability to bring a claim against us, our directors and officers, the depositary and potentially others in his or her preferred judicial forum, and this limitation may discourage such lawsuits.
You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.
We are an exempted company incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our memorandum and articles of association, the Companies Act (As Revised) of the Cayman Islands and the common law of the Cayman Islands. The rights of shareholders to take action against our directors, actions by minority shareholders and the fiduciary responsibilities 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 precedent 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 responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent 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.
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Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records, other than copies of the memorandum and articles of association, the register of mortgages and charges and any special resolutions passed by our shareholders, 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.
Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as the United States. We have chosen to rely on the home country exemption from Section 303A.08 of the NYSE Listed Company Manual, which requires that shareholders must be given the opportunity to vote on all equity-compensation plans and material revisions thereto. In this respect, and in other respects if we choose to follow home country practice in other respects in the future, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.
As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States. For a discussion of significant differences between the provisions of the Companies Act (As Revised) of the Cayman Islands and the laws applicable to companies incorporated in the United States and their shareholders, see “Item 10. Additional Information—B. Memorandum and Articles of Association—Differences in Corporate Law.”
Certain judgments obtained against us by our shareholders may not be enforceable.
We are a Cayman Islands company and substantially all of our assets are located outside of the United States. Substantially all of our current operations are conducted in China. In addition, a majority of our current directors and officers are nationals and residents of countries other than the United States. Most of the assets of these persons are located outside the United States. 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 China may render you unable to enforce a judgment against our assets or the assets of our directors and officers.
We incur significant costs as a result of being a public company.
As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and the NYSE, impose various requirements on the corporate governance practices of public companies. These rules and regulations have increased our legal and financial compliance costs and have made some corporate activities more time-consuming and costly. For example, we incur additional costs associated with our public company reporting requirements. 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.
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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 U.S. 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 under the Exchange Act. |
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 NYSE. 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 than 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 that would be made available to you were you investing in a U.S. domestic issuer.
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The voting rights of holders of ADSs are limited by the terms of the deposit agreement, and holders of ADSs may not be able to exercise the right to vote the underlying ordinary shares.
Holders of our ADSs will only be able to exercise the voting rights with respect to the underlying ordinary shares in accordance with the provisions of the deposit agreement. Under the deposit agreement, holders of our ADSs must vote by giving voting instructions to the depositary. Upon receipt of the voting instructions of holders of our ADSs, the depositary will vote the underlying ordinary shares in accordance with these instructions. Holders of our ADSs will not be able to directly exercise the right to vote with respect to the underlying ordinary shares unless they withdraw the ordinary shares. Under our memorandum and articles of association, the minimum notice period required for convening a general meeting is 21 days for an annual general meeting and 14 days for any other general meetings (including an extraordinary general meeting). When a general meeting is convened, holders of our ADSs may not receive sufficient advance notice to withdraw the underlying ordinary shares represented by their ADSs to allow them to vote with respect to any specific matter. If we ask for the instructions from holders of our ADSs, the depositary will notify holders of our ADSs of the upcoming vote and will arrange to deliver our voting materials to them. We cannot assure holders of our ADSs that they will receive the voting materials in time to ensure that they can instruct the depositary to vote their ordinary shares. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for their manner of carrying out the voting instructions from holders of our ADSs. This means that holders of our ADSs may not be able to exercise the right to vote and they may have no legal remedy if the underlying ordinary shares represented by their ADSs are not voted as they requested.
We are entitled to amend the deposit agreement and to change the rights of ADS holders under the terms of such agreement, or to terminate the deposit agreement, without the prior consent of the ADS holders.
We are entitled to amend the deposit agreement and to change the rights of the ADS holders under the terms of such agreement, without the prior consent of the ADS holders. We and the depositary may agree to amend the deposit agreement in any way we decide is necessary or advantageous to us. Amendments may reflect, among other things, operational changes in the ADS program, legal developments affecting ADSs or changes in the terms of our business relationship with the depositary. In the event that the terms of an amendment impose or increase fees or charges (other than taxes and other governmental charges, registration fees, cable (including SWIFT) or facsimile transmission costs, delivery costs or other such expenses) or that would otherwise prejudice any substantial existing right of the ADS holders, such amendment will not become effective as to outstanding ADSs until the expiration of 30 days after notice of that amendment has been disseminated to the ADS holders, but no prior consent of the ADS holders is required under the deposit agreement. Furthermore, we may decide to terminate the ADS facility at any time for any reason. For example, terminations may occur when the ADSs are delisted from the stock exchange in the United States on which the ADSs are listed and we do not list the ADSs on another stock exchange in the United States, nor is there a symbol available for over-the-counter trading of the ADSs in the United States. If the ADS facility will terminate, ADS holders will receive at least 30 days’ prior notice, but no prior consent is required from them. Under the circumstances that we decide to make an amendment to the deposit agreement that is disadvantageous to ADS holders or terminate the deposit agreement, the ADS holders may choose to sell their ADSs or surrender their ADSs and become direct holders of the underlying ordinary shares, but will have no right to any compensation whatsoever.
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Your rights to pursue claims against the depositary as a holder of ADSs are limited by the terms of the deposit agreement.
Under the deposit agreement, any legal suit, action or proceeding against or involving us or the depositary, arising out of or relating in any way to the deposit agreement or the transactions contemplated thereby or by virtue of owning the ADSs may only be instituted in the United States District Court for the Southern District of New York (or, if the United States District Court for the Southern District of New York lacks subject matter jurisdiction over a particular dispute, in the state courts in New York County, New York), and you, as a holder of the ADSs, will have irrevocably waived any objection which you may have to the laying of venue of any such proceeding, and irrevocably submitted to the exclusive jurisdiction of such courts in any such action or proceeding. It is possible that a court could find this type of forum selection provision to be inapplicable, unenforceable, or inconsistent with other documents that are relevant to the filing of such lawsuits. For risks related to the enforceability of such exclusive forum selection provision, see “—Our memorandum and articles of association and the deposit agreement purport to limit the jurisdiction of courts for lawsuits relating to U.S. federal securities law, which could limit the ability of holders of our ordinary shares, the ADSs or other securities to obtain a favorable judicial forum for disputes with us, our directors and officers, the depositary, and potentially others.” Accepting or consent to this forum selection provision does not constitute a waiver by you of compliance with federal securities laws and the rules and regulations thereunder. You may not waive compliance with federal securities laws and the rules and regulations thereunder.
The deposit agreement provides that the depositary or an ADS holder may require any claim asserted by it against us arising out of or relating to our ordinary shares, the ADSs or the deposit agreement be referred to and finally settled by an arbitration conducted under the terms described in the deposit agreement, although the arbitration provisions do not preclude you from pursuing any claim, including claims under the Securities Act or the Exchange Act in the United States District Court for the Southern District of New York (or such state courts if the United States District Court for the Southern District of New York lacks subject matter jurisdiction). The exclusive forum selection provisions in the deposit agreement also do not affect the right of any party to the deposit agreement to elect to submit a claim against us to arbitration, or our duty to submit that claim to arbitration, as provided in the deposit agreement, or the right of any party to an arbitration under the deposit agreement, to commence an action to compel that arbitration, or to enter judgment upon or to enforce an award by the arbitrators, in any court having jurisdiction over an action of that kind.
The depositary for our ADSs will give us a discretionary proxy to vote the underlying ordinary shares represented by the ADSs if ADS holders do not timely provide voting instructions to the depositary in accordance with the deposit agreement, except in limited circumstances, which could adversely affect the interests of ADS holders.
Under the deposit agreement for the ADSs, if ADS holders do not timely provide voting instructions to the depositary, the depositary will give us a discretionary proxy to vote the underlying ordinary shares represented by the ADSs at shareholders’ meetings unless:
| • | we have failed to timely provide the depositary with notice of the meeting and related voting materials; |
| • | we have instructed the depositary that we do not wish a discretionary proxy to be given; |
| • | we have informed the depositary that there is substantial opposition as to a matter to be voted on at the meeting; |
| • | we have informed the depositary that a matter to be voted on at the meeting may have an adverse impact on shareholders; or |
| • | the voting at the meeting is to be made on a show of hands. |
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The effect of this discretionary proxy is that if ADS holders do not timely provide voting instructions to the depositary in the manner required by the deposit agreement, ADS holders cannot prevent the underlying ordinary shares represented by their ADSs from being voted, except under the circumstances described above. This may make it more difficult for shareholders to influence the management of our company. Holders of our ordinary shares are not subject to this discretionary proxy.
ADS holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes to the plaintiffs in any such action.
The deposit agreement governing the ADSs representing our ordinary shares provides that, to the fullest extent permitted by applicable law, holders and beneficial owners of ADSs irrevocably waive the right to a jury trial of any claim that they may have against us or the depositary arising from or relating to our ordinary shares, our ADSs or the deposit agreement, including any claim under the U.S. federal securities laws. The waiver continues to apply to claims that arise during the period when a holder holds the ADSs, even if the ADS holder subsequently withdraws the underlying ordinary shares. However, ADS holders will not be deemed, by agreeing to the terms of the deposit agreement, to have waived our or the depositary’s compliance with U.S. federal securities laws and the rules and regulations promulgated thereunder. In fact, ADS holders cannot waive our or the depositary’s compliance with U.S. federal securities laws and the rules and regulations promulgated thereunder.
If we or the depositary opposed a demand for jury trial relying on the above-mentioned jury trial waiver, it is up to the court to determine whether such waiver is enforceable considering the facts and circumstances of that case in accordance with the applicable state and federal law.
If this jury trial waiver provision is prohibited by applicable law, an action could nevertheless proceed under the terms of the deposit agreement with a jury trial. To our knowledge, the enforceability of a jury trial waiver under the federal securities laws has not been finally adjudicated by a federal court or by the United States Supreme Court. Nonetheless, we believe that a jury trial waiver provision is generally enforceable under the laws of the State of New York, which govern the deposit agreement, by a federal or state court in the City of New York. In determining whether to enforce a jury trial waiver provision, New York courts will consider whether the visibility of the jury trial waiver provision within the agreement is sufficiently prominent such that a party has knowingly waived any right to trial by jury. We believe that this is the case with respect to the deposit agreement and the ADSs. In addition, New York courts will not enforce a jury trial waiver provision in order to bar a viable setoff or counterclaim sounding in fraud or one which is based upon a creditor’s negligence in failing to liquidate collateral upon a guarantor’s demand, or in the case of an intentional tort claim, none of which we believe are applicable in the case of the deposit agreement or the ADSs. If any holders or beneficial owners of ADSs brings a claim against us or the depositary relating to the matters arising under the deposit agreement or our ADSs, including claims under federal securities laws, such holder or beneficial owner may not have the right to a jury trial regarding such claims, which may limit and discourage lawsuits against us or the depositary. If a lawsuit is brought against us or the depositary according to the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may have different outcomes compared to that of a jury trial, including results that could be less favorable to the plaintiffs in any such action.
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Moreover, as the jury trial waiver relates to claims arising out of or relating to the ADSs or the deposit agreement, we believe that, as a matter of construction of the clause, the waiver would likely continue to apply to ADS holders who withdraw the ordinary shares from the ADS facility with respect to claims arising before the cancelation of the ADSs and the withdrawal of the ordinary shares, and the waiver would most likely not apply to ADS holders who subsequently withdraw the ordinary shares represented by ADSs from the ADS facility with respect to claims arising after the withdrawal. However, to our knowledge, there has been no case law on the applicability of the jury trial waiver to ADS holders who withdraw the ordinary shares represented by the ADSs from the ADS facility.
ADS holders may not receive dividends or other distributions on our ordinary shares and ADS holders may not receive any value for them, if it is illegal or impractical to make them available to them.
The depositary of our ADSs has agreed to pay ADS holders the cash dividends or other distributions it or the custodian receives on ordinary shares or other deposited securities represented by our ADSs, after deducting its fees and expenses. ADS holders will receive these distributions in proportion to the number of ordinary shares represented by the ADSs. However, the depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any holders of ADSs. For example, it would be unlawful to make a distribution to a holder of ADSs if it consists of securities that require registration under the Securities Act but that are not properly registered or distributed under an applicable exemption from registration. The depositary may also determine that it is not feasible to distribute certain property through the mail. Additionally, the value of certain distributions may be less than the cost of mailing them. In these cases, the depositary may determine not to distribute such property. We have no obligation to register under U.S. securities laws any ADSs, ordinary shares, rights or other securities received through such distributions. We also have no obligation to take any other action to permit the distribution of ADSs, ordinary shares, rights or anything else to holders of ADSs. This means that ADS holders may not receive distributions we make on our ordinary shares or any value for them if it is illegal or impractical for us to make them available to ADS holders. These restrictions may cause a material decline in the value of our ADSs.
You may experience dilution of your holdings due to inability to participate in rights offerings.
We may, from time to time, distribute rights to our shareholders, including rights to acquire securities. Under the deposit agreement, the depositary will not distribute rights to holders of ADSs unless we indicate that we wish such rights to be made available to holders of ADSs and the distribution and sale of rights and the securities to which these rights relate are either exempt from registration under the Securities Act with respect to all holders of ADSs or are registered under the provisions of the Securities Act. The depositary may, but is not required to, attempt to sell these undistributed rights to third parties, and may allow the rights to lapse. We may be unable to establish an exemption from registration under the Securities Act, and we are under no obligation to file a registration statement with respect to these rights or underlying securities or to endeavor to have a registration statement declared effective. Accordingly, holders of ADSs may be unable to participate in our rights offerings and may experience dilution of their holdings as a result.
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Holders of our ADSs may be subject to limitations on transfer of the ADSs.
The ADSs are transferable on the books of the depositary. However, the depositary may close its books at any time or from time to time when it deems expedient in connection with the performance of its duties. The depositary may close its books from time to time for a number of reasons, including in connection with corporate events such as a rights offering, during which time the depositary needs to maintain an exact number of ADS holders on its books for a specified period. The depositary may also close its books in emergencies, and on weekends and public holidays. The depositary may refuse to deliver, transfer or register transfers of our ADSs generally when our share register or the books of the depositary are closed, or at any time if we or the depositary thinks it is advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason.
There can be no assurance that we will not be a passive foreign investment company, or PFIC, for United States federal income tax purposes for any taxable year, which could subject United States holders of our ADSs or ordinary shares to significant adverse United States income tax consequences.
We will be classified as a passive foreign investment company, or PFIC, for United States federal income tax purposes for any taxable year if either (a) 75% or more of our gross income for such year consists of certain types of “passive” income or (b) 50% or more of the value of our assets (generally determined on the basis of a quarterly average) during such year produce or are held for the production of passive income. We refer to the latter test as the asset test. Although the law in this regard is unclear, we intend to treat the consolidated affiliated entities (including their subsidiaries, if any) as being owned by us for United States federal income tax purposes, not only because we are able to direct the activities of the operation of such entities but also because we are entitled to substantially all of their economic benefits, and, as a result, we consolidate their results of operations in our consolidated financial statements. Assuming that we are the owner of the consolidated affiliated entities (including their subsidiaries, if any) for United States federal income tax purposes and based on the current and anticipated value of our assets and the composition of our income and assets, including goodwill and other unbooked intangibles, we do not believe we were a PFIC for our taxable year ended December 31, 2022.
There can be no assurance that we will not be a PFIC for the current taxable year or any future taxable year because PFIC status is a factual determination made annually after the close of each taxable year that will depend, in part, on the composition of our income and assets. Because the value of our assets for purposes of the asset test may be determined by reference to the market price of our ADSs, fluctuations in the market price of our ADSs may cause us to become a PFIC for the current or subsequent taxable years. In particular, recent declines in the market price of our ADSs significantly increased our risk of becoming a PFIC for the current taxable year. The market price of our ADSs may continue to fluctuate considerably and, consequently, we cannot assure you of our PFIC status for any taxable year. In addition, the composition of our income and assets will also be affected by how, and how quickly, we use our liquid assets. If we determine not to deploy significant amounts of cash for active purposes or if it were determined that we do not own the stock of the consolidated affiliated entities for United States federal income tax purposes, our risk of being a PFIC may substantially increase. Based on the nature of our business and activities, it is also possible that the IRS may challenge our classification of certain income and assets as non-passive, which may result in our company being or becoming a PFIC for the current or future taxable years.
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If we are a PFIC in any taxable year, a U.S. Holder (as defined in “Item 10. Additional Information—E. Taxation—United States Federal Income Tax Considerations”) may incur significantly increased United States income tax on gain recognized on the sale or other disposition of the ADSs or ordinary shares and on the receipt of distributions on the ADSs or ordinary shares to the extent such distribution is treated as an “excess distribution” under the United States federal income tax rules, and such U.S. Holder may be subject to burdensome reporting requirements. Further, if we are a PFIC for any year during which a U.S. Holder holds our ADSs or ordinary shares, we generally will continue to be treated as a PFIC for all succeeding years during which such U.S. Holder holds our ADSs or ordinary shares, unless we were to cease to be a PFIC and the U.S. Holder were to make a “deemed sale” election with respect to the ADSs or ordinary shares. For more information see “Item 10. Additional Information—E. Taxation—United States Federal Income Tax Considerations—Passive Foreign Investment Company Considerations” and “Item 10. Additional Information—E. Taxation—United States Federal Income Tax Considerations—Passive Foreign Investment Company Rules.”
Item 4. Information on the Company
A. History and Development of the Company
The history of our retail credit and enablement business dates back to August 2005, when Ping An Group launched a consumer loan business in Shenzhen, China.
In 2014, we underwent a series of reorganizations to further the strategic development of our business and incorporated Lufax Holding Ltd as an exempted company under the laws of the Cayman Islands in December 2014 to act as the holding company for our corporate group. In May 2016, we acquired our retail credit and enablement business from Ping An Group.
Prior to our initial public offering, we carried out three rounds of equity financing, the first two in 2015 and 2016, and the third one with separate closings in 2018 and 2019. In addition, we issued automatically convertible promissory notes and optionally convertible promissory notes in 2020. On October 30, 2020, the ADSs representing our ordinary shares commenced trading on NYSE under the symbol “LU.”
We conduct our retail credit and enablement business primarily through Ping An Puhui Enterprises Management Co., Ltd. and its subsidiaries, as well as Ping An Puhui Financing Guarantee Co., Ltd. These entities are collectively known as Puhui. Ping An Puhui Financing Guarantee Co., Ltd. holds licenses for providing financing guarantee services. Ping An Consumer Finance Co., Ltd. is licensed to provide consumer finance services. We do not conduct our retail credit and enablement business through the consolidated affiliated entities.
In order to comply with PRC laws and regulations, we operate an SBO value-added services platform under the brand of Ludiantong through the consolidated affiliated entities. We also carry out the online wealth management business primarily through the consolidated affiliated entities. We use two wholly foreign-owned entities in China, namely Weikun (Shanghai) Technology Service Co., Ltd, or Weikun (Shanghai) Technology, and Lufax Holding (Shenzhen) Technology Service Co., Ltd., or Lufax (Shenzhen) Technology, to direct the activities of the consolidated affiliated entities and their subsidiaries. Weikun (Shanghai) Technology has a series of contractual arrangements with Shanghai Xiongguo and its shareholders, and a series of contractual arrangements with Shanghai Lufax and its shareholders. Lufax (Shenzhen) Technology has a series of contractual arrangements with Shenzhen Lufax Enterprise Management and its shareholders. See “—Contractual Arrangements with the Principal Consolidated Affiliated Entities” below. Revenues contributed by the consolidated affiliated entities and their subsidiaries accounted for 3.0%, 2.5%, and 1.7% of our total revenues for 2020, 2021 and 2022, respectively.
Our principal executive offices are located at Building No. 6, Lane 2777, Jinxiu East Road, Pudong New District, Shanghai, the People’s Republic of China. Our telephone number at this address is +86 21-3863-6278.
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Our registered office in the Cayman Islands is located at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, NY 10168. Investors should contact us for any inquiries through the address and telephone number of our principal executive offices.
The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC on www.sec.gov. You can also find information on our website ir.lufaxholding.com. The information contained on our website is not a part of this annual report.
B. Business Overview
We are a leading financial services enabler for SBOs in China. We offer financing products designed principally to address the needs of SBOs. These financial institutions provide funding and credit enhancement for the loans we enable as well as other products to enrich the SBO ecosystem that we are creating. Through our offline-to-online model supported by our nationwide direct sales network, we have served a total of over 4.6 million, 5.9 million, and 6.6 million SBOs in China since the beginning of our business in 2005, as of December 31, 2020, 2021 and 2022, respectively. The total outstanding balance of loans we enabled was RMB545.1 billion, RMB661.0 billion and RMB576.5 billion (US$83.6 billion) as of December 31, 2020, 2021 and 2022, respectively.
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Our Business Model
We enable both borrowers and institutional partners through our core retail credit and enablement business model.
Our core retail credit and enablement business model comprises both general unsecured loans and secured loans, which we enable under the Puhui brand. Our borrowers are primarily small business owners who require larger ticket size loans on short notice for imminent operating needs. We leverage our large nationwide direct sales team to serve millions of otherwise hard to reach potential borrowers in this critical but undercapitalized sector of the Chinese economy. To a lesser extent we also serve salaried workers dealing with major life expenses under this business model. We apply advanced risk analytics leveraging our 17 years of proprietary data to assess the creditworthiness of potential borrowers and co-design loan product terms with our funding partners to serve their needs. We enable our institutional partners by referring borrowers who fit their target profiles and sharing our risk analytics so that each of our funding partners and credit enhancement providers is taking on the degree of risk that is compatible with its own business model. We also provide post-loan and collection services to our institutional partners to further manage their credit risk.
We only enable loans to individuals and not to entities, but our risk analytics incorporate data on both personal and business assets of potential borrowers. For loans funded by third parties where the lender requires credit enhancement, we guarantee a portion of the risk on each new loan transaction along with our credit enhancement providers. This also makes it possible for us to share data with our institutional partners in a manner that is fully compliant with regulatory requirements. Going forward, while we intend to increase the percentage of outstanding loans with credit risk exposure for our company to at least 30%, when and how much credit risk we take on and whether third-party credit enhancement is utilized depend on a dynamic mix of commercial factors, including the pricing of credit enhancement and the willingness of our funding partners to bear risk, as well as regulatory guidelines. Our loan enablement can be done either with or without third-party credit enhancement, and if the cost of third-party credit enhancement is not commercially attractive, the proportion of loans for which we have credit risk could greatly exceed 30%, depending on the balance of risk and reward. Our financing guarantee subsidiary is well capitalized with a current leverage ratio of less than 2.0×.
In addition to enablement, we also make consumer finance loans through our licensed consumer finance subsidiary. Our subsidiary bears some of the credit risk on them. We also refer borrowers to banks through a product that we have branded Lujintong. We do not provide any funding or bear any credit risk on loans resulting from these referrals.
For our core retail credit and enablement model, customers are charged an effective APR, from which we receive credit and enablement service fees, interest income and guarantee income, while our institutional partners such as funding partners receive funding fees and, where applicable, credit enhancement providers receive credit guarantee insurance premiums. We earn profit before income tax expenses after deducting operating expenses and impairment losses based on expected loan losses for the portion of loans that we bear credit risk.
We had a cumulative total of 19.0 million borrowers as of December 31, 2022. Our total outstanding balance of loans was RMB576.5 billion (US$83.6 billion) as of December 31, 2022, of which RMB29.7 billion (US$4.3 billion) or 5.1% consists of loans enabled by our licensed consumer finance subsidiary.
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How We Enable Small Business Owners and Retail Borrowers
We enable SBO and retail borrowers by connecting them with institutional partners and making the borrowing process faster, simpler and more intuitive to effectively address their financing needs.
Our Borrowers
Under our Puhui brand, we target small business owners who have residential property, automobiles, financial assets and some access to commercial bank credit. Small business owners often need larger ticket size loans on short notice for imminent commercial operating needs of their business and yet are underserved by traditional financial institutions. We also enable loans to salaried workers who need large ticket size consumption loans for purposes such as education, home decoration, and purchase of consumer durables.
Many of our SBO borrowers have fewer than 50 employees and annual revenues of less than RMB30 million. Some of them do business through a corporation, others through a partnership, still others as a sole proprietor, but regardless of the legal form of the business, the owner of the business is always the borrower in his or her personal capacity, so that the owner cannot avoid repayment of the loan on the basis of having limited liability for the debts of the entity.
As of December 31, 2022, we had over 6.6 million cumulative SBO borrowers under our Puhui brand. Small business owners accounted for approximately 72%, 78% and 86% of all new loans we enabled under our Puhui brand in 2020, 2021 and 2022, respectively, and 68%, 76% and 82% of the balance of such loans as of December 31, 2020, 2021 and 2022, respectively. As we continue to target small business owners, we expect them to account for an even larger percentage of all such new loans we enable going forward.
In response to ongoing developments in the Chinese economy, we have been concentrating our efforts on borrowers for our general unsecured loans at the higher end of our internal ranking of creditworthiness. In 2022, of the borrowers of loans under our Puhui brand, 91% had credit cards, 43% owned residential property, 45% had life insurance policies, and 53% had no unsecured loans outstanding from banks.
Beginning in June 2020, we also make loans through our newly established consumer finance subsidiary. Borrowers of consumer finance loans are typically looking to meet personal short-term cash flow needs or to make discretionary purchases of consumer goods.
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Sourcing Borrowers
We had a cumulative total of 19.0 million borrowers as of December 31, 2022. The number of active borrowers for whom we enabled loans increased from 4.4 million in 2020 to 4.9 million in 2021 and decreased to 4.8 million in 2022. We source borrowers through a variety of channels.
Retail Credit and Enablement
We source borrowers under our Puhui brand primarily through offline channels, because we primarily focus on loans with larger ticket sizes that often require additional consultation services to be provided to the borrowers during the origination process. The origination of these loans incurs higher costs as compared to the origination of smaller ticket size consumer loans but it also generates more value.
The following table shows the volume of new general unsecured and secured loans we enabled under our Puhui brand by origination channel for the years indicated.
| For the Year Ended December 31, | ||||||||||||||||||||||||
| 2020 | 2021 | 2022 | ||||||||||||||||||||||
| (RMB) | (%) | (RMB) | (%) | (RMB) | (%) | |||||||||||||||||||
| (in billions, except percentages) | ||||||||||||||||||||||||
| Volume of New Loans |
||||||||||||||||||||||||
| Direct sales |
269.5 | 48.3 | 309.6 | 49.7 | 247.1 | 56.6 | ||||||||||||||||||
| Channel partners |
223.8 | 40.1 | 233.1 | 37.4 | 125.9 | 28.8 | ||||||||||||||||||
| Online and telemarketing |
65.1 | 11.7 | 80.4 | 12.9 | 63.8 | 14.6 | ||||||||||||||||||
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|
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|
|
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|
|
|
|||||||||||||
| Total |
558.5 | 100.0 | 623.1 | 100.0 | 436.8 | 100.0 | ||||||||||||||||||
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Direct Sales
We had a direct sales network of over 40,000 full-time employees as of December 31, 2022, of whom over 95% have a junior college education or above. Together they covered approximately 300 cities across China. Our direct sales force proactively seeks out potential borrowers using their own knowledge and contacts with the help of a specialized mobile app designed to optimize their time and efforts. This system tracks and shows location and travel data for all of our sales employees in real time. Our system can further overlay an AI heat map showing our borrowers and their borrowing characteristics, which allows us to identify regions with higher sales potential.
In supervising and evaluating the performance of our direct sales network, we give close attention to the creditworthiness of the borrowers they bring in. The productivity of our direct sales force has been stable in 2020, 2021 and 2022, as evidenced by the volume of new loans sourced per employee per month, which was RMB402 thousand in 2020, RMB427 thousand in 2021 and RMB363 thousand (US$52.6 thousand) in 2022.
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Our direct sales channel was responsible for sourcing RMB269.5 billion, or 48.3%, of our total volume of new loans in 2020, RMB309.6 billion, or 49.7%, of our total volume of new loans in 2021 and RMB247.1 billion (US$35.8 billion), or 56.6%, of our total volume of new loans in 2022.
Channel Partners
We complement our direct sales force with a large and robust set of channel partners. Our channel partners introduce borrowers and are paid referral fees for each loan originated.
The following table shows the volume of new loans we enabled through individual referrals and corporate referrals.
| For the Year Ended December 31, | ||||||||||||||||||||||||
| 2020 | 2021 | 2022 | ||||||||||||||||||||||
| (RMB) | (%) | (RMB) | (%) | (RMB) | (%) | |||||||||||||||||||
| (in billions, except percentages) | ||||||||||||||||||||||||
| Volume of New Loans |
||||||||||||||||||||||||
| Individual referrals |
208.0 | 37.2 | 193.1 | 31.0 | 102.2 | 23.4 | ||||||||||||||||||
| Corporate referrals |
15.8 | 2.8 | 40.0 | 6.4 | 23.7 | 5.4 | ||||||||||||||||||
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| Total channel partners |
223.8 | 40.1 | 233.1 | 37.4 | 125.9 | 28.8 | ||||||||||||||||||
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We cooperate with both individual and corporate channel partners in acquiring customers. Individual referrals are referrals from individuals acting in their personal capacity only. Although substantially all of these individuals are associated with Ping An Group entities as sales representatives, the corresponding Ping An Group entities are not involved in the referrals. Individual referrals are rewarded on the basis of a referral program where individuals sign up with our group and receive fees on successfully referred borrowers. Corporate referrals are referrals from corporate entities. These include certain Ping An associated entities, but all of the entities combined contributed less than 0.5% of our new loan volume in 2022. Corporate referrals are compensated based on successful referrals stipulated by intra-party contracts signed with partner entities. Our corporate channel partners include a wide range of businesses, such as point-of-sale payment agencies and tax system providers. Our channel partners are supported by our proprietary partner management system that helps us allocate resources and design incentive plans more efficiently. Individual referrals were responsible for sourcing RMB208.0 billion, or 37.2%, of the new loans we enabled in 2020, RMB193.1 billion, or 31.0%, of the new loans we enabled in 2021, and RMB102.2 billion, or 23.4%, of the new loans we enabled in 2022. Corporate referrals were responsible for sourcing RMB15.8 billion, or 2.8%, of the new loans we enabled in 2020, RMB40.0 billion, or 6.4%, of the new loans we enabled in 2021, and RMB23.7 billion, or 5.4%, of the new loans we enabled in 2022.
Online and Telemarketing
As of December 31, 2022, we employed over 3,000 employees to engage in targeted online and telemarketing campaigns to reach customers based on their potential need for loans, which we have identified from online behavioral data and other big data techniques. Our online and telemarketing channel primarily enables general unsecured loans, and it focuses on helping high-quality borrowers borrow new loans.
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We have leveraged the application of advanced AI technology to maintain the productivity of our online and telemarketing channel. The volume of new loans sourced per employee per month by our online and telemarketing channel was RMB1,181 thousand in 2020, RMB1,609 thousand in 2021 and RMB1,265 thousand (US$183.4 thousand) in 2022. The productivity is relatively high because we use our online and telemarketing channel primarily to generate repeat business from existing customers.
Our online and telemarketing channel was responsible for sourcing RMB65.1 billion, or 11.7%, of the new loans we enabled in 2020, RMB80.4 billion, or 12.9%, of the new loans we enabled in 2021, and RMB63.8 billion (US$9.3 billion), or 14.6%, of the new loans we enabled in 2022.
Consumer Finance
Our consumer finance subsidiary acquires customers online through our consumer finance app and traffic platforms and offline through our direct sales network. The number of borrowers with outstanding consumer finance loans increased from 168 thousand as of December 31, 2020 to 608 thousand as of December 31, 2021 and further to 1.3 million as of December 31, 2022.
Lujintong
We are continuing to develop a new service branded Lujintong which aims to help our financial institution partners to acquire borrowers directly through dispersed sourcing nationwide as an additional way for us to cooperate with them. We have established an offline direct relationship management team across different cities in China to acquire and service agents for Lujintong. Lujintong refers borrowers that are introduced through our Lujintong app by over 10,000 third-party agents across China. The borrowers under Lujintong referrals are customers acquired by third party loan agents served on the Lujintong platform. These borrowers are individuals or SMBs who are of a lower risk profile than the target customers for the company’s core retail credit and enablement model, and therefore qualify for loans directly from banks at lower interest rates without requiring our enablement services. This service has been initiated principally through cooperation with Ping An Bank for expansion to other financial institution partners over time. Lujintong has helped enable approximately RMB124 billion in loans in 2022. We are not involved in the loan application, fraud detection or credit approval process and we do not bear any credit risk for loans made to borrowers we refer through Lujintong.
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Loan Products
We enable both secured and general unsecured loans under our Puhui brand. The typical borrower of a secured loan is a small business owner who uses the loan proceeds for business operations. Borrowers of general unsecured loans include both small business owners and salaried workers who use the loan proceeds for business operations or personal consumption. We base our credit assessment on individual data for salaried workers and a combination of individual and business data for small business owners, plus the characteristics of the collateral for borrowers of secured loans, who are almost all small business owners. We only accept residential property and automobiles as collateral. We also make consumer finance loans to retail borrowers through our licensed consumer finance subsidiary. The following chart summarizes some of the characteristics of these various borrowers and their loans in 2022:
| Core Retail Credit and Enablement Model | ||||||
| General Unsecured Loans |
Secured Loans |
Consumer Finance Loans | ||||
| Credit Risk Assessment |
• Individual, business |
• Individual, business, collateral |
• Individual | |||
| Average Ticket Size |
• RMB240,179 (US$34,823) |
• RMB438,675 (US$63,602) |
• RMB5,979 (US$867)(1) | |||
| Average Contractual Tenor |
• 38.0 months |
• 38.8 months |
• N/A | |||
| Average APR |
• 21.1% |
• 15.7% |
• 20.6% | |||
| Repayment Schedule |
• Fixed installments |
• Fixed installments or balloon payment |
• Fixed installments | |||
Note:
| (1) | This represents the average single drawdown amount for consumer finance loans. |
The following table shows the outstanding balance of loans under Puhui and our consumer finance subsidiary by product as of the dates indicated.
| As of December 31, | ||||||||||||||||||||||||
| 2020 | 2021 | 2022 | ||||||||||||||||||||||
| (RMB) | (%) | (RMB) | (%) | (RMB) | (%) | |||||||||||||||||||
| (in billions, except percentages) | ||||||||||||||||||||||||
| Outstanding Balance |
||||||||||||||||||||||||
| General unsecured loans(1) |
447.8 | 82.1 | 520.1 | 78.7 | 423.8 | 73.5 | ||||||||||||||||||
| Secured loans |
93.7 | 17.2 | 129.3 | 19.6 | 123.1 | 21.4 | ||||||||||||||||||
| Consumer finance loans |
3.6 | 0.7 | 11.6 | 1.8 | 29.7 | 5.1 | ||||||||||||||||||
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|
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| Total |
545.1 | 100.0 | 661.0 | 100.0 | 576.5 | 100 | ||||||||||||||||||
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Note:
| (1) | General unsecured loans include RMB0.4 billion of legacy products in 2020. |
The following table shows the volume of new loans by product during the years indicated.
| For the Year Ended December 31, | ||||||||||||||||||||||||
| 2020 | 2021 | 2022 | ||||||||||||||||||||||
| (RMB) | (%) | (RMB) | (%) | (RMB) | (%) | |||||||||||||||||||
| (in billions, except percentages) | ||||||||||||||||||||||||
| Volume of New Loans |
||||||||||||||||||||||||
| General unsecured loans |
436.1 | 77.2 | 481.7 | 74.3 | 318.6 | 64.3 | ||||||||||||||||||
| Secured loans |
122.3 | 21.7 | 141.5 | 21.8 | 118.2 | 23.9 | ||||||||||||||||||
| Consumer finance loans |
6.5 | 1.2 | 25.3 | 3.9 | 58.6 | 11.8 | ||||||||||||||||||
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|
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| Total |
565.0 | 100.0 | 648.4 | 100.0 | 495.4 | 100 | ||||||||||||||||||
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Loans are available on flexible terms. The loan products we enable under our Puhui brand permit large ticket sizes, long tenors and early repayment options, which are important features for small business owners.
The maximum permitted ticket size in 2022 was RMB10 million for secured loans and RMB1 million for general unsecured loans. Average loan size for these loans was considerably smaller. The following table shows the average ticket size for loans we enabled in Renminbi for both general unsecured loans and secured loans and the average drawdown in Renminbi for consumer finance loans. The increase in the average ticket size is generally due to our pivot to serving more SBOs and higher quality borrowers.
| As of December 31, | ||||||||||||
| 2020 | 2021 | 2022 | ||||||||||
| (RMB) | ||||||||||||
| Average Ticket Size / Drawdown |
||||||||||||
| General unsecured loans |
164,483 | 199,502 | 240,179 | |||||||||
| Secured loans |
390,467 | 430,795 | 438,675 | |||||||||
In general, the maximum contractual tenor offered on general unsecured loans and secured loans is 36 months, and most borrowers choose a tenor of 36 months. In 2021, we began to enable loans with contractual tenors of up to 60 months to selected borrowers, but we discontinued this practice in 2023. The following table shows the average contractual tenor for loans we enabled in months, for both general unsecured loans and secured loans.
| As of December 31, | ||||||||||||
| 2020 | 2021 | 2022 | ||||||||||
| (months) | ||||||||||||
| Average Contractual Tenor |
||||||||||||
| General unsecured loans |
35.3 | 35.4 | 38.0 | |||||||||
| Secured loans |
36.0 | 35.9 | 38.8 | |||||||||
Due to early repayment options, the effective tenor will be shorter than the average contractual tenor. The table below sets forth the estimated effective tenor of loans that we do not consolidate on our balance sheet, after considering assumptions of early repayment, as of December 31, 2020, 2021 and 2022.
| As of December 31, | ||||||||||||
| 2020 | 2021 | 2022 | ||||||||||
| (months) | ||||||||||||
| Estimated Effective Tenor for Off–Balance Sheet Loans |
||||||||||||
| General unsecured loans |
19.18 | 19.37 | 19.75 | |||||||||
| Secured loans |
12.64 | 13.44 | 14.62 | |||||||||
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We enable loans with fixed installment and balloon payment repayment schedules. As of December 31, 2022, approximately 91.0% of the loans we enabled under our Puhui brand had fixed installment repayment schedules and the other 9.0% had balloon payment schedules. Fixed installment loans include loans where the sum of the principal repayment and interest payment is fixed and service, insurance and guarantee fees gradually decrease as the outstanding balance decreases. We do not offer an interest-free period in any of the loans we enable under our Puhui brand.
In 2022, our average APR for new loans was 21.1% for general unsecured loans, 15.7% for secured loans and 20.6% for consumer finance loans. APR represents the monthly all-in borrowing cost as a percentage of the outstanding balance annualized by a factor of 12. The all-in borrowing cost comprises the actual amount of (a) interest, (b) insurance premiums or guarantee fees and (c) retail credit enablement service fees. The following table shows our average APR for new loans in 2020, 2021 and 2022 for general unsecured loans, secured loans and consumer finance loans. We have not enabled any loans with an APR higher than 24% for loan applications after September 4, 2020.
| As of December 31, | ||||||||||||
| 2020 | 2021 | 2022 | ||||||||||
| (%) | ||||||||||||
| Average APR for New Loans |
||||||||||||
| General unsecured loans |
26.7 | 22.6 | 21.1 | |||||||||
| Secured loans |
17.4 | 16.2 | 15.7 | |||||||||
| Consumer finance loans |
19.1 | 20.3 | 20.6 | |||||||||
General Unsecured Loans
General unsecured loans target both small business owners and salaried workers. In 2022, approximately 82.0% of the general unsecured loans we enabled, by volume, were borrowed by small business owners, and 18.0% by salaried workers. The average contractual tenor of new general unsecured loans we enabled during this period was 38.0 months and the average ticket size was RMB240,179 (US$34,823).
Our outstanding balance of general unsecured loans enabled was RMB447.5 billion, RMB520.1 billion and RMB423.8 billion (US$61.4 billion) as of December 31, 2020, 2021 and 2022, respectively. Our total volume of general unsecured loans enabled amounted to RMB436.1 billion, RMB481.7 billion and RMB318.6 billion (US$46.2 billion) in 2020, 2021 and 2022, respectively.
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The following table presents the volume of general unsecured loans we enabled by ticket size for the years indicated:
| For the Year Ended December 31, | ||||||||||||||||||||||||
| 2020 | 2021 | 2022 | ||||||||||||||||||||||
| (RMB) | (%) | (RMB) | (%) | (RMB) | (%) | |||||||||||||||||||
| (in billions, except percentages) | ||||||||||||||||||||||||
| Ticket Size |
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| Up to RMB50,000 |
12.9 | 2.9 | 7.2 | 1.5 | 3.0 | 1.0 | ||||||||||||||||||
| RMB50,001 to RMB100,000 |
57.7 | 13.2 | 38.5 | 8.0 | 18.5 | 5.8 | ||||||||||||||||||
| RMB100,001 to RMB200,000 |
146.2 | 33.5 | 138.0 | 28.6 | 68.1 | 21.4 | ||||||||||||||||||
| RMB200,001 to RMB300,000 |
131.4 | 30.1 | 159.2 | 33.1 | 93.5 | 29.3 | ||||||||||||||||||
| RMB300,001 or above |
88.0 | 20.2 | 138.8 | 28.8 | 135.5 | 42.5 | ||||||||||||||||||
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| Total |
436.1 | 100.0 | 481.7 | 100.0 | 318.6 | 100.0 | ||||||||||||||||||
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We focus on enabling loans with higher ticket size, which is an important feature for satisfying the needs of small business owners.
Secured Loans
Secured loans target small business owners. Approximately 95.5% of the secured loans we enabled, by volume, were borrowed by small business owners. In 2022, the average contractual tenor of new secured loans we enabled was 38.8 months and the average ticket size was RMB438,675 (US$63,602).
Our outstanding balance of secured loans enabled was RMB93.7 billion, RMB129.3 billion and RMB123.1 billion (US$17.8 billion) as of December 31, 2020, 2021 and 2022, respectively. Our total volume of secured loans enabled amounted to RMB122.3 billion, RMB141.5 billion and RMB118.2 billion (US$17.1 billion) in 2020, 2021 and 2022, respectively.
For our secured loans, we focus on SBOs who have residential property located in economically more developed cities which can be pledged as collaterals, given such cities’ relatively stable economic growth and real estate prices. The majority of the outstanding balance of secured loans is secured by real estate and the remainder by automobiles. The real estate collateral is well diversified across China, with a large proportion located in more developed cities. As we continue to focus on serving more SBOs and higher quality borrowers, there has been an increase in the average ticket size for our secured loans in 2020, 2021 and 2022. As a result, the average loan-to-value ratio at origination for the secured loans we enabled has grown from 67% in 2020 to 71% in 2021 and further to 74% in 2022.
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Consumer Finance Loans
We began to make consumer finance loans in June 2020 through our licensed consumer finance subsidiary. Borrowers of consumer finance loans are typically looking to meet personal short-term cash flow needs or to make discretionary purchases of consumer goods. Our consumer finance loans include both revolver loans and installment loans.
Our outstanding balance of consumer finance loans was RMB3.6 billion, RMB11.6 billion and RMB29.7 billion (US$4.3 billion) as of December 31, 2020, 2021 and 2022, respectively. Our total volume of consumer finance loans amounted to RMB6.5 billion, RMB25.3 billion and RMB58.6 billion (US$8.5 billion) in 2020, 2021 and 2022, respectively.
Our Guarantees
We work closely with funding partners through our financing guarantee subsidiary and its network of licensed branches in 29 provinces. For loans funded by third parties where the lender requires credit enhancement, we guarantee a portion of the risk on each new loan transaction along with our credit enhancement providers. This also makes it possible for us to share data with our institutional partners in a manner that is fully compliant with regulatory requirements. We had RMB21.0 billion, RMB64.7 billion and RMB68.5 billion (US$9.9 billion) in off–balance sheet financing guarantee contracts as of December 31, 2020, 2021 and 2022, respectively. Ultimately, how much credit risk we take on and whether third-party credit enhancement is utilized depend on a dynamic mix of commercial factors, including the pricing of credit enhancement and the willingness of our funding partners to bear risk, as well as regulatory guidelines.
Pursuant to the relevant regulations and rules regarding financing guarantee companies, the minimum registered capital of a financing guarantee company is not less than RMB20 million and its net assets must be no less than one-fifteenth of the total outstanding guaranteed amount it has guaranteed. Our financing guarantee subsidiary had net assets of RMB47.9 billion in aggregate as of December 31, 2022 and a leverage ratio of approximately 2.0×.
Value-Added Services For Small Business Owners
We launched our new small business owner value-added services platform in November 2022. This value-added services platform, branded Ludiantong, is an open-platform design and is being populated with digital operating tools and industry-focused content to support business development for small businesses. We intend to use this platform to engage potential customers at an earlier stage, deepen our interaction with existing customers, and create both new cross-sell opportunities and a new source of customer referrals. Our goal is to create an ecosystem that is interactive among customers as well as between customers and our direct sales team, and that supports business owners whose end customers are other small businesses or consumers.
Ludiantong offers tools and functions for small business owners to acquire customers and increase customer engagement. It enables small business owners to attract potential customers and gain deeper insights into their behavior via the data collected. It also helps small business owners to better identify the needs of their existing customers by leveraging the insights of other ecosystem participants and to expand their business networks. We expect to launch more features on Ludiantong going forward, including customer referral, service bundling offers and customer relationship management tools, and to foster the growth of an SBO ecosystem around our value-added services platform.
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How We Enable Our Institutional Partners
We enable our institutional partners by identifying potential borrowers who possess the characteristics that they wish to target, co-designing loan products that fit the needs of those potential borrowers, providing accurate credit assessment to make it possible for both funding partners and credit enhancement providers to correctly price the risk that they assume, and managing credit risk on outstanding loans through effective loan servicing and collection.
Our Funding Partners
Our funding partners consist of the banks and trusts that fund the loans that we enable. We have relationships with 75 banks and 6 trust companies as of December 31, 2022.
The following table shows the volume of new loans enabled in each period by funding source, including loans that we enabled through our own licensed microloan and consumer finance subsidiaries:
| For the Year Ended December 31, | ||||||||||||||||||||||||
| 2020 | 2021 | 2022 | ||||||||||||||||||||||
| (RMB) | (%) | (RMB) | (%) | (RMB) | (%) | |||||||||||||||||||
| (in billions, except percentages) | ||||||||||||||||||||||||
| Volume of New Loans Enabled by Funding Source |
||||||||||||||||||||||||
| Banks |
357.6 | 63.3 | 414.2 | 63.9 | 279.5 | 56.4 | ||||||||||||||||||
| Trusts |
198.2 | 35.1 | 208.9 | 32.2 | 157.2 | 31.7 | ||||||||||||||||||
| Our subsidiaries |
9.2 | 1.6 | 25.3 | 3.9 | 58.6 | 11.8 | ||||||||||||||||||
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| Total |
565.0 | 100.0 | 648.4 | 100.0 | 495.4 | 100.0 | ||||||||||||||||||
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We are continually refining our funding mix. Our ability to enable loans has not been constrained by our funding supply. We only utilized 49.6% of the credit facility provided by banks and 19.8% of the credit facility provided by trust companies in 2022. We believe our relationships with banks and trust companies are sustainable as our ability to help them generate interest income by enabling loans from our high quality borrowers makes us a valuable partner to them. In 2022, no single third-party funding source accounted for more than 10% of the funding for the loans we enabled.
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We enter into trilateral agreements with each funding partner and credit enhancement provider that contain the principal terms governing funding arrangements and credit enhancement for the loans that we enable with them. These agreements will generally include provisions specifying the proportion of loans to be insured or guaranteed by the credit enhancement provider and the geographical scope of the collaboration, and some of them set out the rate of interest to be charged by the funding partner for the loans. They also provide that each party will perform its own credit assessment of the borrowers, that the funding partner will enter into the loan agreement with the borrower, and that the credit enhancement provider will reimburse the lending partner for each loan that is 80 days past due. Under these agreements, each party has the right to perform post loan services or delegate them to another contracted party or third party.
Banks
Under the bank funding model, a third-party bank lends directly to the borrower. We provide loan enablement services for borrowers and enable borrowers to obtain loans from third-party banks.
We partnered with 52 banks in 2020, 60 banks in 2021 and 75 banks in 2022. These banks included national joint-stock banks, city commercial banks, rural commercial banks and others. The banks determine the creditworthiness of borrowers that we refer, though we help gather the information our bank partners need. Banks funded approximately 63.3% of the new loans we enabled in 2020, 63.9% of the new loans we enabled in 2021 and 56.4% of the new loans we enabled in 2022. Among the new loans we enabled that were funded by our bank funding partners in 2022, 54.1% of the funding was from national joint-stock banks, 32.7% of the funding was from city commercial banks, and 13.1% of the funding was from rural commercial banks and others. Maintaining stable and long-term relationships with banks is an important factor in sustainable funding.
Trusts
Under the trust model, a third-party trust company sets up a trust plan to which investors contribute funds through three major funding sources. There are: (1) retail funding directed by private banks, (2) institutional funding from banks, securities and insurance companies, and (3) funding from open market issuance. We provide loan enablement services for borrowers and enable borrowers to obtain loans from trusts. We perform credit assessments and match borrowers to the trust plans.
We partnered with six trust companies in each of 2020, 2021 and 2022. Trusts funded approximately 35.1% of the new loans we enabled in 2020, 32.2% of the new loans we enabled in 2021 and 31.7% of the new loans we enabled in 2022. The loans funded by consolidated trusts appear on our balance sheet, and those funded by unconsolidated trusts do not. See “Item 5. Operating and Financial Review and Prospects—A. Operating Results—On- and Off-Balance Sheet Treatment of Loans and Risk Exposure.”
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Our Subsidiaries
Our subsidiaries enabled 1.6%, 3.9% and 11.8% of the volume of new loans we enabled in 2020, 2021 and 2022, respectively. The loans enabled by our subsidiaries in 2020 included loans enabled by our three microloan subsidiaries, which stopped extending new loans in December 2020 in response to policy changes in China. The remainder of the loans enabled by our subsidiaries in 2020 and all of such loans for subsequent periods were enabled by our licensed consumer finance subsidiary, Ping An Consumer Finance Co., Ltd.
Credit Analytics
Our credit analytics include anti-fraud assessment and credit assessment. These are supported by both financial and behavioral data and managed by our risk management department. In addition to meeting the basic requirements on nationality, age, residency and the availability of credit and other history, a borrower must pass both our anti-fraud and credit assessments before we will refer them to funding partners and credit enhancement providers for a potential loan.
Once a loan application passes our credit assessment process, then we will refer the loan to a funding partner and, if applicable, a credit enhancement provider for them each to conduct an independent evaluation of the loan application. We only match borrowers who we believe meet our partners’ lending criteria, and our partners independently review all of the application information before making a lending decision. Loans are disbursed by the funding partner directly to the borrower.
The credit approval time for loans we enable can be as fast as 20 minutes for general unsecured loans or two hours for secured loans in 2022, and funding is generally available on the same day.
Data
Our credit assessment is built upon a variety of our own and third-party data, under proper authorization and within lawful ranges, including the data of the Credit Reference Center of the People’s Bank of China, data publicly available from other governmental institutions, and a variety of consumption, social or other behavioral data. We have cumulatively analyzed over 17 years of through-cycle credit data from approximately 68 million unique individual applicants, supplemented by access to the Ping An ecosystem insights and access to enterprise data for approximately 10 million businesses through external data providers as of December 31, 2022. Our proprietary and third-party data includes both know-your-customer or KYC personal financial information and know-your-business or KYB business information for loans to small business owners. All data are accessed and used only with the customer’s consent.
Out of over 7,000 predictive variables per borrower, we applied machine learning algorithms and regression analysis to select around 1,600 of the most relevant variables to build our anti-fraud models and around 1,600 of the most relevant variables to build our loan decision models as of December 31, 2022.
For loans with larger ticket sizes, our experience shows that both ability to repay and willingness to repay are important in the credit underwriting process. Behavioral data are nearly as useful as credit and financial data in anti-fraud assessment, as they can be helpful in evaluating a borrower’s willingness to repay. However, credit and financial data are substantially more predictive of creditworthiness as they can help evaluate a borrower’s ability to repay. As of December 31, 2022, credit and financial data comprise approximately 59% of the variables of our anti-fraud assessment and 89% of the variables of our credit assessment, while behavioral data make up the remaining 41% of the variables for our anti-fraud assessment and 11% of the variables of our credit assessment.
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Anti-fraud Assessment
Our anti-fraud assessment checks for identity fraud, against negative records and for organized fraud. We verify the borrower’s identity by crosschecking against the National Citizen Identity Information Center’s ID database using facial recognition technology. We also verify the borrower’s identity using phone number and bank card verifications. By cross checking within and across data sources, we ensure that the borrower is who he or she claims to be and that the same borrower is completing the application from beginning to end.
Next we check each borrower against blacklists and negative records, including lists that we have built up through our own operations, from third-party sources and from publicized fraud attempts. We also further check if the borrower uses technology to provide falsified information, such as false location information using VPNs or IP address proxies.
Furthermore, we use our social network model built upon graphic computation and machine learning algorithms to identify and screen out organized fraud attempts. We have an extensive database of location and IP data to support our social network model. We check the borrower’s key information using our fraud detection model, which contains over 1,000 expert rules.
Credit Assessment
Borrowers who pass our anti-fraud assessment process move onto our credit assessment process. Our credit assessment process has been made as convenient as possible for potential borrowers through the application of automatic speech recognition, optical character recognition and natural language processing. The approval process for general unsecured loans can be as fast as 20 minutes, entirely through one screen interaction, with minimal text input.
We have three key models for credit assessment: an application score model, a risk-based pricing model and a loan sizing model.
The application score model generates a score for each borrower, based on which we determine the borrower’s eligibility for a given loan. Our acceptance criteria and assessment processes vary depending on the borrower risk rating, which may vary from R1 to R6 on our recently adopted rating system. In 2022, we gave AI-assisted live interviews or purely AI interviews to 60.7% of borrowers of general unsecured loans, and the other 39.3% of borrowers of general unsecured loans had the interview waived because nothing in their data required further clarification. Borrowers of secured loans, who have extensive personal interaction with our direct sales team or our channel partners, are all given live interviews.
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When we give a live interview, our credit approval team interviews borrowers using web conferencing tools. During interviews, we use facial and voice recognition to identify borrowers and micro facial expression and speech emotion analytics to analyze borrowers’ emotional reactions to assist in assessing the trustworthiness of the borrowers. Other than live interviews, our credit assessment process is entirely automated, which helps us to achieve a unified and data-driven decision process with strong predictive power.
After being screened by the application score model, the borrower will be further assessed by our risk-based pricing and loan sizing models. In our risk-based pricing model, we consider the borrower’s risk rating and debt to income ratio and the value of the borrower’s assets to determine the appropriate risk-based pricing. After taking into account the borrower’s risk rating and debt to income ratio and the value of the borrower’s assets, the borrower can only qualify for a loan if the assigned pricing does not exceed the maximum permitted APR. Our loan sizing model is primarily based on the borrower’s credit and financial information, which we access with due authorization, such as other loan or credit card repayment records, insurance repayment records, car value, social insurance records and indebtedness information. Every loan applicant must authorize us to check their data through the Credit Reference Center of the People’s Bank of China, and these checks form a routine part of our credit assessment process. The data includes information on outstanding loans funded by licensed financial institutions in China such as banks, trusts, consumer finance companies and financing leasing companies. Our sizing model for secured loans further takes into consideration the value of the pledged collateral, which we determine in an efficient and expeditious manner with help from online valuers. Since we specialize in large ticket size loans, a borrower only qualifies for a general unsecured or secured loan if they meet the minimum creditworthiness threshold of at least RMB20,000.
For small business owners, know your business or KYB is an additional element of our credit assessment process. We analyze data relating to the borrower’s business including its corporate credit rating, if any, its VAT, point-of-sale and UnionPay records, its utility bills, and any insurance, memberships in industry organizations or other pertinent information. We believe that it is essential to combine both KYC and KYB data for small business owners to accurately assess their creditworthiness.
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Loan Servicing and Collection Services
Our loan servicing and collection services enable our institutional partners to concentrate on their core businesses while we manage troubled assets for them. We have accumulated 17 years of through-cycle proprietary data based on our offline-to-online business model that informs our collection efforts.
We utilize an online system for efficient and effective post-loan management and loan collection. Powered by AI servicing, intelligent loan collection algorithm and App smart robots, we have created a 24/7 operational command dashboard for our loan collection system which has increased the stability, speed, and efficiency of our post-loan process. Data from post-loan monitoring and collection efforts is constantly fed back into customer selection and credit approval algorithms to make sure our models are continuously refined to further improve outcomes. Deployment of AI collectors and segmentation algorithms for collection has enhanced our ability to identify fraud and high-risk borrowers, while being able to enhance product pricing, improve underwriting results and lift loan collection efficiency.
Our post-loan servicing model is based on credit scores to triage delinquencies. We check the loan records of our existing borrowers through the Credit Reference Center of the People’s Bank of China with their authorization on a regular basis so as to monitor their liability status and we use customer segmentation modeling to divide borrowers into low, medium and high risk. We also provide a repayment reminder service to our borrowers, including text message reminders for low-risk borrowers and AI-enabled contact for medium- and high-risk borrowers. In 2022, we carried out 54% of our repayment reminders through messages and the remainder through AI-enabled phone calls.
If borrowers fail to repay on time, our collection process will be initiated. Borrowers whose loans are overdue by one day are contacted by AI, and all other borrowers with overdue loans are contacted by a live collection agent. The relatively large average ticket size of the loans that we enable makes it more cost-efficient for us to escalate the collection process for delinquent loans, as compared to platforms that primarily enable small consumer loans.
Our collection professionals cannot access the mobile phone numbers of our borrowers and can only contact them through our systems. All contact with customers is recorded and retained for use in resolving disputes and ensuring that our collection team is fully in compliance with applicable laws and rules at all times. Data we accumulate in the collection process gets fed back into our credit assessment process in a closed loop.
The productivity of our post-loan servicing team has been continually improving. The average outstanding loan balance per post-loan servicing employee per year was RMB54.1 million, RMB65.5 million and RMB60.4 million (US$8.8 million) in 2020, 2021 and 2022, respectively.
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In line with common industry practice, we use third-party collection agencies to collect loans that are delinquent for more than 80 days. We regularly evaluate our agency partner companies based on their performance, service quality, experience in the industry and compliance with relevant laws and regulations.
In addition to the collection efforts described above, we have an additional foreclosure procedure for our secured loans. Acting on behalf of the credit enhancement providers and our financing guarantee subsidiary, we first repossess the collateral using our local collection team, supported by third-party local collection agencies as necessary. We then assess the condition of the residential property, obtain third-party appraisal reports of its value and initiate the process to foreclose on the residential property. Upon foreclosure, we dispose of residential property via auction or consignment and use the proceeds to minimize or mitigate losses for the credit enhancement provider.
Credit Risk Management
Credit risk is the risk that the borrowers of our loans default and do not repay, including due to a lack of intention to repay or a lack of ability to repay. Credit risk is borne by one or more of the funding partner, the credit enhancement provider and our own licensed financing guarantee subsidiary, in different combinations and different proportions depending on the loan. The ability to manage credit risk is thus of key importance in our business. We manage credit risk through anti-fraud assessment, credit assessment and loan servicing and collections.
For the general unsecured loans we enable, we rank qualified borrowers on a scale of one to six, where R1 is the highest quality (lowest risk) and R6 is the lowest quality (highest risk). The risk level is determined based on two primary considerations. The first is credit risk score, modeled using statistical techniques and based on the records of the Credit Reference Center of the People’s Bank of China and the borrower’s prior records such as repayment, delinquency and application histories. The other consideration takes into account the customer’s assets, such as residential property, vehicle and insurance policies. Borrowers with higher credit risk scores and better assets will be assigned a lower risk level.
As mentioned previously, we have been concentrating our efforts on borrowers at the higher end of our R1 to R6 ranking of creditworthiness. Risk rating is a dynamic process which reflects our risk appetite and acceptance from time to time, and we have been focusing our efforts on serving high quality customers.
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The following table shows the DPD 30+ delinquency rates for general unsecured loans and secured loans as of December 31, 2020, 2021 and 2022.
| As of December 31, | ||||||||||||
| DPD 30+ Delinquency Rates by Type of Loan | 2020 | 2021 | 2022 | |||||||||
| General unsecured loans |
2.3 | 2.6 | 5.2 | |||||||||
| Secured loans |
0.7 | 0.8 | 2.6 | |||||||||
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2.0 | 2.2 | 4.6 | |||||||||
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The core indicator for credit quality monitored by our management is DPD 90+. The following table presents the DPD 90+ delinquency rates for general unsecured loans and secured loans as of December 31, 2020, 2021 and 2022. We define the DPD 90+ delinquency rate as the outstanding balance of loans for which any payment is 90 to 179 calendar days past due, divided by the outstanding balance of loans. This table reflects all the loans we enable on a whole portfolio basis, not just the loans that are consolidated on our balance sheet. In addition, when a loan becomes 80 days past due and the funding provider is reimbursed by a credit enhancement provider, we still treat the loan as overdue for purposes of the DPD 90+ calculation, since the loan has not been repaid by the borrower. The credit enhancement provider acquires the creditor rights after reimbursing the funding provider and we continue to provide post-loan services to the credit enhancement provider.
| As of December 31, | ||||||||||||
| DPD 90+ Delinquency Rates by Type of Loan | 2020 | 2021 | 2022 | |||||||||
| General unsecured loans |
1.3 | 1.5 | 3.0 | |||||||||
| Secured loans |
0.4 | 0.4 | 1.2 | |||||||||
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1.2 | 1.2 | 2.6 | |||||||||
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The following chart shows the DPD 90+ delinquency rates by vintage as of December 31, 2022, on general unsecured loans that we have enabled. DPD 90+ delinquency rates by vintage is defined as the total balance of outstanding principal of a vintage for which any payment is over 90 calendar days past due as of a particular date (adjusted to reflect total amount of recovered past due payments for principal and without taking into account charge-offs), divided by the total initial principal in such vintage. Months on book, or MOB, is the number of complete calendar months that have elapsed since the calendar month in which the loan was originated, measured at the end of each calendar month.
The following chart shows the DPD 90+ delinquency rates by vintage as of December 31, 2022 on secured loans that we have enabled.
Flow rate is a forward-looking indicator that estimates the percentage of current loans that will become non-performing at the end of three months, and is defined as the product of (i) the loan balance that is overdue from 1 to 29 days as a percentage of the total current loan balance of the previous month, (ii) the loan balance that is overdue from 30 to 59 days as a percentage of the loan balance that was overdue from 1 to 29 days in the previous month, and (iii) the loan balance that is overdue from 60 to 89 days as a percentage of the loan balance that was overdue from 30 days to 59 days in the previous month.
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The following chart shows the flow rates in 2020, 2021 and 2022 for the general unsecured loans we have enabled.
The following chart shows the flow rates in 2020, 2021 and 2022 for the secured loans we have enabled.
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Our consumer finance subsidiary operates separately from our core retail credit and enablement business in many respects and has its own independent credit risk management personnel. As a licensed and regulated entity in the PRC, it must follow certain procedures and track certain metrics in order to ensure its compliance with regulatory requirements. As part of credit risk management for our consumer finance business, we conduct an online verification on customer identity and an anti-fraud assessment for each prospective borrower and determine the credit quota through our automated decisioning engine. Upon applying for drawdown, selected customers would enter into phone interviews with our credit assessment staff, and the drawdown would be disbursed after approval. We rely on a combination of text messages, AI and human agents in our collection process for consumer finance loans. We use texts and AI primarily for reminders and for payments that are not long overdue, and outsource collection efforts for longer overdue loans.
Our Credit Enhancement Providers
Our credit enhancement providers include credit insurance companies and guarantee companies. We worked with seven credit insurance companies in 2022. We enable them to extend credit enhancement for loans whose borrowers meet their desired risk profile. Credit enhancement providers benefit from the same customer referral, risk analytics and loan servicing and collection services as our funding partners.
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The proportion of the outstanding balance of loans we enabled under the Puhui brand that was insured or guaranteed by third parties was 89.4%, 78.9% and 76.1% of the outstanding balance as of December 31, 2020, 2021 and 2022, respectively. Our loan enablement can be done either with or without third-party credit enhancement. How much credit risk we take on and whether third-party credit enhancement is utilized depend on a dynamic mix of commercial factors, including the pricing of credit enhancement and the willingness of our funding partners to bear risk, as well as regulatory guidance. We conduct commercial negotiations with our credit enhancement providers on a running quarterly basis, so changes in the credit enhancement market may affect the commercial terms of our agreements with our credit enhancement providers very quickly. If the cost of third-party credit enhancement is not commercially attractive, the proportion of loans for which we have credit risk could greatly exceed 30%, depending on the balance of risk and reward.
Ping An PC provides credit enhancement on standard commercial arm’s-length terms for loans we enable. Ping An PC provided credit enhancement on 70.6% of the outstanding balance of loans we had enabled under our Puhui brand as of December 31, 2022. For loans we enable that are insured by Ping An PC, we have entered into agreements with terms of three years with Ping An PC and each of the funding partners. These third-party credit enhancement providers provide credit guarantee insurance or guarantees on the loans we enable and will repay the lenders if a loan becomes sufficiently delinquent. We are not aware of any instance where our credit enhancement providers have ever failed to fulfill their insurance or guarantee obligations. Our credit enhancement providers conduct their own evaluation of each borrower to determine whether they will provide insurance or guarantees while we help our partners collect the necessary information.
All of our credit enhancement providers are regulated and inspected by the Chinese authorities and subject to detailed statutory and regulatory requirements. Insurance companies are regulated and inspected by the China Banking and Insurance Regulatory Commission. Pursuant to the regulations and rules regarding insurance companies issued by the China Banking and Insurance Regulatory Commission, the minimum registered capital of an insurance company is no less than RMB200 million and must be fully paid up in cash. For insurance companies engaged in credit guarantee insurance, the core solvency adequacy ratio at the end of the last two quarters must be no less than 75%, and the comprehensive solvency adequacy ratio must be no less than 150%. We engage in a strict assessment process in selecting our credit enhancement providers. We assess whether an insurer has a license from the China Banking and Insurance Regulatory Commission to provide credit insurance on three-year retail credit, whether it is able to meet the China Banking and Insurance Regulatory Commission’s stringent requirements for solvency ratios, concentration risks, leverage ratios and liquidity stress tests under the Measures for Regulating the Credit Insurance and Guaranty Insurance issued by the China Banking and Insurance Regulatory Commission in May 2020, and whether it has the relevant experience, track record and reputation within the industry. Our insurers are required to publicly file their quarterly solvency reports with the China Banking and Insurance Regulatory Commission, and we review their public filings to verify that they remain in compliance with the relevant requirements. Financing guarantee companies are regulated and inspected by the financial authorities of the local provincial or municipal government. Pursuant to the relevant regulations and rules regarding financing guarantee companies, the minimum registered capital of a financing guarantee company is not less than RMB20 million and must be fully paid up in currency, and net assets must be no less than one-fifteenth of their total outstanding guaranteed amount.
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We have established a highly automated claims process with our funding partners and credit enhancement providers. Once a loan becomes delinquent for 80 days, a notice of claim will be automatically sent to the third-party credit enhancement provider. Normally this payment occurs without our participation and the timing of it does not affect our cash flow or cash position.
The table below shows the amount of claims submitted to credit enhancement providers for the loans consolidated on our balance sheet and the amount of claims reimbursed during each period, in millions of RMB. The discrepancies in amounts submitted and amounts reimbursed are mainly due to timing differences. When we submit a claim, the credit enhancement provider will typically complete its review and make the payment to the funding partner within one business day.
| For the Year Ended December 31, | ||||||||||||
| 2020 | 2021 | 2022 | ||||||||||
| Amount of claims submitted |
1,938.8 | 5,084.4 | 12,490.0 | |||||||||
| Amount of claims reimbursed |
1,940.1 | 5,084.4 | 12,490.0 | |||||||||
Other Services
We enable a variety of financial institutions including banks, trust companies, mutual fund companies, private investment fund management companies, asset management companies, securities companies and insurance companies to access investors for wealth management products. We enabled 436 such partners in 2020, 470 in 2021 and 489 in 2022. The wealth management products we enabled in 2022 included asset management plans, mutual fund products, private investment fund products and trust products, among others.
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Our Technology
Our proprietary end-to-end system enables us to strengthen our product sourcing and enablement capabilities, streamline our loan enablement process, improve customer experience and achieve economies of scale and operational efficiency. Designed for scalability and flexibility, our end-to-end system handles massive volumes of data required to evaluate a large number of customers, product providers and products profiles, enable loan transactions, enable products that meet the needs of investors, and monitor fund transfers, and repayment activities. For example, we deploy biometric identification, natural language processing, and optical character recognition to eliminate some of the more onerous loan application procedures and simplify the process for borrowers to provide loan documentation.
Many of the advanced technologies that we use, such as facial and voice recognition technology for verifying customer identities, AI and machine learning algorithms, and the application of blockchain to suitability management, have been licensed from Ping An Group, Ping An Technology and OneConnect. We train these technologies using our own data and business scenarios to create our own proprietary applied technologies unique to our own business.
Artificial Intelligence
Faster processor speeds, lower hardware costs, increasing sophisticated algorithms and the accumulation of high quality data have enabled us to adopt AI in more and more fields across our business. AI has helped us to reduce costs by increasing productivity and making decisions based on information that is too complex for a human to process. Our technology possesses leading artificial neural networks and by processing more examples from our over 17 years of through-cycle proprietary data, our neural network system evolves better and better over time. As a result we developed a deep learning model that could enable algorithms to powerfully analyze unstructured data for faster and cheaper credit scoring and quality loan assessments, precise marketing, custom-built intelligent customer service bots, pioneering regulatory compliance and various other business areas. Intelligent algorithms are able to spot anomalies and fraudulent information in a matter of seconds. The more we apply AI the more new use cases we find for it.
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One of the key technologies here is natural language processing, which improves decision-making by analyzing large volumes of text and identifying key considerations affecting actions. For example, an ongoing AI-powered dialog in our underwriting process leads to a more comprehensive understanding of the applicant. Using an algorithmic approach, we apply data analysis to provide credit scores for individuals with “thin” credit files, using alternative data sources to review loan applications. Leveraging such technologies allows for faster and cheaper credit scoring and ultimately makes quality loan assessments accessible to a larger number of people.
Another AI use case is our custom-built intelligent customer service bots and systems, used to streamline large parts of tedious customer service process. These automatically follow up on customer application break-points and rout the applicant to the right department within our company.
In 2020, we also introduced our latest pioneering regulatory technology, which focuses on making regulatory compliance more efficient and native to our core processes. The system uses natural language processing to cope with new regulations. To comply with these regulations, we apply AI-powered data analysis to build integrated risk and reporting systems. AI helps tackle regulatory quality issues, increasing the value of data to the authorities.
Data Science
Data technology is extensively used in the entire aspects of our operations, including KYC, KYP, anti-fraud and credit assessment, targeted marketing, product design and customer experience. We have invested significant resources in building up a petabyte-scale data platform, which covers a wide range of information pertinent to a customer’s profile and creditworthiness from a holistic perspective, particularly financial data that are more indicative of our customer’s financial strength and creditworthiness. We have accumulated over 17 years of through-cycle credit data, supplemented by Ping An ecosystem analytics and insights and access to enterprise data through external data providers, and our data-mining capabilities enable us to convert the originally unstructured data into structured data using deep learning and artificial intelligence techniques.
For example, through the application of deep learning and big data analytics, we utilize portfolio investment tools that construct tailored investment portfolio options that match investors’ risk appetites and can achieve higher investment return through diversification and automated investments. Based on our platform investors’ investment behavior data, we also enable the offering of personalized investment products and services using automated algorithms and analytics, which significantly improve the conversion rate of our marketing activities. In addition, our data-driven anti-fraud model enable us to identify and screen out organized fraud attempts through graphic computation and machine learning algorithms. Furthermore, we have developed an AI-driven customer services information message system, which allows us to migrate our customer services from traditional telephone model to online interactive model and answer our customers’ questions by machine, improving our operational efficiencies and customer experiences.
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Blockchain
Blockchain is an open, distributed ledger that stores transaction data in a verifiable and immutable way, enabling parties to conduct business with each other on a single, unified system. We use our blockchain technology, built using the Ping An ecosystem’s FiMAX architecture, to accomplish suitability management and transparent disclosure as well as to record interactions with our platform investors to ensure full traceability in case of complaints or disputes. The FiMAX architecture supports enterprise-grade blockchain development in addressing the challenges that arise using different parties’ encrypted data in ways that maintain the integrity of each user’s encryption. Combining FiMAX’s patented crypto-controlled data-sharing algorithm and per-field encryption technologies, we believe that FiMAX is one of the first technology platforms in the industry to achieve data connectivity while retaining various users’ data encryption—features that are critical for real life applications in the financial services industry.
Stable and Scalable Cloud-based Infrastructure
Our platform is built on cloud-native infrastructure supplied by Ping An Cloud. Ping An Cloud provides us with computing services, storage, server and bandwidth. We maintain redundancy through a real-time multi-layer data backup system to ensure the reliability of our network. Cloud-native flexibility enables us to deliver financial services with fast and seamless digital experience.
We have adopted modular architecture that consists of multiple connected components, each of which can be separately upgraded and replaced without compromising the functioning of other components. This advanced architecture gives us increased flexibility in adding or removing modules, and it speeds up the deployment of new capabilities, features and functionalities.
Our technology has built-in software and hardware redundancy. We make use of distributed computing architecture so that a single point of failure does not cause the entire system to fail. Combined with our modular architecture, this makes our platform both highly stable and easily scalable.
Research and Development
Since our inception, we have cultivated a culture of innovation and invested significantly in technology. We have a team of over 700 engineers and data analysts who have extensive working experience in China’s internet and financial institution industries. Benefiting from the diversified background and expertise of our technology team, we have built our system infrastructure, which is reputable in both the internet and financial institutions industries.
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Multilevel Security
We are committed to maintaining a secure online platform, as data protection and privacy are critical to our business. We have developed our proprietary security system, covering entire aspects of our operation and use a variety of techniques to protect our customer’s data. We rely on multiple layers of network segregation using firewalls to protect against attacks or unauthorized access. We also employ proprietary technologies to protect our users. For example, if we suspect that a user’s account or a transaction may have been compromised, we may use micro expression, facial recognition or voice recognition to validate that the person accessing the account or authorizing the transaction is the actual account holder. We also use automated data tiering technology to store our users’ data to ensure safety and for any transmission of sensitive user information, we use data encryption to ensure confidentiality. Our security system has been certified by ISO27001 standard and PRC national level III security protection standard.
Intellectual Property
We strongly emphasize the establishment, application, administration and protection of intellectual property rights. Through research, development and application in our ordinary course of business, we have obtained various intellectual property rights, including for our Ping An Puhui mobile app and for our Lu.com domain name, which offer enormous value to our businesses.
We regard our patents, copyrights, trademarks, domain names, know-how, proprietary technologies and similar intellectual property as critical to our success, and we rely on patent, copyright, trademark, and trade secret law and confidentiality, invention assignment and non-compete agreements with our employees and others to protect our proprietary rights. As of December 31, 2022, we had registered 568 patents with the PRC State Intellectual Property Office in China and 252 software copyrights and art work copyrights with the PRC National Copyright Administration. We had 43 registered domain names and 702 registered trademarks in the PRC as of the same date.
Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy or otherwise obtain and use our technology. Monitoring unauthorized use of our technology is difficult and costly, and we cannot be certain that the steps we have taken will prevent misappropriation of our technology. From time to time, we may have to resort to litigation to enforce our intellectual property rights, which could result in substantial costs and diversion of our resources.
In addition, third parties may initiate litigation against us alleging infringement of their proprietary rights or declaring their non-infringement of our intellectual property rights. In the event of a successful claim of infringement and our failure or inability to develop non-infringing technology or license the infringed or similar technology on a timely basis, our business could be harmed. Moreover, even if we are able to license the infringed or similar technology, license fees could be substantial and may adversely affect our results of operations.
We were not aware of any material incidents of intellectual property rights infringement claims or litigation initiated by others against us or vice versa in 2020, 2021 and 2022. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business and Industry—We may not be able to prevent others from making unauthorized use of our intellectual property, which could harm our business and competitive position” and “—We may be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt our business and operations.”
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Seasonality
Our overall operating results fluctuate from quarter to quarter as a result of a variety of factors, including seasonal factors and economic cycles that influence customer borrowing activities. Seasonality is not a major factor in fluctuations in our operating results.
Competition
We compete primarily with non-traditional financial service providers such as MYbank, WeBank, Du Xiaoman Financial and JD Technology, and with traditional financial institutions, such as traditional banks, which are focused on retail and SMB lending. Many non-traditional financial service providers trace their origins back to services offered by a technology company, so they tend to compete with us in segments of the market that are more amenable to purely technological solutions and do not necessarily require strong financial expertise. Banks may compete with us as lenders or cooperate with us as funding partners. The PRC government is encouraging banks to increase their lending to the small business sector, which may cause them to pay more attention to the kinds of borrowers that we target than they have in the past. In addition, decreases in the maximum APR that can be charged to borrowers and our own increasing focus on high-quality borrowers to maintain credit quality may also cause our target borrowers to overlap more with those that banks have targeted in the past.
Some of our larger competitors have significant financial resources to support heavy spending on sales and marketing and to provide more services to customers. We believe that our ability to compete effectively for borrowers and investors depends on many factors, including the variety of our products, quality of our user experience, effectiveness of our risk management, our partnership with third parties, our marketing and selling efforts and the strength and reputation of our brand.
Furthermore, as our business continues to grow rapidly, we face significant competition for highly skilled personnel. The success of our growth strategy depends in part on our ability to retain existing personnel and add additional highly skilled employees.
Insurance
We maintain major insurance coverage for areas such as office buildings and facilities, equipment and materials, and losses due to fire, flood and other natural disasters. We believe our insurance coverage is adequate and in line with the commercial practice of industries we operate.
While a significant portion of our loan products carry credit guarantee insurance provided by third parties, the insurance premiums are paid by the borrower as part of the cost of the loan, and we are not obligated to pay any of the premiums.
We consider our insurance coverage to be adequate as we have in place all the mandatory insurance policies required by the PRC laws and regulations and in accordance with the commercial practices in our industry. However, our insurance policies are subject to standard deductibles, exclusions and limitations. As a result, our insurance policies may not be able to cover all of our losses and we cannot provide any assurance that we will not incur losses or suffer claims beyond the limits of, or outside the relevant coverage of, our insurance policies. For details of risks relating to our insurance coverage, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business and Industry—We have limited insurance coverage, which could expose us to significant costs and business disruption.”
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Regulation
We operate in an increasingly complex legal and regulatory environment. We are subject to a variety of PRC and foreign laws, rules and regulations across numerous aspects of our business. This section sets forth a summary of the principal PRC laws, judicial interpretations, rules and regulations relevant to our business and operations in the PRC.
Regulations Relating to Foreign Investment
The establishment, operation and management of corporate entities in the PRC, including foreign-invested companies, are subject to the Company Law, which was issued by the Standing Committee of the National People’s Congress and was last amended on October 26, 2018. Unless otherwise provided in the PRC’s foreign investment laws, the provisions of our company Law shall prevail.
Investments in the PRC by foreign investors and foreign-invested enterprises are regulated by the Catalog of Industries in which Foreign Investment is Encouraged (2022 edition) and the Special Administrative Measures for Foreign Investment Access (Negative List 2021), or the 2021 Negative List. The establishment of wholly foreign-owned enterprises is generally allowed in industries not included in the 2021 Negative List. Industries not listed in the 2021 Negative List are generally open to foreign investments unless specifically restricted by other applicable Chinese regulations. Under the 2021 Negative List, foreign equity in companies providing value-added telecommunications services, excluding e-commerce, domestic multi-party communications, data collection and transmission services, and call centers, should not exceed 50%.
The establishment procedures, filing and approval procedures, registered capital requirements, foreign exchange restrictions, accounting practices, taxation, and labor matters of a wholly foreign-owned enterprise are governed by the Foreign Investment Law, which took effect on January 1, 2020. It replaced most laws and regulations previously governing foreign investment in the PRC. The Company Law and the Partnership Enterprise Law of the PRC generally govern the organization of a foreign invested enterprise.
The Foreign Investment Law mainly stipulates four forms of foreign investments: (a) a foreign investor, individually or collectively with other investors, establishes a foreign-invested enterprise within the PRC; (b) a foreign investor acquires stock shares, equity shares, interests in assets, or other like rights and interests of an enterprise within the PRC; (c) a foreign investor, individually or collectively with other investors, invests in a new project within the PRC; and (d) foreign investors invest in the PRC through any other methods under laws, administrative regulations, or provisions prescribed by the State Council. It does not mention the relevant concept and regulatory regime of consolidated affiliated entities structures and uncertainties still exist with regards to its interpretation and implementation.
Under the Foreign Investment Law, foreign investment is accorded pre-admission national treatment, which means that treatment given to foreign investors and their investments shall not be less favorable than those given to domestic investors and their investments, except where a foreign investment falls under the 2021 Negative List. It also provides several protective rules and principles for foreign investors and their investments in the PRC, including foreign investors’ funds being freely transferred out and into the territory of the PRC through the entire life cycle from the entry to the exit of foreign investment, a comprehensive system to guarantee fair competition among foreign-invested enterprises and domestic enterprises to be established, and prohibition of the state to expropriate any foreign investment except under special circumstances.
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In addition, the Foreign Investment Law subjects foreign investors and foreign-invested enterprises to legal liabilities for failing to report their investment information in accordance with the requirements of an information reporting system to be established. It also provides that foreign invested enterprises established according to the previous laws regulating foreign investment before the Foreign Investment Law came into effect may maintain their structure and corporate governance within five years after the implementation of the Foreign Investment Law. This means that foreign invested enterprises may be required to adjust their structure and corporate governance in accordance with the PRC Company Law and other laws and regulations governing the corporate governance.
On December 26, 2019, the State Council promulgated the Implementation Regulations for the Foreign Investment Law, effective January 1, 2020. The Implementation Regulations for the Foreign Investment Law emphasizes the promotion of foreign investment, refined specific measures, and also replaced various previous laws and regulations. On December 26, 2019, the Supreme People’s Court issued an Interpretation on Several Issues Concerning the Application of the Foreign Investment law of the PRC, which also came into effect on January 1, 2020. The interpretation applies to any contractual dispute arising from the acquisition of relevant rights and interests by a foreign investor through gift, division of property, merger of enterprises, division of enterprises, etc. On December 30, 2019, the Ministry of Commerce and the State Administration for Market Regulation jointly issued the Measures on Reporting of Foreign Investment Information, which replaced the existing filing and approval procedures regarding the establishment and change of foreign-invested companies. On December 31, 2019, the Ministry of Commerce issued the Announcement on Matters Relating to Foreign Investment Information Reporting which emphasized the information reporting requirements provided by the Measures on Reporting of Foreign Investment Information, and stipulated the forms for information reporting.
On December 19, 2020, the National Development and Reform Commission and the Ministry of Commerce jointly issued the Measures for the Security Review of Foreign Investment, effective January 18, 2021. The measures stipulate rules for foreign investment that is subject to security review. According to the measures, procedures will be established for organizing, coordinating, and guiding the security review of foreign investments, and the office in charge of the security review will be set up under the National Development and Reform Commission, and led by the National Development and Reform Commission and the Ministry of Commerce. Furthermore, the measures provide that if foreign investors or relevant parties in China intend to invest in crucial information technology and internet products and services, in crucial financial services or in other crucial fields which relate to national security, and to obtain the actual control over the enterprises they invested in, they shall apply to the office in advance for a security review.
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Regulations Relating to Value-Added Telecommunication Services
The Telecommunications Regulations of the PRC, which were issued by the State Council in 2000 and last amended on February 6, 2016, provide the general framework for the provision of telecommunication services by PRC companies. It requires a telecommunication service provider in China to obtain an operating license from the Ministry of Industry and Information Technology or its provincial branch prior to commencement of operations.
The Telecommunications Regulations of the PRC categorize telecommunication services in China as either basic telecommunications services or value-added telecommunications services. According to the Classification Catalog of Telecommunications Business, attached to the Telecommunications Regulations and issued by the Ministry of Industry and Information Technology in 2015 and last amended on June 6, 2019, online data processing, transaction processing and information services provided via fixed network, mobile network and internet are value-added telecommunication services.
On July 3, 2017, the Ministry of Industry and Information Technology issued the Administrative Measures for Telecommunications Business Operating Permit, which took effect on September 1, 2017. The measures set forth more specific provisions regarding the types of licenses required to operate value-added telecommunications services, the qualifications and procedures for obtaining the licenses and the administration and supervision of these licenses. Operators are required to submit an application within the prescribed period to the original permit-issuing authority with respect to changes in the business scope or the operating entity resulting from shareholder changes or the merger and division of the company as prescribed under relevant regulations.
Regulations on Foreign Investment in Value-Added Telecommunications
Foreign direct investment in telecommunications companies in China is governed by the Administrative Rules on Foreign-invested Telecommunications Enterprises, which were issued by the State Council in 2001. It provides that a foreign investor’s beneficial equity ownership in an entity providing value-added telecommunications services in China shall not exceed 50%. However, the 2021 Negative List provides that foreign investors may hold 100% equity interest in e-commerce, domestic multi-party communications, data collection and transmission services and call centers. Further, on March 29, 2022, the State Council issued the Decision of the State Council to Amend and Repeal Certain Administrative Regulations, effective May 1, 2022, which amended the Administrative Rules on Foreign-invested Telecommunications Enterprises issued in 2001. According to the currently effective rules, foreign investors who are involved in a business providing value-added telecommunications will be no longer subject to the requirement to demonstrate a good track record and experience in providing the services. In addition, the amended rules simplify the application process for telecommunication business operation permits and shorten the review period.
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The Ministry of Industry and Information Technology’s Circular on Strengthening the Administration of Foreign Investment in and Operation of Value-added Telecommunications Business, issued on July 13, 2006, requires foreign investors to set up foreign-invested enterprises and obtain a license for value-added telecommunications services. It prohibits domestic companies holding value-added telecommunications services licenses from leasing, transferring or selling their licenses in any form, or providing any resource, sites or facilities, to any foreign investors intending to conduct this type of business in China. In addition to restricting dealings with foreign investors, it contains a number of detailed requirements applicable to operators of value-added telecommunications services, including that operators or their shareholders must legally own the domain names and trademarks used in their daily operations and each operator must possess the necessary facilities for its approved business operations and maintain its facilities in the regions covered by its license. The Ministry of Industry and Information Technology or its provincial counterpart has the power to require corrective actions after discovering any non-compliance by operators, and where operators fail to take those steps, the Ministry of Industry and Information Technology or its provincial counterpart can revoke the value-added telecommunications services license.
Regulations on Internet Information Services
The Administrative Measures on Internet Information Services, which were issued by the State Council in 2000 and amended on January 8, 2011, set out guidelines on the provision of internet information services. Pursuant to these measures, “internet information services” are defined as services that provide information to online users through the internet. These measures require internet information services operators to obtain an ICP license from the relevant government authorities before engaging in any commercial internet information services operations in China. Internet information services operators operating non-commercial internet information services are required to complete the relevant filing procedures.
In addition, internet information service providers are required to monitor their websites to ensure that they do not contain content prohibited by law or regulation. The PRC government may require corrective actions to address non-compliance by ICP license holders or revoke their ICP license for serious violations. Furthermore, the Notice of the Ministry of Industry and Information Technology on Regulating the Use of Domain Names in Internet Information Services, effective January 1, 2018, requires internet information service providers to register and own the domain names they use in providing internet information services. Each of Shenzhen Lufax Internet Information Service Co., Ltd and Chongqing Financial Assets Exchange Limited, a subsidiary of the consolidated affiliated entities, currently holds a ICP license.
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Regulations on Mobile Internet Application Information Services
On June 28, 2016, the Cyberspace Administration of China issued the Administrative Provisions on Mobile Internet Application Information Services, which was amended on June 14, 2022 and became effective on August 1, 2022. The amended provisions clarify the requirements in relation to the provision of application information services and application distribution services in China. The amended provisions also outline the requirements for application providers, which include, among others, (i) verifying user identity information; (ii) obtaining an internet news and information services license or other administrative licenses for information services; and (iii) establishing a mechanism for examining the content of the information. In particular, the amended provisions stipulate the obligations in relation to cyber security, data security and personal information protection, emphasizing the necessity for personal information collection and the fact that users shall not be denied the use of the basic function services of certain applications merely on account of their refusal to provide unnecessary personal information. The amended provisions also set out the requirements for application distribution platforms, which include, among others, (i) filing the required information with the local network information administration authority within 30 days from the time the platform has become operational; and (ii) establishing classification management systems. If the applications violate the amended provisions, relevant laws and regulations, and service agreements, the application distribution platform shall take such measures as giving warnings, suspension of services, removal of the application from the platform, etc. It shall also keep relevant records and report the breach to competent authorities.
Under the Interim Provisions on the Administration of Pre-Installation and Distribution of Applications for Mobile Smart Terminals, which took effect on July 1, 2017, the internet information service provider is also required to ensure that an app, as well as its ancillary resource files, configuration files and user data, can be conveniently uninstalled by its users, unless it is a basic function software (i.e., software that supports the normal functioning of hardware and operating system of a mobile smart device).
The Ministry of Industry and Information Technology issued the Notice on the Further Special Rectification of Apps Infringing upon Users’ Personal Rights and Interests, or the Further Rectification Notice, on July 22, 2020. The notice requires that certain conducts of app service providers should be inspected, including, among others (i) collecting personal information without the user’s consent, collecting or using personal information beyond the necessary scope of providing services, and forcing users to receive advertisements; (ii) requesting user’s permission in a compulsory and frequent manner, or frequently launching third-parties apps; and (iii) deceiving and misleading users into downloading apps or providing personal information. The notice also set forth that the period for the regulatory specific inspection on apps and that the Ministry of Industry and Information Technology will order the non-compliant entities to modify their business within five business days, or otherwise to make public announcement to remove the apps from the app stores and impose other administrative penalties.
Regulations Relating to Retail Credit Enablement
Regulations on Loans
The PRC Civil Code, which was adopted effective January 1, 2021, requires that the interest rates charged under a loan agreement must not violate applicable provisions of the PRC laws and regulations. The Civil Code also provides that the interest shall not be deducted from the principal of the loan in advance, and if the interest is deducted from the principal in advance, the loan shall be repaid and the interest shall be calculated based on the actual loan amount.
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The Interim Measures for the Administration of Private Loans, which were issued by the China Banking Regulatory Commission on February 12, 2010, provide that lenders shall not issue private loans without specified purposes. In addition, lenders shall only entrust certain part of loan investigation to qualified third-party companies and shall not entrust the whole process of loan investigation to third-party companies.
The Provisions on Several Issues Concerning Laws Applicable to Trials of Private Lending Cases issued by the Supreme People’s Court in August 2015, provided that agreements between lenders and borrowers on loans with interest rates no higher than 24% per annum are valid and enforceable. As to the loans with interest rates per annum between 24% (exclusive) and 36% (inclusive), if the interest on the loans has already been paid to the lender, and so long as such payment has not damaged the interest of the state, the community and any third parties, the courts will turn down the borrower’s request to demand the return of the excess interest payment. If the annual interest rate of a private loan is higher than 36%, the agreement on the excess part of the interest is invalid, and if the borrower requests the lender to return the part of interest exceeding 36% of the annual interest that has been paid, the courts will support such requests. In addition, on August 4, 2017, the Supreme People’s Court issued the Several Opinions on Further Strengthening the Judicial Work in the Finance Sector, which provided that (i) if the total amount of interest, compounded interest, default interest and other fees charged by a lender under a loan contract substantially exceeds the actual loss of such lender, the request by the debtor under such loan contract to reduce or to adjust the part of the aforementioned fees exceeding the amount accrued at an annual rate of 24% will be upheld; and (ii) in the context of peer-to-peer lending disputes, if the online lending information intermediaries and lenders circumvent the statutory limit of the interest rate by charging intermediary fees, such fees shall be deemed invalid.
On July 22, 2020, the Supreme People’s Court and the National Development and Reform Commission jointly released the Opinions on Providing Judicial Services and Safeguards for Accelerating the Improvement of the Socialist Market Economic System for the New Era. The Opinions set out that if the interest and fees, including compound interest, penalty interest and liquid damages, claimed by one party to the loan contract exceed the upper limit under judicial protection, the claim will not be supported by the court, and if the parties to the loan disguise the financing cost in an attempt to circumvent the upper limit, the rights and obligations of all parties to the loan will be determined by the actual loan relationship.
The Supreme People’s Court amended the Provisions of the Supreme People’s Court on Several Issues Concerning the Application of Law in the Trial of Private Lending Cases on August 20, 2020, and then again on January 1, 2021. Under these amendments, if the service fees or other fees that we charge are deemed to be loan interest or fees related to loans (inclusive of any default rate and default penalty and any other fee), then in the event that the sum of the annualized interest that lenders charge and fees we and our business partners charge exceed four times the one-year Loan Prime Rate at the time of the establishment of the agreement, the borrower may refuse to pay the portion that exceeds the limit. In that case, PRC courts will not uphold our request to demand the payment of fees that exceed the limit from the borrower. If the borrower has already paid the fees that exceed the limit, the borrower may request that we refund the portion exceeding the limit and the PRC courts may uphold such requests. The aforementioned one-year Loan Prime Rate refers to the one-year loan market quoted interest rate issued by the National Bank Interbank Funding Center. These new limits replace the upper limits on interest rates of 24% and 36% described above. Moreover, if the lender and the borrower agree on both the overdue interest rate and the liquidated damages or other fees, the lender may choose to claim any or all of them, but the portion of the total exceeding the limit shall not be supported by the people’s court. The new limits apply to new first-instance cases of private lending disputes accepted by the people’s court after August 20, 2020. As to the cases in which the loan contract was established before August 20, 2020, if the lender requests that the court apply the old limits of 24% and 36% for calculating the loan interest accrued from the establishment of the loan contracts up to August 19, 2020, such request will be supported by the court, but the loan interest accrued from August 20, 2020 to the date of the loan repayment shall be calculated by applying the new limit of four times the one-year Loan Prime Rate at the time of the filing of the lawsuit. On December 29, 2020, the Supreme People’s Court also issued the Reply Regarding the Scope of Application of the New Private Lending Judicial Interpretation, which provides that the two amendments are not applicable to disputes arising from the relevant financial business of microloan companies, financing guarantee companies, and five other types of local financial organizations which are regulated by local financial authorities.
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The Notice on Regulating and Cleaning up the Cash Loan Business, or Circular 141, introduces the regulation guidance on cash loan businesses, including online micro-lending companies, peer-to-peer lending platforms and banking financial institutions. According to Circular 141, activities relating to offerings of cash loans are subject to regulatory inspections and rectifications to prohibit excessive lending and repeated grant of credits to individual borrowers, collection of abnormally high interest rates, and violations against privacy protection. Circular 141 provides further requirements regarding banking financial institution’s participation in cash loan businesses, including the qualifications of the third party institutions cooperating with banking financial institutions, each party’s responsibilities in the cooperation and the fee charging arrangement. Circular 141 also provides that institutions or third-party agencies shall not conduct loan collection by means of violence, intimidation, insult, defamation, harassment or other illegal methods. In case of violation, the relevant authorities, depending on the severity of the circumstances, may suspend such entity’s business, order rectification, reprimand such entity, reject its filing procedures, or terminate its business qualification. In addition, the relevant authority may order any website or platform operator to suspend its business, if such website or platform operator helped the entity to conduct business in violation of laws or regulations.
The Supreme People’s Court, the Supreme People’s Procuratorate, the Ministry of Public Security and the Ministry of Justice jointly issued the Notice on Promulgating the Opinions on Several Issues concerning the Handling of Criminal Cases of Illegal Lending on July 23, 2019, which came into effect on October 21, 2019. It clarifies the standards for the determination of whether the illegal lending activity constitutes the crime of illegal business operations. It provides that it will be convicted of the crime of illegal business operations and punished in accordance with Item 4 of Article 225 of the Criminal Law, if it meets all of the following criteria: (i) without the approval of the regulatory authorities or beyond the business scope, for the purpose of making profits, frequently granting loans to non-specific objects of the society which disturbs the order of the financial market, (ii) having been deemed as a “serious circumstance.” “Frequently granting loans to non-specific objects of the society” shall refer to lending to non-specific several persons (including entities and individuals) in the name of loans or in any other name for more than 10 times within two years. If the repayment period is extended after the maturity of the loan, the number of times the loan is granted shall be counted as once.
On July 12, 2020, the Interim Measures for the Administration of Online Loans by Commercial Banks came into effect. While they apply to commercial banks and by analogy to consumer finance companies and auto finance companies directly, they also require them to strengthen loan cooperation management, which would affect the institutions cooperating with them to develop internet loan businesses, and their existing business models. Pursuant to these interim measures, commercial banks shall evaluate their cooperation agencies and implement list management. Commercial banks shall not accept direct and disguised credit enhancement services from unqualified cooperation agencies. The interim measures also provide that, except for cooperating institutions that jointly provide loans, commercial banks shall not entrust the cooperating institutions to perform key operations, such as loan issuance, loan principal and interest recovery, and stopping of loan payment. Pursuant to the interim measures, commercial banks shall independently carry out risk assessment and credit approval for the loans they fund, and take primary responsibility for post-loan management. Commercial banks shall not entrust third-party institutions with records of violent collection or other illegal records to collect loans. The China Banking and Insurance Regulatory Commission and its local branches shall evaluate the reports and relevant materials submitted by commercial banks, and key assessment factors include independent control of credit approval procedures, contract signing and other core risk management procedures of commercial banks.
On February 19, 2021, the China Banking and Insurance Regulatory Commission further issued the Notice of Further Regulating Online Loan Business of Commercial Banks, also known as Circular 24, supplementary to the Interim Measures for the Administration of Online Loans by Commercial Banks. Circular 24 reiterates that the commercial banks shall independently carry out the risk management of online loans and are forbidden from outsourcing the key procedures of loan management. In addition, the Circular 24 provides that, when a commercial bank and its joint lending partner jointly contribute funds to issue online loans, the funding contribution percentage of its joint lending partner shall not be less than 30%; a bank’s proprietary loan balance under the joint lending partnership with a single partner should be no higher than 25% of its net tier-1 capital, and its proprietary loan balance under the joint lending partnership with all partners should not exceed 50% of its total outstanding loans. Moreover, regional commercial banks are prohibited from engaging in an online loan business outside the region of their registration (“cross-regional operations”). In addition, under Circular 24, the China Banking and Insurance Regulatory Commission and its local offices shall, under the principle of “one policy for one bank and smooth transition,” urge commercial banks to rectify their non-compliant online loan business. The China Banking and Insurance Regulatory Commission and its local offices may, at their discretion, impose more stringent regulatory requirements for the fund contribution percentage of joint lending partners, concentration level of joint-lending partners and total amount limit of online loans under the joint-lending model on the basis of the provisions captioned aforehand under Circular 24. Finally, it is also provided that Circular 24 will also apply by analogy to branches of foreign banks, trusts, consumer finance companies and auto finance companies. Circular 24 clarified that the requirements on the fund contribution percentage of a joint lending partner and the restraints for regional commercial banks from cross-regional operations to enact from January 1, 2022. Any legacy businesses shall be settled naturally.
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On July 12, 2022, the China Banking and Insurance Regulatory Commission issued the Notice of Strengthening the Administration of the Internet Loan Business of Commercial Banks and Improving the Quality and Efficiency of Financial Services, which further requires commercial banks to strengthen their risk control and regulate the cooperation with third-party institutions in online loan business, including: (i) commercial banks shall enter into separate cooperation agreements in respect of joint capital contribution, information technology cooperation and other business cooperation, respectively, for clarifying rights and responsibilities of each party; (ii) commercial banks shall fulfill the primary responsibility in respect of loan administration. If internet loans involve cooperation with cooperative institutions in, for example, marketing, payment and settlement, and information technology, commercial banks shall strengthen the management of core risk control links, and shall not lower risk control standards due to business cooperation; (iii) commercial banks shall strengthen information and data management, and the written agreements signed by a commercial bank with a cooperative institution shall clearly specify the specific requirements for submission of relevant information. This notice provides a transitional period for the existing online loan business of commercial banks until June 30, 2023. These rules also apply to branches of foreign banks, trusts, consumer finance companies and auto finance companies.
Regulations on Financing Guarantee Companies
The Tentative Measures for the Administration of Financing Guarantee Companies were jointly promulgated by the China Banking Regulatory Commission, the National Development and Reform Commission, the Ministry of Industry and Information Technology, the Ministry of Finance, the Ministry of Commerce, the People’s Bank of China, and the State Administration for Market Regulation on March 8, 2010, which stipulates the registered capital, business scope, operating rules, risk control and supervision of financing guarantee companies, and also require that (i) the outstanding balance of financing guarantee liabilities of a financing guarantee company shall not exceed 10 times of that company’s net assets, though the upper limit can be raised to 15 times for a financing guarantee company that mainly provides services to small and micro enterprises, the agriculture sector, rural villages and farmers, (ii) the balance amount of outstanding guarantee liabilities of a financing guarantee company for a single guaranteed party shall not exceed 10% of that company’s net assets, and (iii) the balance amount of outstanding guarantee liabilities of a financing guarantee company for a single guaranteed party and its affiliated parties shall not exceed 15% of that company’s net assets. On November 25, 2010, China Banking Regulatory Commission issued the Notice on Issuing the Guidelines for the Corporate Governance of Financing Guarantee Companies, which was the basis for the Supervision and evaluation of the corporate governance of financing guarantee companies. According to the Notice, the directors, supervisors and senior managers of financing guarantee companies shall have the risk awareness of prudent operation, corresponding business skills and practical experiences. The State Council released the Regulation on Financing Guarantee Companies, effective October 1, 2017, to further clarify various regulatory indicators. “Financing guarantee” shall refer to the activities where a guarantor provides a guarantee for debt financing such as borrowings or debentures of a debtor. The regulatory authorities determined by the provincial level of governments shall be responsible for the supervision and administration of financing guarantee companies of its region. The establishment of a financing guarantee company shall be subject to the approval of the regulatory department and certain conditions. According to such regulation, any entity without a qualified license to engage in the financing guarantee business will be ordered to suspend its operations and be subject to a fine between RMB0.5 million and RMB1.0 million, and its relevant illegal income will be confiscated accordingly. In addition, if the outstanding balance of financing guarantee liabilities of the financing guarantee company does not meet the requirements pursuant to the aforementioned rules, it will be ordered to make timely rectification. If the company fails to make rectification in a timely manner, a fine of between RMB100,000 and RMB500,000 will be imposed, and the illegal income will be confiscated. Such a company may be ordered to suspend its business for rectification, and, under serious circumstances, its license for financing guarantee business may be revoked.
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The Notice on Issuing Four Supporting Systems for the Regulations on the Supervision and Administration of Financing Guarantee Companies, or the Four Supporting Systems, was jointly promulgated by the China Banking and Insurance Regulatory Commission, the National Development and Reform Commission, the Ministry of Industry and Information Technology, the Ministry of Finance, the Ministry of Agriculture and Rural Affairs, the People’s Bank of China and the State Administration for Market Regulation on April 2, 2018 and amended on June 21, 2021, which includes the Administrative Measures on Financing Guarantee Business Permits, the Measures on the Measurement of the Balance of Financing Guarantee Liability, the Administrative Measures on the Asset Proportions of Financing Guarantee Companies and the Guidelines for Business Cooperation between Banking Financial Institutions and Financing Guarantee Companies. The Administrative Measures on Financing Guarantee Business Permits clarify the definition of the operating license of financing guarantee business, the conditions and procedures for the issuance, renewal, revocation or cancelation of the operating license of financing guarantee business, and the information to be specified and recorded on the license. The Measures on the Measurement of the Balance of Financing Guarantee Liability provide the definition of the balance of financing guarantee liability and certain upper limits for the scale of loan guarantee business or the balance of financing guarantee liabilities for the relevant financing guarantee company. The Administration Measures on the Asset Proportions of Financing Guarantee Companies categorize the main assets of financing guarantee companies into three levels and set up specific requirements for each level. Among other things, the sum of the Level I and Level II financial assets of a financing guarantee company is required to be no less than 70% of such financing guarantee company’s total assets less qualified receivables. The ratio for Ping An Puhui Financing Guarantee Co., Ltd was 73.7% as of December 31, 2022. The Guidelines for Business Cooperation between Banking Financial Institutions and Financing Guarantee Companies require that, neither the bank nor the guarantee company may collect any fees, other than the fees as stated in the cooperation agreement or the guarantee contract, for any reason or in any form during their cooperation. Furthermore, banks and guarantee companies may separately accept clients’ applications and recommend clients to each other.
On October 9, 2019, the Notice on the Promulgation of Supplementary Provisions on the Supervision and Administration of Financing Guarantee Companies was jointly promulgated by the China Banking and Insurance Regulatory Commission, the National Development and Reform Commission, the Ministry of Industry and Information Technology, the Ministry of Finance, the Ministry of Commerce, the People’s Bank of China, the Ministry of Housing and Urban-Rural Development, the Ministry of Agriculture and Rural Affairs, and the State Administration for Market Regulation, which was amended on June 21, 2021. This notice requires that all local regulatory authorities shall conduct a comprehensive investigation to supervise if the entities engaging in financing guarantee businesses have been licensed or not. For companies engaging in financing guarantee business without the financing guarantee business operation license, the relevant authority may order them to close down the relevant financing guarantee business.
On July 14, 2020, the Guidelines for Off-site Supervision of Financing Guarantee Companies was issued by the China Banking and Insurance Regulatory Commission, effective on September 1, 2020, which provide the guidelines for the competent regulatory authorities to continuously analyze and evaluate the risk of financing guarantee companies and the financing guarantee industry, by way of collecting report data and other internal and external data of the financing guarantee companies and carrying out corresponding measures.
On December 31, 2021, the People’s Bank of China published the Regulations on the Local Financial Supervision and Administration (Draft for Comments), which requires that, among others, (i) six types of financial organizations, including financing guarantee companies, are deemed as local financial organizations, and the incorporation of local financial organizations should be approved by the competent provincial regulatory authorities before they apply for the business licenses, (ii) local financial organizations are required to operate their business within the area approved by the competent provincial regulatory authorities and are not allowed to conduct business across provinces in principle, and (iii) the rules for cross-province business carried out by local financial organizations should be formulated by the State Council or by the financial regulatory department of the State Council as authorized by the State Council. The financial regulatory department of the State Council will specify a transition period for local financial organizations that have carried out businesses across provinces to maintain compliance. Notwithstanding the foregoing, pursuant to the currently effective Regulations on Financing Guarantee Companies, a financing guarantee company may establish a branch to conduct financing guarantee business outside the province where it is domiciled with a prior approval from the regulatory department where the branch is located.
Ping An Puhui Financing Guarantee Co., Ltd., one of our subsidiaries registered in Jiangsu Province, holds a financing guarantee business permit issued by Jiangsu Provincial Bureau of Local Financial Supervision and Administration in May 2022 and has been approved by Jiangsu Provincial Bureau of Local Financial Supervision and Administration in October 2022 to absorb our financing guarantee subsidiary in Tianjin City, Pingan Financing Guarantee (Tianjin) Co., Ltd.. As of the date of this annual report, this absorption has completed.
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Regulations on Credit Guarantee Insurance
The Interim Measures for Regulating the Credit Guarantee Insurance were issued by the China Insurance Regulatory Commission, one of the predecessors of the China Banking and Insurance Regulatory Commission, on July 11, 2017 to regulate the business operations of credit guarantee insurance. It was repealed by the Measures for Regulating the Credit Insurance and Guaranty Insurance issued by the China Banking and Insurance Regulatory Commission on May 8, 2020. Pursuant to these measures, “financial credit guarantee business” refers to the credit guarantee business in which insurance companies provide insurance protection for the performance of credit risks of financing contracts such as borrowing and financing leases. Insurance companies shall not outsource credit risk review and credit management businesses to third-party partners, and shall not underwrite financial credit guarantee business in which the interest rates of loans exceed the regulatory upper limit. Insurance companies shall strengthen the supervision and management of the operation activities of cooperative institutions, head offices shall formulate a unified template for cooperation agreements to clarify the rights and obligations of both parties, and insurance companies shall make clear requirements in terms of access, evaluation, withdrawal, and complaints according to the characteristics and risks of different cooperative institutions. The Notice of the General Office of China Banking and Insurance Regulatory Commission on Relevant Issues Concerning Further Strengthening and Improving the Product Supervision of Property Insurance Companies, effective from March 1, 2020, stipulates that the credit insurance and guarantee insurance products over one year are required to complete the record-filing instead of the approval procedure.
On September 14, 2020, the China Banking and Insurance Regulatory Commission issued the Notice of Guidelines for Pre-guarantee Management and Post-guarantee Management of Financing Credit Insurance Business, which provides that insurance companies shall conduct risk supervision on cooperative institutions when they engage in a credit insurance marketing business through such cooperative institutions. If cooperative institutions induce the borrowers to change the purpose of loans, conceal the use of capital, guide customers to make malicious complaints, or conduct false promotion for expanding insurance liability, the insurance companies shall promptly impose punishment measures on such cooperative institutions according to their cooperative agreements and the requirements under the cooperative management system.
Regulations Relating to Consumer Finance Companies
The Administrative Measures for the Pilot Scheme of Consumer Finance Companies, issued by the China Banking Regulatory Commission in 2013 and effective on January 1, 2014, stipulates the conditions for the investor of the consumer finance company, its business scope, and operating rules. The Measures for the Implementation of Administrative Licensing Matters for Non-Banking Financial Institutions, issued in 2015 and was amended on March 23, 2020, further stipulates the establishment of shareholder qualifications and other matters.
With the approval of the China Banking and Insurance Regulatory Commission, which is the successor to the China Banking Regulatory Commission, consumer finance companies may conduct some or all of the following Renminbi-denominated businesses: (i) disbursement of consumer loans to individuals; (ii) acceptance of deposits from a shareholder’s domestic subsidiary in China and domestic shareholders in China; (iii) taking loans from financial institutions in China; (iv) issuance of financial bonds upon approval; (v) interbank borrowings in China; (vi) advisory and agency businesses related to consumer finance; (vii) sale of insurance products relating to consumer loans in the capacity of an agent; (viii) investments in fixed-returns securities; and any other businesses approved by the China Banking and Insurance Regulatory Commission. The establishment, change, termination of a consumer finance company, and administrative licensing procedures for approval of appointment qualifications of directors and senior management personnel shall comply with the relevant provisions of the China Banking and Insurance Regulatory Commission.
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On December 30, 2020, the China Banking and Insurance Regulatory Commission promulgated the Measures for the Regulatory Rating of Consumer Finance Companies (for Trial Implementation), which provides the overall arrangements for the regulatory rating of consumer finance companies. Specifically, the measures set forth five rating elements for consumer finance companies which include corporate governance and internal control, capital management, risk management, professional service quality and information technology management. The results of the regulatory rating will serve as an important basis for regulatory authorities in assessing the operation, risk profile and risk management capability of consumer finance companies as well as in formulating regulatory plans, allocating regulatory resources, and taking regulatory measures. The results will also be used as reference factors for market entry of consumer finance companies.
Regulations Relating to Microloan Companies
Pursuant to the Guiding Opinions on the Pilot Operation of Microloan Companies, which were jointly promulgated by the China Banking Regulatory Commission and the People’s Bank of China on May 4, 2008, if a provincial government determines a competent department to be responsible for the supervision and administration of microloan companies and the regulation of risks associated with microloan companies, such provincial government may carry out the pilot operation of microloan companies within such province. The Guiding Opinions on the Pilot Operation of Microloan Companies further provided that when granting loans, microloan companies are required to adhere to the principle of “small sum and decentralization.” The balance of loans granted by a microloan company to a same borrower cannot exceed 5% of the net capital of the company. Microloan companies are required to operate on the market-oriented principle. The loan interest ceiling is floating but cannot exceed the ceiling prescribed by the judicatory authority, and the loan interest floor is required to be 0.9 times the loan base interest rate published by the People’s Bank of China. The specific floating range is required to be determined independently according to the market principles.
On November 21, 2017, the Office of the Leading Group of Special Rectification of Internet Financial Risks issued the Notice on the Immediate Suspension of Approvals for the Establishment of Online Microloan Companies, which provides that the regulatory authorities for microloan companies shall not grant any approval of establishment of online microloan companies, or grant any approval for existed microloan companies to conducting business across the provinces.
Circular 141 requires the relevant regulatory authorities to suspend the approval of the establishment of online microloan companies and the approval of any microloan business across provinces. Circular 141 also specifies that online microloan companies shall not provide campus loans, shall suspend the funding of online microloans with no specific scenario or no designated purpose, and gradually reduce the outstanding amount of such loans and take rectification measures. Furthermore, according to Circular 141, microloan companies that have exceeded the required threshold of certain caps or ratios shall stipulate plans to reduce the business scale and comply with the threshold within a time limitation. In case of violation, the relevant authorities, depending on the severity of the circumstances, may suspend such microloan company’s business, order rectification, reprimand such company, reject its filing procedures, or terminate its business qualification. In addition, the relevant authority may order any website or platform operator to suspend its business, if such website or platform operator helped the entity to conduct business in violation of laws or regulations.
The Notice on Specific Rectification Implementation Measures for Risk of Online Microloan Businesses of Microloan Companies, or Circular 56, which was issued on December 8, 2017, defines “online microloans” as microloans provided through the internet by online microloan companies controlled by internet companies. The features of online microloans include borrower acquisition, credit assessment based on the online information collected from business operation and internet consumption, as well as loan application, approval and funding made through online procedures. It aims to investigate the legal compliance of microloan business carried out by microloan companies through the internet, and focus on remediation of microloan companies without the qualification of online lending operation or lending business. There are 11 key areas of investigation and renovation: (i) strict management of the authority of examination and approval; (ii) re-examination of the online microloan management qualifications; (iii) equity management; (iv) on-balance sheet financing; (v) asset securitization and other financing; (vi) integrated actual interest rate; (vii) the behavior of loan management and collection; (viii) the scope of the loan; (ix) business cooperation; (x) information security; and (xi) illegal operation.
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In addition, consistent with the Guidance on the Guiding Opinions on the Pilot Operation of Microloan Companies and Circular 141, Circular 56 emphasize several aspects where inspection and rectification measures must be carried out for the online microloans industry, which include (i) the microloan companies shall be approved by the local authorities in accordance with the applicable regulations promulgated by the State Council, and the approved online microloan companies in violation of any regulatory requirements shall be re-examined; (ii) qualification requirements to conduct online microloan business (including the qualification of shareholders, sources of borrowers, internet scenario and the digital risk-management technology); (iii) whether the “integrated actual interest rate” (namely the ratio of the aggregated borrowing costs charged to borrowers in the form of interest and various fees to the principal of loans) are annualized and subject to the limit on interest rate of private lending set forth in the private lending judicial interpretations issued by the Supreme People’s Court and, whether any interest, handling fee, management fee or deposit are deducted from the principal of loans provided to the borrowers in advance; (iv) whether microloan companies cooperate with internet platforms without relevant website registration or telecommunication business license to offer microloans and whether microloan companies cooperate with institutions with no lending qualification to offer loans or provide funds to such institutions for them to offer loans, and with respect to the loan business conducted in cooperation with third-party institutions, whether the online microloan companies outsource their core business (including the credit assessment and risk control), or accept any credit enhancement services provided by any third-party institutions with no guarantee qualification; or whether any applicable third-party institution collects any interest or fees from the borrowers; and (v) whether entities that conduct online microloans business have obtained relevant approval or license for lending business. It also sets forth that all related institutions shall be subject to inspection and investigation before the end of January 2018. Depending on the results, different measures will be taken on the institutions that need rectification before the end of March 2018, including: (i) for institutions that hold online microloan licenses but do not meet the qualification requirements to conduct online microloan business, their online microloan licenses shall be revoked and such institutions will be prohibited from conducting loan business outside the administrative jurisdiction of their respective approved authorities; and (ii) for institutions holding online microloan licenses that meet the qualification requirements to conduct online microloan business but were found not in compliance with other requirements, such as the requirements on the integrated actual interest rate, the scope of loans and cooperation with third-party institutions, such institutions shall take rectification measures within a certain period specified by the local authorities, and in the event that the rectification measures do not meet the local authorities’ requirements, such institutions shall be subject to several sanctions, including revocation of their online microloan licenses and to cease their business operations.
On September 7, 2020, the China Banking and Insurance Regulatory Commission issued the Notice on Strengthening the Supervision and Management of Microloan Companies, or Circular 86. Circular 86 aims to regulate the operation of microloan companies, prevent and resolve relevant risks, promote the healthy growth of the microloan industry. Circular 86 stipulates the following requirements with respect to the microloan companies, including without limitation: (i) the financing balance of the microloan company funding by bank loans, shareholder loans and other nonstandard financing instruments shall not exceed such company’s net assets; (ii) the financing balance of the microloan company funding by issuance of bonds, asset securitization products and other instruments of standardized debt assets shall not exceed four times of its net assets; (iii) the balance of loans offered to one borrower shall not exceed 10% of the net assets of the microloan company, and the balance of loans offered to one borrower and such borrower’s related parties shall not exceed 15% of the net assets of the microloan company; (iv) microloan companies are prohibited from upfront deduction of interest, commission fees, management fees or deposits from the principal of the loans before they are released to the borrowers, and if microloan companies has deducted any upfront fees in violation of rules and regulations, the borrower will only need to repay the actual loan amount after the exclusion of the interest and fees deducted, and the loan’s interest rate shall be calculated accordingly; (v) microloan companies shall conduct business in the administrative area at the county level where the company is domiciled in principle, except as otherwise provided for the operation of online microloan business; and (vi) the microloan companies and third-party loan collection agencies entrusted shall not collect loans by violence, threats of violence, or other ways that intentionally cause harm, infringe personal freedom, illegally occupy property, or interfere with day-to-day life through insulting, slandering, harassing, or disseminating private personal information, or other illegal methods. The local financial regulatory authorities may further lower the ratio caps in (i) and (ii) in accordance with regulatory requirements.
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On November 2, 2020, the China Banking and Insurance Regulatory Commission, the People’s Bank of China and other regulatory authorities released a consultation draft of the Interim Measures for the Administration of Online Microloan Business, which states that a microloan company must obtain the official approval of the China Banking and Insurance Regulatory Commission to conduct an online micro lending businesses outside the province where it is registered. In addition, the draft provides the statutory qualified requirements for an online microloan company, covering such things as registered capital, controlling shareholders, and use of the internet platform to engage in an online microloan business.
We used to have three microloan subsidiaries to provide loans in a small number of cases from our own funds. In response to the above consultation draft, we have ceased to use our microloan subsidiaries to fund any new loans since December 2020.
We had canceled the microloan business license held by our Shenzhen and Hunan microloan subsidiaries in May 2022 and April 2022, respectively, and we completed the de-registration of our Hunan microloan subsidiary at local Administration of Market Regulation in December 2022. Shenzhen microloan subsidiary is currently in the process of de-registration, which is estimated to be completed by the end of April 2023. We have also applied and obtained approval from competent authority regarding cancelation of the online loan business permit held by our remaining Chongqing microloan subsidiary on June 30, 2022. As a result, we do not conduct any online microloan business as of the date of this annual report. Furthermore, the above Interim Measures for the Administration of Online Microloan Business will not apply to our current business even if it is formally promulgated.
The principal laws governing Chongqing microloan companies are (i) the Interim Measures for the Administration of Pilot Operation of Chongqing Microloan Companies, effective August 1, 2008, (ii) the Notice on Adjustment of Provisional Measures for the Pilot Management of Microfinance Companies in Chongqing, which modified the foresaid measure and became effective on April 27, 2009, and (iii) the Supervision Guidelines on the Internet Loan Business of Chongqing Microloan Companies (Trial), issued on December 25, 2015. The Chongqing Municipal Finance Office is responsible for the examination and approval of microloan companies in Chongqing. Upon approval, microloan companies may conduct the following businesses: granting loans; discounted note business; and asset transfer. The balance of loans to the same borrower shall not exceed 10% of the net capital of the microloan company, and the upper limit of the balance for the borrower which is the group enterprise is 15% of the net capital of the microloan company. The upper limit of the loan interest rate is 4 times the benchmark interest rate of loans announced by the People’s Bank of China, and the lower limit is 0.9 times the benchmark interest rate of loans announced by the People’s Bank of China. Furthermore, the Notice on Adjustment of Provisional Measures for the Pilot Management of Microfinance Companies in Chongqing releases the restrictions on certain shareholder requirements for microloan companies. According to the Interim Measures for the Financing Supervision of Chongqing Microloan Companies, issued on June 4, 2012, the financing balance of a microloan company in Chongqing shall not exceed 230% of its net capital.
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Regulations Relating to Internet Finance
On July 18, 2015, ten PRC regulatory agencies, including the People’s Bank of China, the Ministry of Industry and Information Technology, the China Banking Regulatory Commission, and other relevant government authorities, promulgated the Guidelines on Promoting the Sound Development of Internet Finance, or the Internet Finance Guidelines. The Internet Finance Guidelines define the internet finance as a new financial business model whereby traditional financial institutions and internet enterprises use internet technology and information and communications technology to provide loans, payments, investments and information intermediary services.
On April 12, 2016, the General Office of the PRC State Council issued the Implementing Proposal for the Special Rectification of Internet Financial Risk, which emphasizes the goal to ensure legitimacy and compliance of the internet finance service industry and specifies the rectification measures for non-compliance regarding the operations of internet finance business and by institutions engaged in the internet finance business.
On April 14, 2016, the Promulgation of Implementation Plan for the Special Rectification regarding Risks of Online Asset Management and Cross-Boundary Financial Business was jointly issued by the People’s Bank of China, the China Insurance Regulatory Commission, the CSRC and other authorities. It provides that any internet company conducting asset management business shall be ordered by the competent authority to rectify, if any of the following issues occur: (i) the licensed financial institutions entrusting internet companies without the license for sale of financial products to sell them; (ii) the internet companies without any asset management business qualifications, conducting online asset management business; or (iii) the internet companies without any financial licenses, conducting cross-border online financial activities (except for the peer-to-peer, equity crowdfunding, internet insurance, third-party payment, asset management business).
On June 30, 2017, the Office of the Leading Group of Special Rectification of Internet Financial Risks issued the Notice on the Clean-up and Reorganization of Illegal Business in Cooperation with Internet Platforms and Various Trading Venues, which stipulates that the supervision of the internet platform and trading venues shall order internet platforms within the jurisdiction to stop illegal business before July 15, 2017 and properly resolve any illegal stock business.
The Office of the Leading Group of Special Rectification of Internet Financial Risks issued the Notice on Intensifying the Corrective Action on Asset Management Business through the Internet and Conducting Acceptance Work on March 28, 2018, or Circular 29. Under Circular 29, non-financial institutions are not allowed to issue or sell asset management products, except as otherwise stipulated. An asset management business conducted through the internet is subject to the oversight of financial regulatory authorities and the relevant licensing requirements. Any public issuance or sale of asset management products through the internet would be deemed as a financing business and the relevant asset management approvals, licenses or permits are required to conduct such business. Any entities, including internet asset management platforms, are not allowed to publicly raise funds through “targeted commissioning plans,” “targeted-source financing plans,” “wealth management plans,” “asset management plans,” “transfers of right of earnings” or similar products, or to act as an agent for any type of trading exchanges to sell asset management products without permission.
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Regulations Relating to Wealth Management Business
The People’s Bank of China, the CSRC, the China Banking and Insurance Regulatory Commission and the State Administration of Foreign Exchange issued the Guidelines on Asset Management Business of Financial Institutions on April 27, 2018. The new asset management guidelines stipulate that financial institutions shall independently manage an asset management product, build separate account books and make separate accounting and also prescribes that financial institutions shall not provide any direct or indirect, explicit or implicit guarantee or repurchase commitment for any non-standardized creditor’s equity or equity asset invested by the asset management products. Furthermore, it proposes the definition and classification of the asset management and asset management products, qualification requirements for non-financial institutions carrying out management, information disclosure and transparency standard, investment scope of asset management products, rigid payment regulatory requirements, unified debt requirements and leverage requirements, eliminating multi-layer nesting and limiting channel services, and intelligent investment advisors.
Further, the new asset management guidelines divide the investors of asset management products into two categories, namely non-specific social public and qualified investors. A qualified investor is a natural person or a legal person who has the corresponding risk identification ability and risk-taking ability, and invests in a single asset management product which is not less than a certain amount and meets the following requirements:
| (1) | the financial assets of the family are not less than RMB5 million, or in the last three years, the average annual income of the family is not less than RMB400,000, and has more than two years of investment experience; |
| (2) | the net assets are not less than RMB10 million at the end of the previous year; |
| (3) | other cases of qualified investors recognized by the financial supervision and administration authorities. |
The amount invested by a qualified investor in a single fixed income product shall be not less than RMB300,000 and the amount invested in a single mixed product shall be not less than RMB400,000. The amount invested in a single equity product, a single commodity and a financial derivative product shall be not less than RMB1 million. If the qualified investors invest in different products at the same time, the amount of the investment is carried out in accordance with the highest standard.
The Notice on Further Regulating Financial Marketing and Publicity Activities was issued jointly by the People’s Bank of China, the China Banking and Insurance Regulatory Commission, the CSRC and the State Administration of Foreign Exchange and came into effect on January 25, 2020. Financial marketing and publicity activities refer to the activities in which business operators of financial products or financial services publicize and promote financial products or financial services with various publicity tools or methods. Entities which have not obtained the corresponding financial business license shall not carry out marketing and publicity activities relating to the financial business. However, the information release platform, media, etc., which have been entrusted by business operators of financial products or financial services that have obtained financial business license, are entitled to carry out financial marketing and publicity activities for them. In the event that a business operator violates the relevant provisions but the circumstance is minor, it may be required to have an interview with the regulatory authority for admonishment and reminding of the risks, and to make corrections within a time limit. In case of failure to make corrections or its activities infringing upon the legitimate rights and interests of financial consumers, the business operator may be ordered to suspend the financial marketing and publicity activities.
On January 13, 2021, the China Banking and Insurance Regulatory Commission and the People’s Bank of China released the Notice on Regulating Personal Deposit Business by Commercial Banks through the Internet, which provides detailed rules for the conduct of a deposit business by commercial banks through the internet and further prohibits commercial banks from conducting a time deposit and time-demand optional deposit business through online platforms that they do not operate themselves, including such services as marketing and promotion, product display, information transmission, access to purchase and interest subsidies.
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Regulations Relating to Fund-Raising
The Measures for the Banning of Illegal Financial Institutions and Illegal Financial Business Operations promulgated by the State Council, which were replaced by the Regulations of Preventing and Handling of Illegal Fund-Raising on May 1, 2021, and the Notice on Relevant Issues Concerning the Penalty on Illegal Fund-Raising, issued by the General Office of the State Council in July 2007, explicitly prohibit illegal public fund-raising. The Supreme People’s Court, the Supreme People’s Procuratorate, and the Ministry of Public Security jointly released the Opinions on Several Issues Concerning Criminal Cases of Illegal Fund Raising on January 30, 2019, to further clarify the issues regarding illegal public fund-raising. Under the Regulations of Preventing and Handling of Illegal Fund-Raising, illegal public fund-raising shall mean the pooling of funds from unspecified natural or legal persons by promising to repay principal and interest or offering other investment returns without the permit of the financial administrative department under the State Council in accordance with law or in violation of financial regulations.
Regulations Relating to Private Investment Funds
The Securities Investment Fund Law of PRC, issued by the Standing Committee of the National People’s Congress in 2003 and last amended on April 24, 2015, governs the administration and supervision of securities investment funds, which includes private investment funds. In addition, private investment funds are regulated by rules and regulations enacted by the CSRC, and the Asset Management Association of China.
The CSRC issued the Interim Measures for the Supervision and Administration of Private Investment Funds on August 21, 2014. Under the Interim Measures, “private investment funds” are investment funds established by raising capitals from qualified investors in a non-public manner within the territory of the PRC. The Interim Measures contains provisions relating to fund manager registration, private fund record keeping and filing requirements, qualified investor systems, regulations on fund raising by private funds, industry self-regulation, and the supervision and administration measures of private investment funds.
As for qualified investor system, qualified investor of a private equity fund means a corporate or individual investor that has the relevant risk identification ability and risk appetite, invests RMB1 million or more in a single private equity fund and comply with the following relevant criteria: (1) being a corporation that has a net asset of not less than RMB10 million; (2) being an individual that has financial assets of not less than RMB3 million or has an average annual income of not less than RMB500,000 for the past three years. The following investors are deemed as qualified investors: (1) the National Social Security Fund, pension funds (such as companies’ annuities) and social welfare funds (such as charity funds); (2) investment scheme established according to the relevant law and registered with the Asset Management Association of China; (3) managers and practitioners of private equity funds who also invest in the private equity funds managed by themselves; and (4) other investors stipulated by the CSRC.
According to the Measures for the Registration of Private Investment Fund Managers and Filling of Private Investment Funds (Trial) issued by the Asset Management Association of China and took effect on February 7, 2014, the Administration Measures for the Fund Raising of Private Investment Funds, effective from July 15, 2016, only two kinds of institutions are qualified to conduct fund raising for private investment funds: (a) private fund managers registered with the Asset Management Association of China (only applicable when raising funds for the funds established and managed by themselves); and (b) fund distributors with a fund distribution license who are Asset Management Association of China members in case of authorization of such private fund managers. In addition, the Measures set forth detailed procedures for fund raising, and require fund management service providers to comply with certain anti-money laundering requirements.
On December 7, 2018, the Asset Management Association of China released the Notice for Private Fund Manager Registration, which set further requirements for the registration and ongoing compliance matters for private fund managers. On December 23, 2019, the Asset Management Association of China issued the Notice Regarding the Filing Procedure for Private Investment Funds, which clarifies the procedural requirements upon the completion of fund raising by private investment funds and specifies the scope of material issues to be filed with the Asset Management Association of China.
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On December 30, 2020, the CSRC released the Regulations on Strengthening the Supervision of Private Equity Investment Funds, which reiterate that private equity funds must be privately raised from qualified investors, further clarify the proper investment requirements for private equity funds, strengthen the regulatory requirements for private equity fund managers and practitioners and other entities, and provide rules regarding connected transactions for private equity funds.
On June 2, 2022, the Asset Management Association of China issued the Notice on Matters Related to the Registration and Filing of Private Equity Fund Managers, which reiterates the requirements on registration and filing materials as stated in the private equity fund manager registration application materials list (2020 Version).
On February 24, 2023, the Asset Management Association of China issued the Measures for the Registration of Private Investment Fund and Record-filing of Funds, which will come into effect on May 1, 2023 and replace the previous the Measures for the Registration of Private Investment Fund Managers and Record-filing of Funds (for Trial Implementation), the Notice for Private Fund Manager Registration and Answers to questions related to the registration and filing of private equity funds (IV), (XIII) and (XIIII). The new measures further standardized and clarified the relevant issues and requirements relating to registration and filing of private equity fund managers, the filing of private equity funds and the submission of private equity fund operation information. The new measures also further improved the standards on the requirement for registration and filing of private equity fund managers, the filing requirements of private equity funds and the operation requirements of private equity fund managers. Under the new measures, private fund managers must meet the paid-in monetary capital of no less than RMB10 million and have no less than five full-time employees at the time of registration. In addition, the new measures provide a transition arrangement in the application of old and new rules.
Regulations Relating to Trading Exchanges
On November 11, 2011, the State Council issued the Decision of the State Council on Sorting Out and Rectifying Various Trading Venues to Effectively Prevent Financial Risks, according to which all the trading exchanges engaging in transactions of property rights, works of culture and art, forward transactions of bulk commodities and other similar transactions, or the trading exchanges with the word “exchange” in their names must report their names to corresponding provincial governments for approval, unless otherwise approved by the State Council or the financial regulatory department under the State Council. The governments at the provincial level supervise the trading exchanges and firms within their jurisdictions, while the State Council supervises the trading exchanges and firms that had received approval for establishment from it.
On July 12, 2012, the general office of the State Council issued the Implementation Opinions on Sorting Out and Rectifying Various Trading Venues to further regulate various trading exchanges established with approval from provincial or other local governments. Each of the provincial governments shall conduct inspection of trading exchanges within its jurisdiction. Exchanges that are not in compliance may be banned from launching new products, be ordered to make rectification or even be shut down. Trading exchanges are prohibited to carry out the following activities: (i) split the equity into equal shares for public offering; (ii) conduct the transaction in a centralized manner; (iii) the rights and interests be continuously listed and traded in accordance with standardized trading units; (iv) the total number of equity holders exceed 200; (v) standardized contract transactions be conducted in a centralized transaction; (vi) trading exchanges be established to engage in insurance, credit, gold and other financial product transactions without the approval of the relevant financial management department of the State Council, and other trading exchanges engage in insurance, credit, or gold financial product transactions.
The Rectification Office of the CSRC issued the Notice of Cleaning Up and Rectifying Trading Exchanges in the Early Stage of “Looking Back” on March 16, 2017, and which emphasized the rules provided by the Decision of the State Council on Sorting Out and Rectifying Various Trading Venues to Effectively Prevent Financial Risks and the Implementation Opinions on Sorting Out and Rectifying Various Trading Venues.
The Opinions on the Proper Disposal of the Problems and Risks Left by Local Trading Exchanges, which were issued by the Inter-Ministerial Joint Meeting on Sorting Out and Rectifying Various Trading Venues on November 1, 2018, further emphasized the requirements and methods to continuously sort out the stock risks properly.
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Regulations Relating to Internet Advertising
The main regulations governing internet advertising include the Advertising Law of the PRC, which was recently amended on April 29, 2021, and the Interim Measures for Administration of Internet Advertising, which were issued by the State Administration for Market Regulation in 2016. Pursuant to these regulations, internet advertisers are responsible for the authenticity of the content of advertisements. The identity, administrative license, cited information and other certificates that advertisers are required to obtain in publishing internet advertisements shall be true and valid. Internet advertisements shall be distinguishable and prominently marked as “advertisements” in order to enable consumers to identify them as advertisements. Publishing and circulating advertisements through the internet shall not affect the normal use of the internet by users. It is not allowed to induce users to click on the content of advertisements by any fraudulent means, or to attach advertisements or advertising links in the emails without permission. The Internet Advertising Measures also impose several restrictions on the forms of advertisements and activities used in advertising. “Internet advertising” refers to commercial advertisements that directly or indirectly promote goods or services through websites, web pages, internet applications or other internet media in various forms, including texts, pictures, audio clips and videos. Furthermore, on February 25, 2023, the State Administration for Market Regulation published the Measures for Administration of Internet Advertising, which will come into effect on May 1, 2023 to replace the Interim Measures for Administration of Internet Advertising. The new measures generally retain the requirements of the interim measures, while incorporating the following major modifications: (i) clarifying the respective responsibilities of advertising publishers, internet information service providers and advertising operators; (ii) introducing rules targeting new types of advertisements including those published through smart home appliances and live webcast; and (iii) further prohibiting disguised publication of advertisements.
On December 31, 2021, the People’s Bank of China, the Ministry of Industry and Information Technology, the China Banking and Insurance Regulatory Commission, the CSRC, the Cyberspace Administration of China, the State Administration of Foreign Exchange and the State Intellectual Property Office jointly issued the Measures for Administration of Online Marketing of Financial Products (Draft for Comments) (the “Draft Online Marketing Measures”), which regulates financial institutions and internet platform operators entrusted by such financial institutions to carry out internet marketing activities of financial products. Pursuant to this draft measures, financial institutions may not entrust any other entities or individuals to carry out internet marketing of financial products unless otherwise provided or authorized by laws and regulations. The draft measures also prohibit third-party online platform operators from participating in the sale of financial products in a disguised way without the approval of financial regulatory authorities, including but not limited to interactive consultation with consumers on financial products, suitability evaluation of consumers of financial products, signing of sale contracts, transfer of funds and participation in the income sharing of financial business by setting various charging mechanisms linked to the loan scale and interest scale. Private equity fund management institutions, credit rating agencies, and local financial organizations approved by local financial regulatory authorities, like our financing guarantee subsidiary shall also apply to this measures by reference when conducting internet marketing activities of financial products as financial institutions.
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Regulations Relating to Blockchain
The Administrative Regulations on Blockchain Information Services, which were issued by the Cyberspace Administration of China and took effect on February 15, 2019, regulates information services provided to the public through internet sites, applications and other means based on blockchain technology or systems. It set forth regulations relating to content security management, record keeping and filing, technical conditions, real identity information authentication, security assessment and information security risks rectification application to blockchain information service providers. Penalties for violating the regulations include warnings, suspension of business, fines, and criminal liability.
According to the Announcement of the Instructions regarding the Safety Assessment Clauses of the Regulations on the Management of Blockchain Information Services issued by the Cyberspace Administration of China on August 9, 2019, enterprises conducting blockchain information services are required to carry out safety assessment measures, such as entrusting qualified assessment agencies to conduct safety assessments or conducting self-assessment of safety risks on blockchain information services, and such enterprises are required to submit the relevant assessment reports to the relevant authorities.
Regulations Relating to the Protection of Consumers Rights and Interests
The Consumers Rights and Interests Protection Law of the PRC, which was released by the Standing Committee of the National People’s Congress last amended on October 25, 2013 and effective on March 15, 2014, provides the general regulatory principles and rules regarding consumers rights and interests protection in the PRC. According to the Consumers Rights and Interests Protection Law of the PRC, business operators should guarantee that the products and services they provide satisfy the requirements for personal or property safety, and provide consumers with authentic information about the quality, function, usage and term of validity of the products or services. Pursuant to the Measures for Penalties for Infringement of Consumer Rights and Interests, which was issued by the State Administration for Market Regulation on March 15, 2015 and amended on October 23, 2020, where business operators use standard terms, notices, statements, shop bulletins, etc. in providing goods or services for consumers, business operators shall not coerce or coerce in disguised forms consumers to purchase and use goods or services provided by them or by their designated operators, and they shall not refuse to provide the corresponding goods or services to consumers who reject their unreasonable conditions, or raise fee rates for such consumers. On November 4, 2015, the General Office of the State Council issued the Guiding Opinions on Strengthening the Protection of Financial Consumers’ Rights and Interests, which stipulated that financial management departments shall, according to the relevant requirements of the state on the development of inclusive finance, expand the coverage of inclusive finance and improve the permeability. Financial institutions shall attach importance to the diversity and difference of the needs of financial consumers, and actively support underdeveloped areas and low-income groups in having access to necessary and timely basic financial products and services.
On November 8, 2019, the Notice of the Supreme People’s Court on Issuing the Minutes of the National Court Work Conference for Civil and Commercial Trials was issued, which provides guidance for the people’s courts at all levels in civil and commercial trials. For the trial of cases involving disputes over protection of financial consumers’ rights and interests, the Minutes emphasize that issuers and sellers of financial products as well as suppliers of financial services shall assume appropriate obligation, which refers to the obligation to know customers and products and to sell or provide appropriate products or services to financial consumers in the process of promoting or selling bank wealth management products, insurance investment products, trust wealth management products, collective wealth management plans of securities companies, shares of leveraged funds, options and other off-exchange derivatives and other high-risk financial products to financial consumers, as well as the obligation to provide services to financial consumers during the process of their participation in high-risk investment activities such as securities margin trading, new third board, growth enterprise board and futures. The Minutes further stipulate the liability where the issuer or seller of a financial product fails to fulfill its suitability obligation, leading to any loss to the financial consumer in the process of purchasing the financial product. In case a financial service supplier fails to perform suitability obligations, causing losses to financial consumers after accepting financial services relating to high-risk level investments, the financial consumer may request the financial service provider to bear compensation liability.
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On September 24, 2019, the China Banking and Insurance Regulatory Commission issued the Notice on Rectification of Banking Institutions and Insurance Institutions regarding the Infringement of the Rights and Interests of Consumers, which stipulated that banking institutions shall not infringe consumers’ freedom of choice by compulsory bundling, and shall not force consumers to buy products and services from their third-party partners, and if insurance institutions cooperate with third-party online lending platforms, they shall not force borrowers to buy accident insurance, guarantee insurance, or other insurance products. Such rules have been emphasized by the Notice on Further Regulating Credit Financing Charges to Reduce Comprehensive Financing Costs, which was jointly issued by the China Banking and Insurance Regulatory Commission, the People’s Bank of China and other regulatory authorities on May 18, 2020 and became effective from June 1, 2020. The notice also provides that banking institutions shall not force borrowers to purchase insurance, wealth management or other asset management products during the credit examination procedure.
Furthermore, the Implementation Measures for the Protection of the Rights and Interests of Financial Consumers, issued by the People’s Bank of China on September 15, 2020 and effective from November 1, 2020, provide that banking institutions and third-party payment institutions shall not take advantage of technical means or dominant positions to force financial consumers to purchase financial products or services, or restrict financial consumers from purchasing other financial products or services provided by peer institutions.
On December 26, 2022, the China Banking and Insurance Regulatory Commission issued the Administrative Measures for the Protection of Consumers’ Rights and Interests by Banking and Insurance Institutions, which will came into effect on March 1, 2023. It requires banking and insurance institutions to establish and improve systems and mechanisms for the protection of consumer’s rights and interests, including mechanisms for review, disclosure, consumer appropriateness management, traceability of sales practices, protection of consumers’ information, list-based management of the partners, complaint handling, diversified resolution of conflicts and disputes, internal training, internal assessment and internal audit. It also lists the following consumers’ rights that the banking and insurance institutions shall protect: (i) right to know; (ii) right to choices on their own; (iii) right to a fair transaction; (iv) right to property safety; (v) right to lawful claim; (vi) right to education; (vii) right to respect; and (viii) right to information security. Further, the China Banking and Insurance Regulatory Commission and its local offices may take regulatory measures against the institutions if any problem regarding consumer protection was inspected, and may impose administrative punishment in case of violation of the administrative measures.
Regulations Relating to Credit Investigation Business
The PRC government has adopted several regulations governing personal and enterprise credit investigation businesses. These regulations include the Regulation for the Administration of Credit Investigation Industry, enacted by the State Council and effective in March 2013, and the Management Rules on Credit Agencies, issued by the People’s Bank of China, in the same year.
On September 27, 2021, the People’s Bank of China issued the provisions of Administrative Measures on Credit Investigation, or the Credit Investigation Measures, effective on January 1, 2022. The Credit Investigation Measures define “credit information” to include “basic information, borrowing and lending information and other relevant information collected pursuant to the law to provide services for financial and other activities for identifying and judging the credit standing of businesses and individuals, as well as analysis and evaluation formed based on the aforesaid information.” They apply to entities that carry out credit investigation business and “activities relating to credit investigation business” in China. Separately, entities providing “services with credit investigation function” in the name of “credit information service, credit service, credit evaluation, credit rating, credit repair and other services” are also subject to the Credit Investigation Measures. The Credit Investigation Measures require that whoever engages in personal credit investigation business shall obtain permit from the People’s Bank of China’s personal credit investigation agency and whoever engages in enterprise credit investigation business shall complete filing formalities pursuant to the law; and whoever engages in credit rating business shall complete filings as a credit rating agency pursuant to the law.
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On July 7, 2021, the Credit Information System Bureau of People’s Bank of China further issued the notice relating to disconnecting direct connection, to 13 internet platforms, including us, requiring the internet platforms to achieve a complete “disconnected direct connection” in terms of personal information with financial institutions, meaning that the direct flow of personal information from internet platforms that collect such information to financial institutions is prohibited. Under our core retail credit and enablement business model, we directly share data relating to potential borrowers with our institutional partners by our financing guarantee subsidiary. Pursuant to the Credit Investigation Measures and the notice relating to disconnecting direct connection, the abovementioned operations may be deemed to be engaging in credit investigation business. However, based on our communication with the relevant regulatory authorities during the 429 Rectification and considering that the Guidelines for Business Cooperation between Banking Financial Institutions and Financing Guarantee Companies stipulate that banks and guarantee companies may separately accept clients’ applications and recommend clients to each other, the above data sharing by our financing guarantee subsidiary, as recognized by the relevant regulatory authorities during the 429 Rectification, does not fall into the scope of credit investigation business of a credit investigation institution under the provisions of the Credit Investigation Measures and is not within the application of the notice relating to disconnecting direct connection. Therefore, no further adjustment for our data sharing model is required as of the date of this annual report.
Regulations Relating to Anti-Money Laundering
The Anti-money Laundering Law of the PRC was promulgated by the Standing Committee of the National People’s Congress in 2006 and effective since January 1, 2007. It sets forth the principal anti-money laundering requirements applicable to financial institutions as well as non-financial institutions with anti-money laundering obligations, including the adoption of precautionary and supervisory measures, establishment and improvement of various systems for client identification, retention of clients’ identification information and transactions records, and large transaction and suspicious transaction reporting. Pursuant to the PRC Anti-money Laundering Law, financial institutions subject to the Anti-money Laundering Law include banks, postal saving institutions, credit unions, trust investment companies, securities companies, futures brokerage companies, insurance companies and other financial institutions determined and announced by the anti-money laundering administrative authority of the State Council, while the list of the non-financial institutions with anti-money laundering obligations will be formulated jointly by the anti-money laundering administrative authority and other relevant departments of State Council. The People’s Bank of China and other governmental authorities issued a series of administrative rules and regulations to specify the anti-money laundering obligations of financial institutions and designated non-financial institutions, such as insurance brokerage companies, insurance agencies and payment institutions. The list of the non-financial institutions subject to anti-money laundering obligations has not been promulgated yet.
Furthermore, the Internet Finance Guidelines require internet financial actors to comply with certain anti-money laundering requirements, including taking measures to recognize the identity of customers, monitoring and reporting of suspicious transactions, preservation of customer information and transaction records, and provision of assistance to the public security department and judicial authority in investigations and proceedings concerning anti-money laundering matters.
The Administrative Measures for Anti-Money Laundering and Counter-Terrorism Financing by Internet Financial Service Agencies (Trial) was jointly promulgated by the People’s Bank of China, the China Banking and Insurance Regulatory Commission and the CSRC and came into effect on January 1, 2019. It specifies the anti-money laundering obligations of internet finance service agencies and regulate that the internet finance service agencies shall (i) adopt continuous customer identification measures; (ii) implement the system for reporting large-value or suspicious transactions; (iii) conduct real-time monitoring of the lists of listed terrorist organizations and terrorists; and (iv) properly keep the information, data and materials such as customer identification and suspicious transaction reports.
The Measures for the Supervision and Administration of Combating Money Laundering and Financing of Terrorism by Financial Institutions was promulgated by the People’s Bank of China on April 15, 2021 and came into effect on August 1, 2021. These measures stipulate a financial institution shall establish a self-assessment system for risks of money laundering and financing of terrorism at the headquarters level, and assess risks of money laundering and financing of terrorism on a regular and irregular basis, and submit the self-assessment situation to the People’s Bank of China or the branch office of the People’s Bank of China at the place where it is located within 10 working days from the date of review by the board of directors or senior executives.
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We have implemented various policies and procedures, including internal controls and “know-your-customer” procedures, aimed at preventing money laundering and terrorism financing. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business and Industry—We may be subject to domestic and overseas anti-money laundering and anti-terrorist financing laws and regulations and any failure by us, funding partners or payment agents to comply with such laws and regulations could damage our reputation, expose us to significant penalties and decrease our income and profitability.”
Regulations on Anti-Monopoly Matters Related to Internet Platform Companies
The PRC Anti-Monopoly Law, which took effect on August 1, 2008, prohibits monopolistic conduct such as entering into monopoly agreements, abusing market dominance and concentration of undertakings that has or may have the effect of eliminating or restricting competition. Moreover, the Standing Committee of the National People’s Congress revised the PRC Anti-Monopoly Law in June 2022, effective August 1, 2022, which requires that operators may not use data and algorithms, technology, capital advantages and platform rules to engage in monopolistic behaviors prohibited by this law. On February 7, 2021, the Anti-Monopoly Commission of the State Council officially promulgated the Anti-Monopoly Guidelines for the Internet Platform Economy Sector. The guidelines prohibit certain monopolistic acts of internet platforms so as to protect market competition and safeguard interests of users and undertakings participating in internet platform economy, including without limitation, prohibiting platforms with dominant position from abusing their market dominance (such as discriminating customers in terms of pricing and other transactional conditions using big data and analytics, coercing counterparties into exclusivity arrangements, using technology means to block competitors’ interface, favorable positioning in search results of goods displays, tying or attaching unreasonable trading conditions, compulsory collection of unnecessary user data). In addition, the guidelines also reinforce antitrust merger review for internet platform related transactions to safeguard market competition. The Interim Provisions on the Prohibitions of Acts of Abuse of Dominant Market Positions, amended by the State Administration for Market Regulation on March 24, 2022, further prevent and prohibit the abuse of dominant market positions.
Regulations Relating to Information Security and Privacy Protection
Regulations on Information Security
In recent years, PRC governmental authorities have enacted laws and regulations with respect to internet information security and protection of personal information from abuse or unauthorized disclosure. Pursuant to the Decision on the Maintenance of Internet Security issued by the Standing Committee of the National People’s Congress in 2000 and amended on August 27, 2009, persons may be subject to criminal liabilities in China for any attempt to: (i) gain improper entry to a computer or system of strategic importance; (ii) disseminate politically disruptive information; (iii) leak state secrets; (iv) spread false commercial information or (v) infringe upon intellectual property rights and other activities prohibited by relevant laws and regulations.
The Administration Measures on the Security Protection of Computer Information Network with International Connections, issued by the Ministry of Public Security and last amended in 2011, prohibits using the internet in ways that result in a leak of state secrets or a spread of socially destabilizing content. The Ministry of Public Security has supervision and inspection powers and relevant local security bureaus may also have jurisdiction. If a value-added-telecommunications service license holder violates these measures, the government of the PRC may revoke its value-added-telecommunications service license and shut down its websites.
Pursuant to the Regulations of the People’s Republic of China for Safety Protection of Computer Information Systems, which was issued by the State Council and amended on August 1, 2011, the safety grading protection is provided for the computer information systems, and no organization or individual is allowed to take advantage of computer information systems to engage in activities harmful to the national interests and other people’s interests or legitimate rights, nor endanger the safety of computer information systems.
Pursuant to the Ninth Amendment to the Criminal Law issued by the Standing Committee of the National People’s Congress in 2015 and effective on November 1, 2015, any internet service provider that fails to fulfill the obligations related to internet information security administration as required by applicable laws and refuses rectification orders is subject to criminal penalty for (i) any dissemination of illegal information in large scale, (ii) any severe effect due to leakage of the client’s information, (iii) any serious loss of criminal evidence, or (iv) other severe situation. The amendment also states that any individual or entity that (i) sells or provides personal information to others that violates applicable law, or (ii) steals or illegally obtains any personal information, is subject to criminal penalty for severe violations.
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On May 8, 2017, the Supreme People’s Court and the Supreme People’s Procuratorate issued the Interpretations on Several Issues Concerning the Application of Law in the Handling of Criminal Cases Involving Infringement of Citizens’ Personal Information, which became effective on June 1, 2017 and stipulates that the personal information of a natural person shall be protected by the law. It clarifies several concepts regarding the crime of “infringement of citizens’ personal information,” including “citizen’s personal information,” “provision,” and “unlawful acquisition.” Any organization or individual shall legally obtain such personal information of others when necessary and ensure the safety of such information, and shall not illegally collect, use, process or transmit personal information of others, or illegally purchase or sell, provide or make public personal information of others.
The Cybersecurity Law of the PRC was promulgated by the Standing Committee of the National People’s Congress and took effect on June 1, 2017. Pursuant to it, network operators must comply with laws and regulations and fulfill their obligations to safeguard security of the network when conducting business and providing services. Those who provide services through networks must take technical measures and other necessary measures pursuant to laws, regulations and compulsory national requirements to safeguard the safe and stable operation of the networks, respond to network security incidents effectively, prevent illegal and criminal activities, and maintain the integrity, confidentiality and usability of network data. Network operators shall not collect personal information that is irrelevant to the services it provides or collect or use the personal information in violation of the provisions of laws or agreements between both parties. The Regulations on Cybersecurity Supervision and Inspection of Public Security Organs, which were issued by the Ministry of Public Security and came into effect on November 1, 2018, is an important basis for the Public Security Bureau to strengthen the enforcement of the Cybersecurity Law.
The PRC Civil Code provides that personal information of natural persons is protected by law. The Civil Code defines the processing of personal information as the collection, storage, use, processing, transmittal, provision and disclosure of personal information. Furthermore, according to the Civil Code, any entity that engages in the processing of personal information must follow the principles of lawfulness, fairness, and necessity and may not overuse personal information, and they must obtain the consent of the natural person or his or her guardian, except as otherwise provided by laws and regulations.
Pursuant to the Announcement of Conducting Special Supervision against the Illegal Collection and Use of Personal Information by Apps, which was issued on January 23, 2019, app operators should collect and use personal information in compliance with the Cybersecurity Law and should be responsible for the security of personal information obtained from users and take effective measures to strengthen the personal information protection. Furthermore, app operators should not force their users to make authorization by means of bundling, suspending installation or in other default forms and should not collect personal information in violation of laws, regulations or breach of user agreements. Such regulatory requirements were emphasized by the Notice on the Special Rectification of Apps Infringing upon Users’ Personal Rights and Interests, which was issued by the Ministry of Industry and Information Technology on July 22, 2020. The Interpretations on Certain Issues Regarding the Applicable of Law in the Handling of Criminal Case Involving Illegal Use of Information Networks and Assisting Committing Internet Crimes, which was jointly issued by the Supreme People’s Court and the Supreme People’s Procuratorate and came into effect on November 1, 2019, further clarifies the meaning of internet service provider and the severe situations of the relevant crimes.
The Guidelines for Internet Personal Information Security Protection, issued by the Ministry of Public Security and came into effect on April 10, 2019, provide guidelines by internet service providers to carry out measures for personal information protection. These are non-binding standards and guidelines applicable to personal information holders, including both the enterprises that provide services via the internet and organizations or individuals that control and process personal information by using private networks or offline environments. The Guidelines for Internet Personal Information Security Protection requires such personal information holders to establish a personal information administrative control system, implement technical safeguards and protect personal information during their business processes.
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The Cybersecurity Review Measures were issued on April 13, 2020 and took effect on June 1, 2020. The measures provide detailed rules regarding cybersecurity review, and any operator in violation of the regulations shall be penalized in accordance with Article 65 of the Cybersecurity Law. On December 28, 2021, the Cyberspace Administration of China together with other twelve governmental authorities published a new version of the Cybersecurity Review Measures, which replaced the Cybersecurity Review Measures published in 2020 and became effective on February 15, 2022. Pursuant to the Cybersecurity Review Measures and other PRC cybersecurity laws and regulations, critical information infrastructure operators that purchase internet products and services or online platform operators that carry out data processing activities that affect or may affect national security shall be subject to the cybersecurity review. Moreover, where an online platform operator who possesses the personal information of over one million users intends to apply for foreign listing, it must undergo a cybersecurity review. Meanwhile, the Cybersecurity Review Measures grants the competent authorities the right to initiate a cybersecurity review without application, if any member organization of the cybersecurity review mechanism has reason to believe that any internet products, services or data processing activities affect or may affect national security.
On June 10, 2021, the Standing Committee of the National People’s Congress issued the Data Security Law of the PRC, which came into effective on September 1, 2021. The Data Security Law clarifies the scope of data to cover a wide range of information records generated from all aspects of production, operation and management of government affairs and enterprises in the process of the gradual transformation of digitalization, and requires that data collection shall be conducted in a legitimate and proper manner, and the theft or illegal collection of data is not permitted. Data processors shall establish and improve whole-process data security management rules, organize and implement data security training and take appropriate technical measures and other necessary measures to protect data security. In addition, data processing activities shall be conducted on the basis of the graded protection system for cybersecurity. Monitoring of data processing activities shall be strengthened, and remedial measures shall be taken immediately in case of discovery of risks regarding data security related defects or bugs. In case of data security incidents, responsive measures shall be taken immediately, and disclosure to users and report to the competent authorities shall be made in a timely manner.
On July 30, 2021, the State Council issued the Regulations for the Security Protection of Critical Information Infrastructure, or the CII Regulations, which came into effect on 1 September 2021. Pursuant to the CII Regulations, “critical information infrastructures” refers to important network facilities and information systems of important industries and sectors such as public communications and information services, energy, transport, water conservation, finance, public services, e-government, and science and technology industry for national defense, as well as other important network facilities and information systems that may seriously endanger national security, national economy and citizen’s livelihood and public interests if they are damaged or suffer from malfunctions, or if any leakage of data in relation thereto occurs. Competent authorities as well as the supervision and administrative authorities of the above-mentioned important industries and sectors are responsible for the security protection of critical information infrastructures, or the Protection Authorities. The Protection Authorities will establish the rules for the identification of critical information infrastructures based on the particular situations of the industry and report such rules to the public security department of the State Council for record. The following factors must be considered when establishing identification rules: (i) the importance of network facilities and information systems to the core businesses of the industry and the sector; (ii) the harm that may be brought by the damage, malfunction or data leakage of, the network facilities and information systems; and (iii) the associated impact on other industries and sectors. The Protection Authorities are responsible for organizing the identification of critical information infrastructures in their own industries and sectors in accordance with the identification rules, promptly notifying the operators of the identification results and reporting to the public security department of the State Council.
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The Administrative Provisions on Security Vulnerability of Network Products were jointly promulgated by the Ministry of Industry and Information Technology, the Cyberspace Administration of China and the Ministry of Public Security on July 12, 2021 and came into effect on September 1, 2021. Network product providers, network operators as well as organizations or individuals engaging in the discovery, collection, release and other activities of network product security vulnerability are subject to the provisions and shall establish channels to receive information of security vulnerability of their respective network products. In response to the Cybersecurity Law, network product providers shall be reported to the Cyber Security Threat and Vulnerability Information Sharing Platform of the Ministry of Industry and Information Technology within two days and provide technical support for network product users. Network operators shall take measures to examine and fix security vulnerability in a timely manner after discovering or acknowledging that their networks, information systems or equipment have such security vulnerability. According to the provisions, the breaching parties may be subject to punishments as regulated in accordance with the Cybersecurity Law.
On September 17, 2021, the Cyberspace Administration of China and eight other authorities jointly promulgated the Notice on Promulgation of the Guiding Opinions on Strengthening the Comprehensive Governance of Algorithm-Related Internet Information Services, which proposes a three-year plan to gradually establish a comprehensive governance pattern for algorithm security with sound governance mechanism, perfect regulatory system and standardized algorithm ecology. On December 31, 2021, the Cyberspace Administration of China, the Ministry of Industry and Information Technology, the Ministry of Public Security and the State Administration for Market Regulation jointly issued the Administration Provisions on Algorithmic Recommendation of Internet Information Services, which became effective on March 1, 2022. The provisions provide that algorithmic recommendation service providers shall (i) fulfill their responsibilities for algorithm security, (ii) establish and improve management systems for algorithm mechanism examination, ethical vetting in technology, user registration, information release vetting, protection of data security and personal information, anti- telecommunications and internet fraud, security assessment and monitoring, emergency response to security incidents, etc., and (iii) formulate and disclose relevant rules for algorithm recommendation services, and be equipped with professional staff and technical support appropriate to the scale of the algorithm recommendation service.
On July 7, 2022, the Cyberspace Administration of China published the Measures for the Security Assessment of Outbound Data Transfer, effective September 1, 2022, pursuant to which a data processor shall apply to the national cyberspace administration for the security assessment of the outbound data transfer through the local provincial cyberspace administration, if it intends to provide data abroad under any of the following circumstances: (i) the data processor provides important data abroad; (ii) the critical information infrastructure operator or the data processor that has processed the personal information of over one million people provides personal information abroad; (iii) the data processor that has provided the personal information of over 100,000 people or the sensitive personal information of over 10,000 people cumulatively since January 1 of the previous year provides personal information abroad; (iv) any other circumstance where an application for the security assessment of outbound data transfer is required by the national cyberspace administration.
On November 14, 2021, the Cyberspace Administration of China published the Regulations on Cyber Data Security Management (Draft for Comments), which specifies that a data processor that seeks to list in Hong Kong whose activities affect or may affect national security should apply for cybersecurity review. As of the date of this annual report, the draft measures have not yet promulgated into law.
On February 22, 2023, the Cyberspace Administration of China issued the Measures for Standard Contract for Outbound Data Transfer of Personal Information, which will come into effect on June 1, 2023. The measures provide a transitional period of six months from the effective date for companies to take necessary measures to comply with the requirements. According to the measures, in the cases where the personal information processor provides personal information abroad by concluding a standard contract, the contract shall be concluded in strict compliance with the form Standard Contract, that is attached as an annex to the measures. The measures further provide that personal information processors may agree on other terms with overseas recipients, but they shall not conflict with the Standard Contract. According to the measures, the personal information processor shall, within ten working days from the effective date of the standard contract, file with the local provincial network information department and submit the standard contract and personal information protection impact assessment report for record.
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Regulations on Privacy Protection
The Regulations on Technological Measures for Internet Security Protection were issued by the Ministry of Public Security on December 13, 2005 and came into effect on March 1, 2006. It requires internet service providers to utilize standard technical measures for internet security protection.
Under the Several Provisions on Regulating the Market Order of Internet Information Services, which were issued by the Ministry of Industry and Information Technology on December 29, 2011 and came into effect on March 15, 2012, internet service providers are also prohibited from collecting any personal user information or providing any information to third parties without the consent of the user. The Cybersecurity Law provides an exception to the consent requirement where the information is anonymous, not personally identifiable and unrestorable. Internet service providers must expressly inform the users of the method, content and purpose of the collection and processing of user personal information and may only collect information necessary for its services. Internet service providers are also required to properly maintain user personal information, and in case of any leak or likely leak of user personal information, they must take remedial measures immediately and report any material leak to the telecommunications regulatory authority.
In addition, the Decision on Strengthening Network Information Protection issued by the Standing Committee of the National People’s Congress on December 28, 2012 emphasizes the need to protect electronic information that contains individual identification information and other private information. The decision requires internet service providers to establish and publish policies regarding the collection and use of personal electronic information and to take necessary measures to ensure the security of the information and to prevent leakage, damage or loss. Furthermore, the Ministry of Industry and Information Technology’s Order on Protection of Personal Information of Telecommunications and Internet Users, which took effect on September 1, 2013, contains detailed requirements on the use and collection of personal information as well as the security measures to be taken by internet service providers.
The Standing Committee of the National People’s Congress promulgated the Personal Information Protection Law of the PRC on August 20, 2021, effective on November 1, 2021. According to the Personal Information Protection Law, personal information is all kinds of information, recorded by electronic or other means, related to identified or identifiable natural persons, not including information after anonymization handling. The principles of legality, propriety, necessity, and sincerity shall be observed for personal information handling. Moreover, the Personal Information Protection Law specified rules for handling sensitive personal information, which means personal information that, once leaked or illegally used, may easily cause infringement of the dignity of natural persons or harm to personal or property security, including information on biometric characteristics, financial accounts and individual location tracking, and the personal information of minors under the age of 14. Personal information handlers shall bear responsibility for their personal information handling activities, and adopt the necessary measures to safeguard the security of the personal information they handle. Otherwise, the personal information handlers will be ordered to correct or suspend or terminate the provision of services and be subject to confiscation of illegal income, fines or other penalties. Any personal information processor outside the territory of the PRC that processes the personal information of natural persons located within the PRC territory under any of the circumstances set forth in the Personal Information Protection Law shall establish a special agency or designate a representative within the territory of the PRC to be responsible for handling matters relating to personal information protection. Where a personal information processor needs to provide personal information outside the territory of the PRC due to business or other needs, it shall meet one of the conditions prescribed by the Personal Information Protection Law, such as passing a security evaluation organized by the Cyberspace Administration of China, or other conditions prescribed by laws, administrative regulations or the Cyberspace Administration of China. Where an overseas organization or individual engages in personal information processing activities infringing upon the personal information rights and interests of PRC citizens or endangering the national security and public interests of the PRC, the Cyberspace Administration of China may include such organization or individual in the list of subjects to whom provision of personal information is restricted or prohibited, announce the same, and take measures such as restricting or prohibiting provision of personal information to such organization or individual.
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Regulations Relating to Taxation
Regulations on Enterprise Income Tax
The Enterprise Income Tax Law of the PRC was issued by the Standing Committee of the National People’s Congress in 2007 and most recently amended on December 29, 2018. The Implementation Rules for the Enterprise Income Tax Law of the PRC were issued by the State Council in 2007 and were amended on April 23, 2019. According to these regulations, taxpayers consist of resident enterprises and non-resident enterprises. Resident enterprises are defined as enterprises that are established in China in accordance with the PRC laws, or that are established in accordance with the laws of foreign countries but whose actual or de facto control entity is within the PRC. Non-resident enterprises are defined as enterprises that are set up in accordance with the laws of foreign countries and whose actual or de facto control entity is located outside the PRC, but (i) have entities or premises in the PRC, or (ii) have no entities or premises but have income generated from China. According to the Enterprise Income Tax Law, foreign-invested enterprises in the PRC are generally subject to a uniform enterprise income tax rate of 25%. A non-resident enterprise that has an establishment or premises within the PRC must pay enterprise income tax at a rate of 25% on its income that is derived from such establishment or premises inside the PRC and that is sourced outside the PRC but is actually connected with the said establishment or premises. However, if non-resident enterprises have not formed permanent establishments or premises in the PRC, or if they have formed permanent establishment institutions or premises in the PRC but there is no actual relationship between the relevant income derived in the PRC and the established institutions or premises set up by them, the enterprise income tax is, in that case, set at the rate of 10% for their income sourced from inside the PRC.
Enterprises that are recognized as high and new technology enterprises in accordance with the Administrative Measures for the Determination of High and New Tech Enterprises, issued by the Ministry of Science, the Ministry of Finance and the State Administration of Taxation on April 14, 2008 and last amended on January 29, 2016, effective January 1, 2019, are entitled to enjoy a preferential enterprise income tax rate of 15%. The validity period of the high and new technology enterprise qualification shall be three years from the date of issuance of the certificate of high and new technology enterprise. An enterprise can re-apply for such recognition as a high and new technology enterprise before or after the previous certificate expires.
On February 3, 2015, the State Administration of Taxation issued the Announcement on Several Issues Concerning Enterprise Income Tax on Indirect Transfer of Assets by Non-Resident Enterprises, or SAT Circular 7. SAT Circular 7 provides comprehensive guidelines relating to, and heightening the Chinese tax authorities’ scrutiny of, indirect transfers by a non-resident enterprise of PRC taxable assets, which include assets of organizations and premises in the PRC, immovable property in the PRC and equity investments in PRC resident enterprises. For instance, if a non-resident enterprise transfers equity interest in an overseas holding company that directly or indirectly holds certain PRC taxable assets and if the transfer is believed by the Chinese tax authorities to have no reasonable commercial purpose other than to evade enterprise income tax, SAT Circular 7 allows the Chinese tax authorities to reclassify the indirect transfer of PRC taxable assets into a direct transfer and therefore impose PRC enterprise income tax at a rate of a 10% on the non-resident enterprise. On the other hand, indirect transfers falling into the scope of the safe harbors under SAT Circular 7 are not subject to PRC tax under SAT Circular 7. The safe harbors include qualified group restructurings, public market trades and exemptions under tax treaties or arrangements.
The State Administration of Taxation issued the Announcement on Issues Relating to Withholding at Source of Income Tax of Non-resident Enterprises, or SAT Circular 37, which took effect on December 1, 2017 and was amended on June 15, 2018. According to SAT Circular 37, the balance after deducting the equity net value from the equity transfer income shall be the taxable income amount of equity transfer income.
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Under SAT Circular 7 and the Law on the Administration of Tax Collection issued by the Standing Committee of the National People’s Congress in 1992 and last amended on April 24, 2015, in the case of an indirect transfer, entities or individuals that are obligated to pay the transfer price to the transferor shall act as withholding agents. If they fail to make withholding or withhold the full amount of tax payable, the transferor of equity must declare and pay tax to the tax authorities in charge within seven days from the occurrence of the tax payment obligation. Where the withholding agent does not make withholding, and the transferor of equity does not pay the payable amount, the tax authority may impose late payment interest on the transferor. In addition, the tax authority may also hold the withholding agents liable and impose a penalty of ranging from 50% to 300% of the unpaid tax on them. The penalty imposed on the withholding agents may be reduced or waived if the withholding agents have submitted the relevant materials in connection with the indirect transfer to the PRC tax authorities in accordance with SAT Circular 7.
Regulations on Dividend Tax
Pursuant to the Circular of the State Administration of Taxation on Relevant Issues relating to the Implementation of Dividend Clauses in Tax Agreements, which took effect on February 20, 2009, all of the following requirements must be satisfied to enjoy the preferential tax rates provided under the tax agreements: (1) the tax resident that receives dividends should be a company as provided in the tax agreement; (2) the equity interest and voting shares of the PRC resident company directly owned by the tax resident satisfy the percentages specified in the tax agreement; and (3) the equity interest of the PRC resident company directly owned by such tax resident at any time during the 12 months prior to receiving the dividends satisfy the percentage specified in the tax agreement.
The Enterprise Income Tax Law provides that an income tax rate of 10% will normally be applicable to dividends payable to investors that are “non-resident enterprises,” and gains derived by such investors, which (a) do not have an establishment or place of business in the PRC or (b) have an establishment or place of business in the PRC, but the relevant income is not effectively connected with the establishment or place of business to the extent such dividends and gains are derived from sources within the PRC. The income tax on the dividends may be reduced pursuant to a tax treaty between China and other applicable jurisdictions. Pursuant to the Arrangement Between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income, issued by the State Administration of Taxation in 2006, and other applicable PRC laws, if a Hong Kong resident enterprise is determined by the competent PRC tax authority to have satisfied the relevant conditions and requirements under such Double Tax Avoidance Arrangement and other applicable laws, the 10% withholding tax on the dividends the Hong Kong resident enterprise receives from a PRC resident enterprise may be reduced to 5% upon receiving approval from the in-charge tax authority. However, based on the Circular of the State Administration of Taxation on Relevant Issues relating to the Implementation of Dividend Clauses in Tax Agreements, if the relevant PRC tax authorities determine, in their discretion, that a company benefits from such reduced income tax rate due to a structure or arrangement that is primarily tax-driven, such PRC tax authorities may adjust the preferential tax treatment. Based on the Announcement of Taxation on Issues Relating to “Beneficial Owner” in Tax Treaties by the State Administration of Taxation, effective from April 1, 2018, to determine the “beneficial owner” status of a resident of the treaty counterparty seeking to enjoy tax treaty benefits, a comprehensive analysis must be carried out in accordance with the factors set out in the announcement.
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On August 27, 2015, the State Administration of Taxation issued the Administrative Measures for Tax Convention Treatment for Non-resident Taxpayers, which was amended on June 15, 2018. The announcement was repealed by the Administrative Measures on Non-resident Taxpayers Enjoying Treaty Benefits, which was propagated on October 14, 2019 and took effect on January 1, 2020. Under such announcement, non-resident taxpayers meeting conditions for enjoying the convention treatment may be entitled to the convention treatment themselves when filing a tax return or making a withholding declaration through a withholding agent, subject to the subsequent administration by the tax authorities. Such taxpayers who make their own declaration must self-assess whether they are entitled to tax treaty benefits, make truthful declarations and submit the relevant reports, statements and materials required by the relevant tax authorities.
Regulations on Value-added Tax
All entities and individuals engaged in the sale of goods, provision of processing, repairs and replacement services, and the importation of goods within the territory of the PRC must pay value-added tax, or VAT, in accordance with the Provisional Regulations on Value-added Tax of the PRC and its implementation rules. The Provisional Regulations on VAT were issued by the State Council in 1993 and last amended on November 19, 2017. The regulations applicable to VAT were further amended by the Notice of Adjustment of VAT Rates, issued on April 4, 2018, and by the Notice of Strengthening Reform of VAT Policies issued on March 20, 2019 and effective on April 1, 2019. VAT payable is calculated as “output VAT” minus “input VAT.” The rate of VAT varies from 3% to 13% depending on the product type.
Regulations Relating to Intellectual Property
Regulations on Trademark Law
Trademarks in the PRC are governed by the Trademark Law of the PRC, last amended on April 23, 2019 and effective on November 1, 2019, and the Regulations for the Implementation of Trademark Law of the PRC, last amended on April 29, 2014. The Trademark Office of the National Intellectual Property Administration is responsible for the registration and administration of trademarks throughout the PRC and the Trademark Review and Adjudication Board of the State Administration for Market Regulation under the State Council is responsible for handling trademark disputes.
Registered trademarks in the PRC refer to trademarks that have been approved and registered by the Trademark Office, including commodity trademarks, service trademarks, collective marks and certification marks. A trademark registrant will enjoy an exclusive right to use the trademark, which will be protected by laws and regulations. Any visible mark in the form of word, graphic, alphabet, number, 3D (three-dimension) mark, color combination or the combination of these elements that can distinguish the commodities of the natural person, legal person or other organizations from those of others can be registered as a trademark. A trademark for which an application is filed for registration must be distinctive to be distinguishable, and may not go against the legitimate rights previously obtained by others. A trademark registrant is entitled to include the words “Registered Trademark” or a sign indicating that it is registered.
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Any of the following acts will be an infringement upon the right to exclusive use of a registered trademark: (1) using a trademark that is identical to a registered trademark on the same kind of commodities without a license from the registrant of the registered trademark; (2) using a trademark that is similar to a registered trademark on the same kind of commodities, or using a trademark that is identical or similar to the registered trademark on similar goods without a license from the registrant of the registered trademark, if the use is likely to cause confusion; (3) selling commodities that infringe upon the right to exclusive use of a registered trademark; (4) counterfeit or unauthorized production of the label of another’s registered trademark, or sale of any such label that is counterfeited or produced without authorization; (5) changing a registered trademark and putting the commodities with the changed trademark into the market without the consent of the registrant of the registered trademark; (6) providing, intentionally, facilitation for activities infringing upon others’ exclusive right of trademark use, and facilitating others to commit infringement on the exclusive right of trademark use; or (7) causing other damage to the right to exclusive use of a holder of a registered trademark. In the event of infringement of the registered trademark above that leads to disputes, the parties concerned may settle such disputes through negotiations; if no negotiation is prospective or fails, the trademark registrant or any interested party may file a lawsuit before the People’s Court or request the administrative department for market regulation for handling.
Regulations on Patent Law
Patents in the PRC are mainly protected under the Patent Law of the People’s Republic of China, which was issued by the Standing Committee of the National People’s Congress in 1984 and last amended on October 17, 2020, effective on June 1, 2021, and Implementation Rules of the Patent Law of the People’s Republic of China, which were promulgated by the State Council in 2001 and last amended on January 9, 2010. Draft amendments to the Implementation Rules of the Patent Law are currently under review. The Patent Law and its implementation rules provide for three types of patents: “invention,” “utility model” and “design.” “Invention” refers to any new technical solution relating to a product, a process or improvement thereof; “utility model” refers to any new technical solution relating to the shape, structure, or their combination, of a product, which is suitable for practical use; and “design” refers to any new design of the whole or partial shape, pattern, color or the combination of any two of them, of a product, that creates an aesthetical feeling and is suitable for industrial application. Invention patents are valid for 20 years, while design patents and utility model patents are valid for 15 years and 10 years, respectively, each calculated from the date of application. To be patentable, invention or utility models must meet three criteria: novelty, inventiveness and practicability. Except under certain specific circumstances provided by law, any third-party user must obtain consent or a proper license from the patent owner to use the patent. Otherwise, the use constitutes an infringement of the patent rights.
If a dispute arises due to patent infringement, the dispute must be settled through consultation involving both parties. If one or both parties are unwilling to submit to consultation, or if the consultation fails, then the patentee or any interested party may initiate legal proceedings in the People’s Court, or request the patent administrative department to handle the matter.
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Regulations on Domain Names
Domain names are protected under the Administrative Measures on Internet Domain Names, issued by the Ministry of Industry and Information Technology on August 24, 2017 and effective as of November 1, 2017. It regulates efforts to undertake internet domain name services as well as the operation, maintenance, supervision and administration thereof and other relevant activities within the territory of the PRC. A person that has domain name root servers, an institution for operating domain name root servers, a domain name registry and a domain name registrar operating within the territory of the PRC must obtain a permit for this purpose from the Ministry of Industry and Information Technology or the relevant communications administration of the local province, autonomous region or municipality. Domain name owners must register their domain names, and the Ministry of Industry and Information Technology is in charge of the administration of PRC internet domain names. In the case of infringement, the telecommunications authority will take measures to stop the infringer and give it a warning or impose a fine of more than RMB10,000 but less than RMB30,000 depending on the seriousness of the case.
Regulations on Copyright and Software Products
Copyright in the PRC, including copyrighted software, is principally protected under the Copyright Law of the PRC, which took effect in 1991 and was most recently amended on November 11, 2020, and the related Implementing Regulations of the Copyright Law of the PRC, which was issued by the State Council on August 2, 2002 and most recently amended on January 30, 2013. The next amendment to the Copyright Law took effect on June 1, 2021. Under the Copyright Law of the PRC and the related Implementing Regulations of the Copyright Law of the PRC, works of Chinese citizens, legal persons or other organizations, whether published or not, enjoy copyright in their works, which include works of literature, art, architectural works, natural science, social science, graphic works and model works such as engineering design plan, product design plan, map, schematic diagram and computer software. The term of protection for copyrighted software is 50 years.
Similarly, under the Computer Software Protection Regulations last amended on January 30, 2013 and became effective on March 1, 2013, Chinese citizens, legal persons and other organizations shall enjoy copyright on the software they develop, regardless of whether the software has been released publicly. Software copyright commences from the date on which the development of the software is completed. A software copyright owner may register with the software registration institution recognized by the copyright administration department of the State Council. A registration certificate issued by the software registration institution is a preliminary proof of the registered items. The protection period for software copyright of a legal person or other organizations shall be fifty years, concluding on December 31 of the fiftieth year after the software’s initial release.
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Regulations Relating to Labor
Regulations on Labor Contract
The main PRC employment laws and regulations applicable to us include the Labor Law, the Labor Contract Law, the Implementing Regulations on the Labor Contract Law of the PRC and other relevant laws and regulations.
The Labor Law was last amended on December 29, 2018. Under the Labor Law, employers shall enter into employment contracts with their employees based on the principles of equality, consent and agreement through consultation. Wages will be paid based on the policy of performance, equal pay for equal work, lowest wage protection and special labor protection for female workers and juvenile workers. The Labor Law also requires employers to establish and effectively implement a system of ensuring occupational safety and health, educate employees on occupational safety and health, preventing work-related accidents and reducing occupational hazards. Employers are also required to pay their employees’ social insurance premiums.
The Labor Contract Law was last amended on December 28, 2012 and took effect on July 1, 2013. Under the Labor Contract Law and its implementing regulations, enterprises established in the PRC shall enter into employment agreements with their employees to provide for the term of employment, job duties, work time, holidays and statutory payments, labor protection, working condition and occupational hazard prevention and protection and other essential contents. Both employers and employees will duly perform their duties. The Labor Contract Law also provides for the scenario of rescission and termination. Except for certain situations explicitly stipulated in the Labor Contract Law that are not subject to economic compensation, economic compensation shall be paid to the employee by the employer for the rescission or termination of the employment agreement.
Regulations on Social Insurance and Housing Funds
Pursuant to the Social Insurance Law of the PRC, which was last amended on December 29, 2018, the PRC established social insurance systems such as basic pension insurance, basic medical insurance, work-related injury insurance, unemployment insurance and maternity insurance. Employers are required to contribute, on behalf of their employees, to a number of social security funds, including funds for basic pension insurance, unemployment insurance, basic medical insurance, work-related injury insurance and maternity insurance. Employers must apply for completion of social security registration with the local social security agency within 30 days from the date of incorporation with their business license, registration certificate or corporation seal. Employers that fail to complete social security registration will be ordered by the social security administrative authorities to make correction within a stipulated period; where correction is not made within the stipulated period, the employers will be subject to fines ranging from one to three times the amount of the payable social security premiums, and the person(s)-in-charge who is/are directly accountable and other directly accountable personnel will be subject to fines ranging from RMB500 to RMB3,000. If an employer does not pay the full amount of social insurance premiums as scheduled, the social insurance premium collection institution will order it to make the payment or make up the difference within the stipulated period and impose a daily surcharge equivalent to 0.05% of the overdue payment from the date on which the payment is overdue. If payment is not made within the stipulated period, the relevant administration department will impose a fine from one to three times the amount of overdue payment.
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Pursuant to the Regulations on the Administration of Housing Funds last amended on March 24, 2019, employers must complete housing funds registration with local housing fund administration centers and open housing fund accounts for their employees in the bank. Employers must, within 30 days from their date of establishment, go through housing funds registration with local housing fund administration centers and complete housing fund account establishment procedures for employees with the examination and approval documents of the housing fund management center within 20 days from completion of registration. The contribution rate of housing funds of an employee and employer may not be less than 5% of the monthly average salary in the previous year, and cities with good conditions may properly raise the contribution rate. Employers are required to pay and deposit housing funds on behalf of their employees in full and in a timely manner, and any employer that fails to open such bank account or contribute housing funds may be fined and ordered to make payment within a prescribed time limit. If the employer still fails to do so, the housing fund administration center may apply to the court for enforcement of the unpaid amount.
Pursuant to the Opinions of the General Office of the State Council on Comprehensively Promoting the Implementation of the Combination of Maternity Insurance and Basic Medical Insurance for Employees issued on March 6, 2019, maternity insurance and basic medical insurance for employees will be consolidated. On July 20, 2018, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council issued the Reform Plan of the State Tax and Local Tax Collection Administration System. Under this plan, tax authorities are responsible for the collection of social insurance contributions in the PRC beginning from January 1, 2019.
Pursuant to the Interim Measures for Participation in Social Insurance by Hong Kong, Macao and Taiwan Residents in the Mainland, which was promulgated by the Ministry of Human Resources and Social Security on November 29, 2019, effective on January 1, 2020, employers registered in mainland China shall contribute basic pension insurance, basic medical insurance, work-related injury insurance, unemployment insurance and maternity insurance for Hong Kong, Macao and Taiwan residents who are employed or recruited by them.
Regulations Relating to Foreign Exchange
Regulation on Foreign Currency Exchange
The principal law governing foreign currency exchange in the PRC is the Foreign Exchange Administration Regulations of the PRC. The Foreign Exchange Administration Regulations, most recently amended on August 5, 2008, stipulates that Renminbi is freely convertible into other currencies for current account items, including the distribution of dividends, interest payments, trade and service-related foreign exchange transactions. However, it is not freely convertible for capital account items, such as direct investments, loans, repatriation of investments and investments in securities outside of China, unless prior approval is obtained from the State Administration of Foreign Exchange, or its local branch, and prior registration with the State Administration of Foreign Exchange is made.
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Pursuant to the Regulation of Settlement, Sale and Payment of Foreign Exchange, promulgated by the People’s Bank of China and effective on July 1, 1996, foreign-invested enterprises may only buy, sell or remit foreign currencies at those banks authorized to conduct foreign exchange business after providing valid commercial supporting documents and, in the case of capital account item transactions, obtaining approvals from the State Administration of Foreign Exchange or its local counterpart. Foreign-invested enterprises are permitted to convert their after-tax dividends into foreign exchange and to remit such foreign exchange out of their foreign exchange bank accounts in the PRC. However, foreign exchange transactions involving overseas direct investment or investment and exchange in securities and derivative products abroad are subject to registration with the State Administration of Foreign Exchange and approval from or filing with the relevant PRC governmental authorities.
The Notice on Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign Invested Enterprises, issued by the State Administration of Foreign Exchange and most recently amended on December 30, 2019, further expanding the extent of convertibility under direct investment. It stipulates that the use of capital funds and exchange settlement funds by foreign-invested enterprises will be subject to foreign exchange management regulations and the implementation of negative list management.
On June 9, 2016, the State Administration of Foreign Exchange promulgated the Circular on Reforming and Regulating Policies on the Management of the Settlement of Foreign Exchange of Capital Accounts. It unifies the Discretional Foreign Exchange Settlement for all the domestic institutions. The Discretional Foreign Exchange Settlement refers to foreign exchange capital in the capital account that has been confirmed by the relevant policies subject to the Discretional Foreign Exchange Settlement (including foreign exchange capital, foreign loans and funds remitted from the proceeds from the overseas listing) and which can be settled at the banks based on the actual operational needs of the domestic institutions. The proportion of Discretional Foreign Exchange Settlement of the foreign exchange capital is temporarily determined as 100%. Violations of the circulars of the State Administration of Foreign Exchange could result in administrative penalties under the Regulations of the PRC on Foreign Exchange Control and relevant provisions. Furthermore, it stipulates that the use of foreign exchange income of capital accounts of foreign-invested enterprises must follow the principles of authenticity and self-use within the business scope of enterprises. Foreign exchange income of capital accounts and capital in Renminbi obtained by foreign-invested enterprises from foreign exchange settlement may not be directly or indirectly used for the following purposes: (i) payment outside of the business scope of the enterprises or the payment prohibited by relevant laws and regulations; (ii) investment in securities or financial schemes other than bank-guaranteed products unless otherwise provided by relevant laws and regulations; (iii) granting loans to non-connected enterprises, unless otherwise permitted by its business scope; and (iv) construction or purchase of real estate that is not for self-use (except for the real estate enterprises).
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On January 26, 2017, the State Administration of Foreign Exchange promulgated the Notice on Improving the Check of Authenticity and Compliance to Further Promote Foreign Exchange Control, which stipulates several capital control measures with respect to the outbound remittance of profit from domestic entities to offshore entities, including (i) under the principle of genuine transaction, banks must check board resolutions regarding profit distribution, the original versions of tax filing records and audited financial statements; and (ii) domestic entities must hold income to account against previous years’ losses before remitting profits. Moreover, domestic entities must make detailed explanations of the sources of capital and utilization arrangements, and provide board resolutions, contracts and other proof when completing the registration procedures in connection with an outbound investment.
On October 23, 2019, the State Administration of Foreign Exchange issued the Notice of the State Administration of Foreign Exchange on Further Promoting the Convenience of Cross-border Trade and Investment, or Circular 28, which cancels the restrictions on the domestic equity investment with capital of non-investment foreign-invested enterprises, including the capital obtained from foreign exchange settlement. Such investments should be real and should be in compliance with the relevant laws, regulations and rules, including the provisions of the 2021 Negative List. In addition, it stipulates that qualified enterprises in certain pilot areas may use their capital income from capital, foreign debt and overseas listing, for the purpose of domestic payments without providing authenticity certifications to the relevant banks in advance for those domestic payments.
On April 10, 2020, the State Administration of Foreign Exchange issued the Notice on Optimizing Foreign Exchange Administration to Support the Development of Foreign-related Business. It stipulates that on the premise of ensuring the true and compliant use of funds and compliance with the existing regulations on use of income under the capital account, enterprises which satisfy the criteria are allowed to use income under the capital account, such as capital funds, foreign debt and overseas listing for domestic payment, without prior provision of proof materials for veracity to the bank for each transaction. The authority to process the deregistration of qualified overseas loans under domestic guarantee and overseas lending shall be delegated to banks.
Regulations on Dividend Distribution
Pursuant to the laws and regulations on foreign investment, wholly foreign-owned enterprises in China may pay dividends only out of their accumulated after-tax profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, wholly foreign-owned enterprises in China must allocate at least 10% of their respective accumulated after-tax profits each year, after making up previous years’ accumulated losses each year, if any, to fund certain statutory reserve funds until these reserves have reached 50% of the registered capital of the enterprises. A PRC company may not distribute any profits until any losses from prior fiscal years have been offset. Profits retained from prior fiscal years may be distributed together with distributable profits from the current fiscal year. These reserves are not distributable as cash dividends. According to the Rules on the Accounting of Financial Enterprises released by the Ministry of Finance, financial enterprises shall allocate general risk reserves prior to the distribution of dividends.
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Regulations on Foreign Exchange Registration of Overseas Investment by PRC Residents
On July 4, 2014, the State Administration of Foreign Exchange promulgated the Notice on Relevant Issues Relating to Domestic Residents’ Investment and Financing and Round-Trip Investment through Special Purpose Vehicles, or SAFE Circular 37, for the purpose of simplifying the approval process and for the promotion of the cross-border investment. SAFE Circular 37 supersedes the Notice on Relevant Issues on the Foreign Exchange Administration of Raising Funds through Overseas Special Purpose Vehicle and Investing Back in China by Domestic Residents, and revises and regulates the relevant matters involving foreign exchange registration for round-trip investment. Under SAFE Circular 37, (1) PRC residents (including PRC entities and PRC individuals) must register with the local branch of the State Administration of Foreign Exchange before he or she contributes assets or equity interest in an overseas special purpose vehicle that is directly established or indirectly controlled by the PRC resident for the purpose of conducting investment or financing; and (2) following the initial registration, PRC residents must update their SAFE registration when the offshore special purpose vehicle undergoes material events relating to any change of basic information, including change of such PRC citizens or residents’ name, operation term, increases or decreases in investment amount, transfers or exchanges of shares, or mergers or divisions.
Pursuant to the Circular of the State Administration of Foreign Exchange on Further Simplification and Improvement of Foreign Exchange Administration on Direct Investment, which was amended on December 30, 2019, the registrations described in the preceding paragraph must be directly reviewed and handled by qualified banks, and the State Administration of Foreign Exchange and its branches will perform indirect regulation over the foreign exchange registration through qualified banks.
Failure to comply with the registration procedures set forth in the State Administration of Foreign Exchange Circular 37 may result in restrictions being imposed on the foreign exchange activities of the relevant onshore company, including the payment of dividends and other distributions to its offshore parent or affiliate, and may also subject relevant PRC residents to penalties under PRC foreign exchange administration regulations. PRC residents who control the company from time to time are required to register with the State Administration of Foreign Exchange in connection with their investments in the company. Moreover, failure to comply with the various registration requirements described above could result in liability under PRC law for evasion of foreign exchange controls.
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Regulations on Stock Incentive Plans
On February 15, 2012, the State Administration of Foreign Exchange promulgated the Notice on Foreign Exchange Administration of PRC Residents Participating in Share Incentive Plans of Offshore Listed Companies. Individuals participating in any stock incentive plan of any overseas publicly listed company who are Chinese citizens or foreign citizens who reside in mainland China for a continuous period of not less than one year, subject to a few exceptions, are required to register with the State Administration of Foreign Exchange or its local branches and complete certain other procedures. These plan participants must also retain an overseas entrusted institution to handle matters in connection with their exercise of stock options, the purchase and sale of corresponding stock or interests and fund transfers. In addition, the agent in China is required to further amend the registration as required by State Administration of Foreign Exchange with respect to the stock incentive plan if there is any material change to the stock incentive plan, the mainland Chinese agent or the overseas entrusted institution or other material changes. The Chinese agents must, on behalf of the PRC residents who have the right to exercise the employee share options, apply to the State Administration of Foreign Exchange or its local branches for an annual quota for the payment of foreign currencies in connection with the PRC residents’ exercise of the employee share options. The foreign exchange proceeds received by the PRC residents from the sale of shares under the stock incentive plans granted and dividends distributed by the overseas listed companies must be remitted into the bank accounts in China opened by the Chinese agents before distribution to such PRC residents. Under the Circular of the State Administration of Taxation on Issues Concerning Individual Income Tax in Relation to Equity Incentives promulgated by the State Administration of Taxation and effective from August 24, 2009, listed companies and their domestic organizations must, according to the individual income tax calculation methods for “wage and salary income” and stock option income, lawfully withhold and pay individual income tax on such income.
Regulations on Loans Between a Foreign Company and its Chinese Subsidiaries
A loan made by foreign investors as shareholders in a foreign-invested enterprise is considered to be foreign debt in the PRC and is regulated by various laws and regulations, including the Regulation on Foreign Exchange Administration of the PRC, the Interim Provisions on the Management of Foreign Debts promulgated by the State Administration of Foreign Exchange, the National Development and Reform Commission and the Ministry of Finance and most recently amended on July 26, 2022, the Administrative Measures for Registration of Foreign Debts promulgated by the State Administration of Foreign Exchange and amended on May 4, 2015, and the Notice of the People’s Bank of China on Matters Concerning the Prudent Macro Management of All Cross-Border Financing promulgated on January 11, 2017. Under these rules, a shareholder loan in the form of foreign debt made to a Chinese entity does not require the prior approval of the State Administration of Foreign Exchange. However, such foreign debt must be registered with and recorded by the State Administration of Foreign Exchange or its local branches. Circular 28 provides that a non-financial enterprise in the pilot areas may register the permitted amounts of foreign debts, which is as twice of the non-financial enterprise’s net assets, at the local foreign exchange bureau. Such non-financial enterprise may borrow foreign debts within the permitted amounts and directly handle the relevant procedures in banks without registration of each foreign debt. However, the non-financial enterprise should report its international income and expenditure regularly.
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Regulations Relating to Outbound Direct Investment
The Administrative Measures on Overseas Investments was promulgated by the National Development and Reform Commission and took effect on March 1, 2018. Pursuant to it, non-sensitive overseas investment projects are required to make record filings with the local branch of the National Development and Reform Commission. On September 6, 2014, the Ministry of Commerce promulgated the Administrative Measures on Overseas Investments, which took effect on October 6, 2014. According to this regulation, overseas investments of PRC enterprises that involve non-sensitive countries and regions and non-sensitive industries must make record filings with a local branch of Ministry of Commerce. The Notice of State Administration of Foreign Exchange on Further Improving and Adjusting Foreign Exchange Administration Policies for Direct Investment was issued by the State Administration of Foreign Exchange in 2012 and last amended on December 30, 2019, under which PRC enterprises must register for overseas direct investment with local banks. The shareholders or beneficial owners who are PRC entities are required to be in compliance with the related overseas investment regulations. If they fail to complete the filings or registrations required by overseas direct investment regulations, the relevant authority may order them to suspend or cease the implementation of such investment and make corrections within a specified time.
Regulations Relating to MA Rules and Overseas Listing
On August 8, 2006, six PRC regulatory agencies, including Ministry of Commerce, the State-owned Assets Supervision and Administration Commission of the State Council, the State Administration of Taxation, the State Administration for Market Regulation, the CSRC and the State Administration of Foreign Exchange, issued the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the MA Rules, which was amended on June 22, 2009. Foreign investors are subject to the MA Rules when they purchase equity interest of a domestic company or subscribe for the increased capital of a domestic company that changes a domestic company into a foreign-invested enterprise; or when the foreign investors establish a foreign-invested enterprise in the PRC, purchase the assets of a domestic company and operate the assets via such foreign-invested enterprise; or when the foreign investors purchase the assets of a domestic company, establish a foreign-invested enterprise by injecting such assets and operate the assets. The MA Rules require offshore special purpose vehicles formed for overseas listing purposes through acquisitions of PRC domestic companies and controlled by PRC companies or individuals to obtain the approval of the CSRC prior to publicly listing their securities on an overseas stock exchange. The MA Rules also provide that if a PRC entity or individual plans to merge or acquire its related PRC entity through an overseas company legitimately incorporated or controlled by such entity or individual, such a merger or acquisition shall be subject to examination and approval by the Ministry of Commerce.
The MA Rules and other recently adopted regulations and rules concerning mergers and acquisitions also establish additional procedures and requirements that could make merger and acquisition activities by foreign investors more time-consuming and complex. For example, the MA Rules require that Ministry of Commerce be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise, if (i) any important industry is concerned, (ii) such transaction involves factors that impact or may impact national economic security or (iii) such transaction will lead to a change in control of a domestic enterprise which holds a famous trademark or PRC time-honored brand.
On July 6, 2021, the PRC governmental authorities issued the Opinions on Strictly Scrutinizing Illegal Securities Activities in Accordance with the Law. These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies and proposed to take effective measures, such as promoting the construction of relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies.
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On December 27, 2021, the National Development and Reform Commission and the Ministry of Commerce jointly issued the 2021 Negative List, which became effective on January 1, 2022. Pursuant to that, if a domestic company engaging in the prohibited business stipulated in the 2021 Negative List seeks an overseas offering and listing, it shall obtain the approval from the competent governmental authorities. Besides, the foreign investors of the company shall not be involved in the company’s operation and management, and their shareholding percentage shall be subject, mutatis mutandis, to the relevant regulations on the domestic securities investments by foreign investors.
On February 17, 2023, the CSRC released a set of regulations consisting of 6 documents, including the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, and 5 supporting guidelines, collectively, the Filing Measures, effective March 31, 2023. The Filing Measures establish a new filing-based regime to regulate overseas offerings and listings by domestic companies. According to the Filing Measures, the overseas offering and listing by a domestic company, whether directly or indirectly, shall be filed with the CSRC. The overseas offering or listing shall be considered as an indirect overseas offering and listing by a domestic enterprise, if the issuer meets both of the following conditions: (i) the operating revenue, gross profit, total assets, or net assets of the domestic operating entities in the most recent fiscal year accounts more than 50% of the relevant line item in the issuer’s audited consolidated financial statement for that year; and (ii) the business operation is mainly carried out in the PRC or the main places of business are located in the PRC, or senior management personnel responsible for business operations and management are mostly PRC citizens or are ordinarily resident in the PRC. The determination of an indirect offering and listing will be conducted on a “substance over form” basis.
According to the Trial Measures, an overseas offering and listing is prohibited under any of the following circumstances: (i) if the intended securities offering and listing is specifically prohibited by national laws and regulations and relevant provisions; (ii) if the intended securities offering and listing constitutes endangers to national security as reviewed and determined by competent authorities under the State Council in accordance with law; (iii) if, in the past three years, the domestic enterprise or its controlling shareholders or actual controllers have committed corruption, bribery, embezzlement, misappropriation of property, or other criminal offenses disruptive to the order of the socialist market economy; (iv) if the domestic enterprise is under investigation according to law for suspected crimes or major violations of laws and regulations, but no clear conclusions have been reached; or (v) if there are material ownership disputes over the equity held by the controlling shareholder or by other shareholders that are controlled by the controlling shareholder and/or actual controller.
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The Filing Measures, among others, require the issuer or its main operational entity in the PRC to: (i) file with the CSRC for its initial public offering or listing within three working days after the submission of listing application documents outside mainland China; (ii) file with the CSRC for its follow-on securities offerings in the same offshore market within three working days after the completion of such offerings; (iii) file with the CSRC for its offerings or listing in offshore stock market other than the stock market of its initial public offering or listing within three working days after the submission of offering application outside mainland China; (iv) report material events to the CSRC within three working days after the occurrence and announcement of such events, including, among other things, the change of control, investigation or penalties imposed by relevant authorities, the conversion of listing status or the transfer of listing board.
On February 17, 2023, the CSRC also held a press conference for the release of the Trial Measures and issued the Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Companies, which, among others, clarifies that (1) the domestic companies that have already been listed overseas before the effective date of the Trial Measures (i.e., March 31, 2023) shall be deemed as the Existing Applicants. The Existing Applicants are not required to complete the filing procedures immediately, and they shall be required to file with the CSRC when subsequent matters such as refinancing are involved; (2) a six-month transition period will be granted to domestic companies which, prior to the effective date of the Trial Measures, have already obtained the approval from overseas regulatory authorities or stock exchanges (such as pass of hearing for listing in Hong Kong or the effectiveness of registration statement for listing in the United States), but have not completed the indirect overseas listing; if such domestic companies complete their overseas offering and listing within such six-month period (i.e., before September 30, 2023), they will be deemed as Existing Applicants. Within such six-month transition period, however, if such domestic companies need to re-apply for offering and listing procedures to the overseas regulatory authority or securities exchanges (such as being required to go through a new hearing procedure in Hong Kong), or if they fail to complete their indirect overseas issuance and listing, such domestic companies shall complete the filing procedures with the CSRC within 3 business days after submitting valid applications for overseas offering and listing; (3) for applicants who have received approval from the CSRC for a direct overseas listing, they may continue to pursue the overseas listing during the validity period of the approval. Those who have not completed the overseas issuance and listing upon the expiry of the approval period should file the application as required; and (4) for the overseas listing of companies with contractual arrangements, the CSRC will solicit opinions from relevant regulatory authorities and complete the filing of the overseas listing of companies with these domestic companies which duly meet their compliance requirements, and support their development and growth by enabling them to utilize both markets and their resources.
Furthermore, non-compliance with the Trial Measures or an overseas listing completed in breach of the Trial Measures may result in (i) relevant domestic companies being required to correct the illegal behavior, and a warning and a fine of RMB1 million to RMB10 million imposed on the them; (ii) a warning and a fine of RMB500,000 to RMB5,000,000 imposed on the directly responsible supervisors and other directly responsible person; (iii) if the controlling shareholder or actual controller of the domestic enterprise organizes or incites the aforesaid illegal acts, a fine of RMB1 million to RMB10 million shall be imposed on them, and a fine of RMB500,000 to RMB5,000,000 shall be imposed on the directly responsible supervisors and other directly responsible person.
On February 24, 2023, the CSRC, jointly with other relevant governmental authorities, promulgated the revised Provisions on Strengthening Confidentiality and Archives Management of Overseas Securities Issuance and Listing by Domestic Enterprises, or the Confidentiality and Archives Management Provisions, and upon becoming effective on March 31, 2023, such provisions will supersede the currently effective Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing. According to the Confidentiality and Archives Management Provisions, domestic companies, whether offering and listing securities overseas directly or indirectly, must strictly abide by the applicable laws and regulations, enhance the sense of confidentiality, improve the archives management system, and take necessary measures to implement the confidentiality and archives management responsibilities when providing or publicly disclosing, either directly or through their overseas listed entities, documents and materials to securities services providers such as securities companies and accounting firms or overseas regulators in the process of their overseas offering and listing. In the event that such documents or materials contain any information related to state secrets or government authorities work secrets, domestic companies must obtain the approval from competent governmental authorities according to the applicable laws, and file with the secrecy administrative department at the same level with the approving governmental authority; and in the event that such documents or materials, if divulged, will jeopardize national security or public interest, domestic companies should strictly fulfill relevant procedures stipulated by applicable laws and regulations. Furthermore, domestic companies should also provide a written statement about whether they have completed the approval or filing procedures as above when providing documents and materials to securities companies and securities service providers, and the securities companies and securities service providers should properly retain such written statements for inspection. Securities companies and securities service providers shall also fulfill the applicable legal procedures according to the Confidentiality and Archives Management Provisions when providing overseas regulatory institutions and other relevant institutions and individuals with documents or materials containing any state secrets or government authorities work secrets or other documents or materials that, if divulged, will jeopardize national security or public interest.
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C. Organizational Structure
The following diagram illustrates our corporate structure as of the date of this annual report, including our principal subsidiaries and the principal consolidated affiliated entities:
| (1) | Shenzhen Ping An Financial Technology Consulting Co., Ltd, Xinjiang Tongjun Equity Investment Limited Partnership, Shanghai Lanbang Investment Limited Liability Company and Linzhi Jinsheng Investment Management Limited Partnership hold 49.99%, 29.55%, 18.29% and 2.17%, respectively, of the equity interests in each of Shanghai Xiongguo and Shenzhen Lufax Enterprise Management. |
| Shenzhen Ping An Financial Technology Consulting Co., Ltd is wholly owned by Ping An Insurance. Xinjiang Tongjun Equity Investment Limited Partnership is a limited partnership incorporated under the laws of the PRC, and each of the two individuals, Mr. Wenwei Dou and Ms. Wenjun Wang, owns 50% of Xinjiang Tongjun Equity Investment Limited Partnership’s interests. Shanghai Lanbang Investment Limited Liability Company is a company incorporated under the laws of the PRC, and each of the two individuals, Mr. Xuelian Yang and Mr. Jingkui Shi, owns 50% of Shanghai Lanbang Investment Limited Liability Company’s shares. Linzhi Jinsheng Investment Management Limited Partnership is a limited partnership incorporated under the laws of the PRC, and Mr. Xuelian Yang owns 60% and Mr. Jingkui Shi owns 40% of Linzhi Jinsheng Investment Management Limited Partnership’s interests. |
| (2) | Shanghai Xiongguo and Shanghai Huikang Information Technology Co., Ltd. hold 99.995% and 0.005%, respectively, of the equity interests in Shanghai Lufax. Shanghai Xiongguo holds 100% of the equity interests in Shanghai Huikang Information Technology Co., Ltd., which in turn beneficially owns 100% of the equity interests in Shanghai Lufax. |
| (3) | Ping An Puhui Enterprises Management holds the remaining 9.375% of the equity interests in Chongqing Jin’an Microloan Co., Ltd. |
| (4) | Ping An Insurance holds the remaining 30% of the equity interests in Ping An Consumer Finance Co., Ltd. |
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Our Relationship with Ping An Group
Ping An Group is a leading retail financial services group in the PRC, which principally engages in the following businesses:
| • | Insurance: the insurance business of Ping An Group consists of: (i) life and health insurance business; and (ii) property and casualty insurance business. |
| • | Banking: the banking business of Ping An Group is conducted through Ping An Bank, a national joint-stock commercial bank headquartered in Shenzhen, the PRC, and listed on the Shenzhen Stock Exchange. It provides corporate, retail and government clients with multiple banking and financial services through outlets and branches across the PRC. |
| • | Asset management: the asset management business of Ping An Group consists of trust business, securities business and other asset management business. |
In addition, the technology business of the Ping An ecosystem provides various financial and dailylife services through internet platforms, conducted through: (i) OneConnect Financial Technology Co., Ltd., a technology-as-a-service provider and listed on the NYSE and Hong Kong Stock Exchange; (ii) Ping An Healthcare and Technology Company Limited, a leading online healthcare services platform in the PRC and listed on the Hong Kong Stock Exchange; (iii) Autohome Inc., a leading online automotive services platform in the PRC and listed on the NYSE and Hong Kong Stock Exchange; and (iv) our company, the principal business of which is set out in this annual report.
We enjoy significant benefits by having members of Ping An Group as our principal shareholders and strategic partners and by having extensive cooperation across the Ping An ecosystem. Our business operations and development strategies are supported by Ping An Group in a number of key areas including branding, customer acquisition, credit enhancement, analytics and insights, licenses, and technology. As part of the Ping An ecosystem, we enjoy access to the rest of the Ping An ecosystem and products capabilities spanning insurance, investment, and banking, and have established close business cooperation with Ping An Group, including a mutually beneficial relationship with our credit enhancement partner Ping An PC, which provided credit enhancement to 70.6% of the outstanding balance of loans we had facilitated as of December 31, 2022. Through the Ping An ecosystem, we also have access to valuable insights built on analytics. In addition, many of the technologies that we use, such as facial and voice recognition technology, AI and machine learning algorithms, and the application of blockchain to suitability management, have been licensed from Ping An Group and OneConnect.
Contractual Arrangements with the Principal Consolidated Affiliated Entities
PRC laws and regulations impose restrictions on foreign ownership and investment in certain internet-based businesses. We are a Cayman Islands exempted company and our PRC subsidiaries are considered foreign-invested enterprises. To comply with PRC laws, regulations and regulatory requirements, we have entered into a series of contractual arrangements, mainly (i) through Weikun (Shanghai) Technology, our wholly foreign owned entity, with Shanghai Xiongguo and Shanghai Lufax, the consolidated affiliated entities, and the shareholders of Shanghai Xiongguo and Shanghai Lufax to direct the activities of Shanghai Xiongguo and Shanghai Lufax and their subsidiaries, and (ii) through Lufax (Shenzhen) Technology, our wholly foreign owned entity, with Shenzhen Lufax Enterprise Management, the consolidated affiliated entity, and the shareholders of Shenzhen Lufax Enterprise Management to direct the activities of Shenzhen Lufax Enterprise Management and its subsidiaries.
We currently conduct some of our business through the principal consolidated affiliated entities, Shanghai Xiongguo, Shanghai Lufax and Shenzhen Lufax Enterprise Management, and their subsidiaries based on these contractual arrangements, which allow us to:
| • | direct the activities of the consolidated affiliated entities and their subsidiaries; |
| • | receive substantially all of the economic benefits from the consolidated affiliated entities and their subsidiaries; and |
| • | hold an exclusive option to purchase all or part of the equity interests and/or assets in the consolidated affiliated entities when and to the extent permitted by PRC law. |
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As a result of these contractual arrangements, we have become the primary beneficiary of the consolidated affiliated entities under IFRS. We have consolidated the financial results of Shanghai Xiongguo, Shanghai Lufax and Shenzhen Lufax Enterprise Management and their subsidiaries in our consolidated financial statements in accordance with IFRS.
Contractual Arrangements with Shanghai Xiongguo, Shanghai Lufax and Their Respective Shareholders
Agreements that Allow Us to Receive Economic Benefits from Shanghai Xiongguo and Shanghai Lufax
Exclusive Business Cooperation Agreements. Weikun (Shanghai) Technology entered into exclusive business cooperation agreements with each of Shanghai Xiongguo and Shanghai Lufax. Pursuant to these agreements, Weikun (Shanghai) Technology has the exclusive right to provide Shanghai Xiongguo and Shanghai Lufax with comprehensive business support, technical support and consulting services. Without Weikun (Shanghai) Technology’s prior written consent, Shanghai Xiongguo and Shanghai Lufax shall not accept any consulting and/or services covered by these agreements from any third party. Shanghai Xiongguo and Shanghai Lufax agree to pay service fees based on services provided and market conditions on a quarterly basis. Weikun (Shanghai) Technology owns the intellectual property rights arising out of the services performed under these agreements. Unless Weikun (Shanghai) Technology terminates these agreements or pursuant to other provisions of these agreements, these agreements will remain effective for ten years and will be automatically renewed for another five years unless terminated by Weikun (Shanghai) Technology with 30 days’ advance written notice.
Agreements that Enable Us to Direct the Activities of Shanghai Xiongguo and Shanghai Lufax
Voting Proxy Agreements. Through a series of voting proxy agreements, each shareholder of Shanghai Xiongguo and Shanghai Lufax irrevocably authorizes Weikun (Shanghai) Technology or any person(s) designated by Weikun (Shanghai) Technology to act as its attorney-in-fact to exercise all of such shareholder’s voting and other rights associated with the shareholder’s equity interest in Shanghai Xiongguo and Shanghai Lufax, including but not limited to the right to attend shareholder meetings on behalf of such shareholder, the right to appoint legal representatives, directors, supervisors and chief executive officers and other senior management, and the right to sell, transfer, pledge and dispose of all or a portion of the shares held by such shareholder. The voting proxy agreement is irrevocable and remains in force continuously upon execution.
Share Pledge Agreements. Weikun (Shanghai) Technology has entered into share pledge agreements with Shanghai Xiongguo and Shanghai Lufax and their respective shareholders. Pursuant to these share pledge agreements, the shareholders of Shanghai Xiongguo and Shanghai Lufax have pledged all of their equity interests in Shanghai Xiongguo and Shanghai Lufax to Weikun (Shanghai) Technology to guarantee the performance by such shareholders and Shanghai Xiongguo and Shanghai Lufax of their respective obligations under the exclusive business cooperation agreements, the voting proxy agreements, the exclusive option agreements, and any amendment, supplement or restatement to such agreements. If Shanghai Xiongguo and Shanghai Lufax or any of their shareholders breach any obligations under these agreements, Weikun (Shanghai) Technology, as pledgee, will be entitled to dispose of the pledged equity and have priority to be compensated by the proceeds from the disposal of the pledged equity. The shareholders of Shanghai Xiongguo and Shanghai Lufax agree that before their obligations under the contractual arrangements are discharged, they will not dispose of the pledged equity interests or create or allow any encumbrance on the pledged equity interests which may result in the change of the pledged equity that may have adverse effects on the pledgee’s rights under these agreements without the prior written consent of Weikun (Shanghai) Technology. These share pledge agreements will remain effective until Shanghai Xiongguo and Shanghai Lufax and their shareholders discharge all their obligations under the contractual arrangements. We have completed the registration of the above share pledge with the relevant office of the Administration for Industry and Commerce of China in 2015. In light of the amendments to the contractual arrangements in February 2023, we intend to complete the registration of each of the share pledge agreements in relation to Shanghai Xiongguo and Shanghai Lufax as soon as practicable.
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Agreements that Provide Us with Option to Purchase the Equity Interests and Assets in Shanghai Xiongguo and Shanghai Lufax
Exclusive Option Agreements. Weikun (Shanghai) Technology has entered into exclusive option agreements with Shanghai Xiongguo and Shanghai Lufax and their respective shareholders. Pursuant to these exclusive option agreements, the shareholders of Shanghai Xiongguo and Shanghai Lufax have irrevocably granted our Weikun (Shanghai) Technology or any third party designated by Weikun (Shanghai) Technology an exclusive option to purchase all or part of their respective equity interests in Shanghai Xiongguo and Shanghai Lufax. In addition, Shanghai Xiongguo and Shanghai Lufax have irrevocably granted Weikun (Shanghai) Technology or any third party designated by Weikun (Shanghai) Technology an exclusive option to purchase all or part of their respective assets in Shanghai Xiongguo and Shanghai Lufax. The purchase price of equity interests in Shanghai Xiongguo and Shanghai Lufax will be the lowest price permitted by law. The purchase price of assets in Shanghai Xiongguo and Shanghai Lufax will be the lowest price permitted by law. Without Weikun (Shanghai) Technology’s prior written consent, Shanghai Xiongguo and Shanghai Lufax shall not amend their articles of association, increase or decrease the registered capital, sell, dispose of or set any encumbrance on their assets, business or revenue, enter into any material contract outside the ordinary course of business, merge with any other persons, make any investments or distribute dividends. The shareholders of Shanghai Xiongguo and Shanghai Lufax also undertake that they will not transfer, gift or otherwise dispose of their respective equity interests in Shanghai Xiongguo and Shanghai Lufax to any third party or create or allow any encumbrance on their equity interests within the terms of these agreements. These agreements will remain effective for ten years and will be automatically renewed for another five years unless terminated by Weikun (Shanghai) Technology with 30 days’ advance written notice.
Contractual Arrangements with Shenzhen Lufax Enterprise Management and Its Shareholders
Agreement that Allows Us to Receive Economic Benefits from Shenzhen Lufax Enterprise Management
Exclusive Business Cooperation Agreement. Lufax (Shenzhen) Technology entered into exclusive business cooperation agreement with Shenzhen Lufax Enterprise Management. Pursuant to the agreement, Lufax (Shenzhen) Technology has the exclusive right to provide Shenzhen Lufax Enterprise Management with comprehensive business support, technical support and consulting services. Without Lufax (Shenzhen) Technology’s prior written consent, Shenzhen Lufax Enterprise Management shall not accept any consulting and/or services covered by the agreement from any third party. Shenzhen Lufax Enterprise Management agrees to pay service fees on a quarterly basis. Lufax (Shenzhen) Technology owns the intellectual property rights arising out of the services performed under the agreement. Unless Lufax (Shenzhen) Technology terminates the agreement or pursuant to other provisions of the agreement, the agreement will remain effective for ten years and will be automatically renewed for another five years unless terminated by Lufax (Shenzhen) Technology with 30 days’ advance written notice.
Agreements that Enable Us to Direct the Activities of Shenzhen Lufax Enterprise Management
Voting Proxy Agreement. Through the voting proxy agreement, each shareholder of Shenzhen Lufax Enterprise Management irrevocably authorizes Lufax (Shenzhen) Technology or any person(s) designated by Lufax (Shenzhen) Technology to act as its attorney-in-fact to exercise all of such shareholder’s voting and other rights associated with the shareholder’s equity interest in Shenzhen Lufax Enterprise Management, including but not limited to the right to attend shareholder meetings on behalf of such shareholder, the right to appoint legal representatives, directors, supervisors and chief executive officers and other senior management, and the right to sell, transfer, pledge and dispose of all or a portion of the shares held by such shareholder. The voting proxy agreement is irrevocable and remains in force continuously upon execution.
Share Pledge Agreement. Lufax (Shenzhen) Technology has entered into a share pledge agreement with each shareholder of Shenzhen Lufax Enterprise Management. Pursuant to the share pledge agreement, each shareholder of Shenzhen Lufax Enterprise Management has pledged all its equity interest in Shenzhen Lufax Enterprise Management to Lufax (Shenzhen) Technology to guarantee the performance by such shareholder and Shenzhen Lufax Enterprise Management of their respective obligations under the exclusive business cooperation agreement, the voting proxy agreement, the exclusive option agreements, and any amendment, supplement or restatement to such agreements. If Shenzhen Lufax Enterprise Management or any of its shareholders breaches any obligations under these agreements, Lufax (Shenzhen) Technology, as pledgee, will be entitled to dispose of the pledged equity and have priority to be compensated by the proceeds from the disposal of the pledged equity. Each of the shareholders of Shenzhen Lufax Enterprise Management agrees that before its obligations under the contractual arrangements are discharged, it will not dispose of the pledged equity interests or create or allow any encumbrance on the pledged equity interests which may result in the change of the pledged equity that may have adverse effects on the pledgee’s rights under these agreements without the prior written consent of Lufax (Shenzhen) Technology. The share pledge agreement will remain effective until Shenzhen Lufax Enterprise Management and its shareholders discharge all their obligations under the contractual arrangements. We have completed the registration of the share pledge with the relevant office of the Administration for Market Regulation of China in April 2019.
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Letters of Undertakings. Each of the four individual shareholders of the direct shareholders of Shenzhen Lufax Enterprise Management signed a letter of undertakings to our company. Under these letters, the signing indirect shareholder has separately irrevocably undertaken, in the event of his or her death or loss of capacity or any other events that could possibly affect his or her capacity to fulfill his or her obligations under the contractual arrangement, that he or she will unconditionally transfer his or her equity interest in Shenzhen Lufax Enterprise Management to any person designated by Shenzhen Lufax Enterprise Management and the transferee will be deemed to be a party to the contractual arrangements and will assume all of his or her rights and obligations as such under the contractual arrangements. Each signing indirect shareholder represents that his or her spouse has no ownership interest in his or her equity interest in Shenzhen Lufax Enterprise Management. Each signing indirect shareholder further represents that, he or she will not, commit any conduct or omission that is contrary to the purpose and intention of the contractual arrangements, that leads or may lead to any conflict of interest between Shenzhen Lufax Enterprise Management and our company and our subsidiaries, and that if, during his or her performance of the contractual arrangements, there is a conflict of interest between the signing indirect shareholder and our company and our subsidiaries, the signing indirect shareholder will protect the legal interests of Lufax (Shenzhen) Technology under the contractual arrangements and follow the instructions of our company.
Spousal Consent Letters. The spouses of the four individual shareholders of the direct shareholders of Shenzhen Lufax Enterprise Management each signed a spousal consent letter. Under these letters, each signing spouse respectively agreed that he or she was aware of the equity interest beneficially owned by his or her spouse in Shenzhen Lufax Enterprise Management and the relevant contractual arrangements in connection with such equity interest. The signing spouse unconditionally and irrevocably confirmed that he or she does not have any equity interest in Shenzhen Lufax Enterprise Management and committed not to impose any adverse assertions upon his or her spouse’s respective equity interest. Each signing spouse further confirmed that such equity interest may be disposed of pursuant to the relevant contractual arrangements, and committed that he or she will take all necessary measures for the performance of those arrangements.
Agreements that Provide Us with Option to Purchase the Equity Interests and Assets in Shenzhen Lufax Enterprise Management
Exclusive Option Agreements. Lufax (Shenzhen) Technology has entered into exclusive option agreements with Shenzhen Lufax Enterprise Management and its shareholders. Pursuant to these exclusive option agreements, the shareholders of Shenzhen Lufax Enterprise Management have irrevocably granted Lufax (Shenzhen) Technology or any third party designated by Lufax (Shenzhen) Technology an exclusive option to purchase all or part of their respective equity interests in Shenzhen Lufax Enterprise Management. In addition, Shenzhen Lufax Enterprise Management has irrevocably granted Lufax (Shenzhen) Technology or any third party designated by Lufax (Shenzhen) Technology an exclusive option to purchase all or part of their respective assets in Shenzhen Lufax Enterprise Management. The purchase price of equity interests in Shenzhen Lufax Enterprise Management will be the higher of (i) the total capital contribution to the registered capital of Shenzhen Lufax Enterprise Management multiplied by the percentage of equity interests purchased, (ii) the amount of loan provided by Lufax (Shenzhen) Technology multiplied by the percentage of equity interests purchased, if applicable, and (iii) the lowest price permitted by law. The purchase price of assets in Shenzhen Lufax Enterprise Management will be the higher of the net book value of the assets to be purchased and the lowest price permitted by law. Without Lufax (Shenzhen) Technology’s prior written consent, Shenzhen Lufax Enterprise Management shall not amend their articles of association, increase or decrease the registered capital, sell, dispose of or set any encumbrance on their assets, business or revenue, enter into any material contract outside the ordinary course of business, merge with any other persons, make any investments or distribute dividends. The shareholders of Shenzhen Lufax Enterprise Management also undertake that they will not transfer, gift or otherwise dispose of their respective equity interests in Shenzhen Lufax Enterprise Management to any third party or create or allow any encumbrance on their equity interests within the terms of these agreements. These agreements will remain effective for ten years and will be automatically renewed for another five years unless terminated by Lufax (Shenzhen) Technology with 30 days’ advance written notice.
In the opinion of Haiwen Partners, our PRC counsel: (i) the structures of the consolidated affiliated entities and our WFOEs currently do not result in violation of PRC laws and regulations currently in effect; and (ii) except for certain clauses regarding the remedies or reliefs that may be awarded by an arbitration tribunal and the power of courts to grant interim remedies in support of the arbitration and the winding-up and liquidation arrangements, the agreements under the contractual arrangements between our WFOEs, the consolidated affiliated entities and their shareholders governed by PRC law are valid, binding and enforceable against each party thereto in accordance with their terms and applicable PRC laws and regulations currently in effect, and do not result in violation of PRC laws or regulations currently in effect. However, as of the date of this annual report, the legality and enforceability of our contractual arrangements, as a whole, have not been tested in any PRC court, and we cannot guarantee you that the contractual arrangements, as a whole, would ultimately be legal or enforceable if they were to be tested in a PRC court.
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However, Haiwen Partners, our PRC counsel, has also advised that there are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules. Accordingly, the PRC regulatory authorities may in the future take a view that is contrary to the above opinion of our PRC counsel. If the PRC government finds that the agreements that establish the structure for the operation of the consolidated affiliated entities do not comply with PRC government restrictions on foreign investment in our business, we could be subject to severe penalties, including being prohibited from continuing operations. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Corporate Structure” and “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China.”
| D. | Property, Plant and Equipment |
We are headquartered in Shanghai. We had 662 offices in China and another 3 offices in Hong Kong and Indonesia as of December 31, 2022. The following table sets forth a summary of our facilities as of December 31, 2022:
| Number of Facilities | Aggregate Size (m2) | |||||||
| Guangdong |
71 | 73,707 | ||||||
| Jiangsu |
63 | 64,747 | ||||||
| Shanghai |
15 | 56,504 | ||||||
| Shandong |
44 | 41,210 | ||||||
| Hubei |
30 | 36,350 | ||||||
| Henan |
29 | 33,576 | ||||||
| Hebei |
36 | 33,489 | ||||||
| Sichuan |
31 | 31,742 | ||||||
| Anhui |
21 | 26,458 | ||||||
| Hunan |
23 | 20,561 | ||||||
| Others |
302 | 202,120 | ||||||
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|
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| Total |
665 | 620,465 | ||||||
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As of December 31, 2022, properties that we own have a total gross floor area of 3,603 square meters and each owned property ranges from a gross floor area of approximately 79 square meters to 136 square meters.
We lease our premises under lease agreements. The lease terms vary typically from one to six years. As of December 31, 2022, our leased properties have a total gross floor area of over 620,000 square meters. Much of our system hardware is hosted in leased facilities located in Shanghai, Shenzhen and Hebei that are operated by our IT staff. We also maintain a real-time backup system and a remote backup system at separate facilities also located in Shanghai, Shenzhen and Hebei.
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
None.
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Item 5. Operating and Financial Review and Prospects
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included elsewhere in this annual report. This discussion contains forward-looking statements that involve risks and uncertainties about our business and operations. Our actual results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those we describe under “Item 3. Key Information—D. Risk Factors” and elsewhere in this annual report.
| A. | Operating Results |
Overview
We are a leading financial services enabler for SBOs in China. We offer financing products designed principally to address the needs of SBOs. Through our offline-to-online model, we have served a total of over 6.6 million SBOs in China since our founding, as of December 31, 2022. Our total balance of retail credit enabled reached RMB576.5 billion as of the same date.
Under our core retail credit and enablement model, the borrower is charged fees for the loan that include interest for the lender, guarantee or insurance fees for the guarantor or insurer and enablement service fees for the enabler. (Where the lender bears all the credit risk, there is no separate guarantee or insurance fee.) The aggregate of the fees charged to the borrower in proportion to the outstanding balance of the loan constitutes the borrower’s effective APR. What we earn depends on how the loan is structured. When the lender is a trust that we consolidate, we earn the spread between the aggregate of the fees that are paid by the borrower (including interest, guarantee fees and enablement service fees) and the interest that is paid to the investors in the trust as net interest income using the effective interest rate method. When the lender is a trust that we do not consolidate or the lender is a bank, the lender earns the interest while we earn the enablement service fees as retail credit and enablement service fee income and (if we provide a guarantee) guarantee fees as guarantee income. In each case, our operating net profit would also consider various operating expenses as well as credit impairment losses, to the extent that they would be attributable to the operation of our core retail credit and enablement model.
In addition to our core retail credit and enablement model, we earn referral income from platform service for the referral service we provide to bank partners through Lujintong, other technology platform–based income for service fees generated from distribution of financial institutions’ products, net interest income for loans made by our consumer finance subsidiary, and other income from account management service fees, penalty fees and other services fees.
Our total income grew from RMB52.0 billion in 2020 to RMB61.8 billion in 2021, and decreased to RMB58.1 billion (US$8.4 billion) in 2022. Our profit before income tax expenses grew from RMB17.9 billion in 2020 to RMB23.4 billion in 2021, and decreased to RMB13.0 billion (US$1.9 billion) in 2022. We made a net profit from 2020 to 2022, with net profits that increased from RMB12.3 billion in 2020 to RMB16.7 billion in 2021, and decreased to RMB8.8 billion (US$1.3 billion) in 2022. We had a net margin of 27.0% in 2021 and 15.1% in 2022.
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Factors Affecting Our Results of Operations
The Impact of Economic Conditions and Particularly Lockdowns and COVID-19 on Our Business
The demand for retail credit enablement in China is dependent upon overall economic conditions. General economic factors, including GDP growth, the interest rate environment and unemployment rates, may affect borrowers’ willingness to seek loans and ability to repay them. The gradual slowing in the growth rate of the Chinese economy in recent years has created headwinds for our own growth. Individuals’ levels of disposable income may affect their creditworthiness and potentially lead to changes in default rates. In addition, small business owners were particularly vulnerable to the effects of the temporary lock-downs that were imposed from time to time in different places in China to prevent the spread of COVID-19. Many small business owners cannot work remotely and rely on foot traffic and in-store purchases to generate sales.
Weakening economic conditions, combined with the impact of COVID-19, have weighed on borrowers’ willingness to borrow and ability to repay. Our total volume of new loans decreased from RMB648.4 billion in 2021 to RMB495.4 billion in 2022. These factors have also led to an increase in defaults on loans, including loans we have enabled or made. A combination of the growth in the risk-bearing loan balance on our balance sheet, the growth in our off-balance sheet guarantee exposure from our financing guarantee business and the impact of the COVID-19 pandemic on the Chinese economy has caused us to incur more indemnity loss and book more provisions anticipating deteriorating asset quality of the loan portfolios.
In early 2022, a resurgence of COVID-19 led to a series of regional lock-downs across China and suspension of offline business activities. To comply with government measures, we have adjusted our collection operations in Shanghai and certain other cities affected by the pandemic in China to be mainly focused on online activities, which adversely impacted the effectiveness of our collections services. As our core small business owner segment, which makes up the majority of our new loans enabled during 2022, has been among the earliest and most significantly impacted by the deteriorating macro environment, we witnessed worsening delinquency rates as well as rising credit impairment losses, weighing on our profitability during 2022.
While credit quality deterioration took place across the board in China during 2022, we witnessed growing differences in economic resilience in various regions, which led to significant divergence in credit performance by region. In response, we have been recalibrating our strategies to focus on higher quality borrowers in more economically resilient regions, optimizing our sales channel structure and productivity, revising our products and pricing, and enhancing our risk management capabilities to protect our business health and resiliency during economic downturns.
China recently began to modify its longstanding zero-COVID policy. There is still uncertainty as to the future impact of the virus, especially in light of this change in policy. Small business owners will need time to recover from the economic effects of the pandemic even after business conditions begin to return to normal.
The Effectiveness of Our Credit Risk and Capital Management
The end-to-end performance of our risk management system is crucial to the success of our business, in particular as we bear a higher proportion of credit risk on the loans we enable. Risk management empowers us to identify creditworthy customers who have been underserved by traditional financial institutions, offer differentiated products to borrowers with different risks profiles, and improve our overall loan performance.
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Delinquency rate is a backward looking indictor that reflects asset quality trend during a period in the past. As of December 31, 2020, 2021 and 2022, our DPD 30+ delinquency rate was 2.0%, 2.2% and 4.6%, respectively, and our DPD 90+ delinquency rate was 1.2%, 1.2% and 2.6%, respectively. Flow rate is a forward-looking indicator that estimates the percentage of current loans that will become non-performing at the end of three months. Our flow rate for general unsecured loans was around 0.5% or 0.6% for most of 2020 and 2021 before rising to around 1.2% as of December 31, 2022. Similarly, our flow rate for secured loans was around 0.1% or 0.2% for most of 2020 and 2021 before rising to around 0.7% by December 31, 2022. See “Item 4. Information on the Company—B. Business Overview—How We Enable Our Institutional Partners—Credit Risk Management” for more explanation.
To properly control our risk exposure, we have prudently managed our guarantee leverage ratio following “Regulations on the Supervision and Administration of Financing Guarantee Companies.” The regulations set forth that the outstanding guarantee liabilities of a financing guarantee company shall not exceed ten times its net assets, though the upper limit can be raised to 15 times for a financing guarantee company that mainly provides services to small and micro enterprises, the agriculture sector, rural villages and farmers. The guarantee leverage ratio of Ping An Puhui Financing Guarantee Co., Ltd, our subsidiary which provides financing guarantee services, was 1.8×, 1.8× and 2.0× as of December 31, 2020, 2021 and 2022, respectively. We believe we have ample room to further grow our guarantee business by taking on more risks but we will prudently keep the guarantee leverage ratio at an appropriate level.
The Evolution of Our Business Model
Anticipating the trend in regulatory guidance, we have been increasing the percentage of the risk that we bear on loans that we enable. The percentage of our total outstanding loans with credit risk exposure for our company increased from 6.3% in 2020 to 16.6% in 2021 and further to 23.5% in 2022, including both loans we guarantee through our financing guarantee subsidiary and loans we make through our consumer finance subsidiary.
We provide guarantee services through our financing guarantee subsidiary, which has licensed branches in 29 provinces. For loans funded by third parties where the lender requires credit enhancement, we guarantee a portion of the risk on each new loan transaction along with our credit enhancement providers. This also makes it possible for us to share data with our institutional partners in a manner that is fully compliant with regulatory requirements. Going forward, while we intend to increase the percentage of outstanding loans with credit risk exposure for our company to at least 30%, when and how much credit risk we take on and whether third-party credit enhancement is utilized depend on a dynamic mix of commercial factors, including the pricing of credit enhancement and the willingness of our funding partners to bear risk, as well as regulatory guidance. Our loan enablement can be done either with or without third-party credit enhancement, and if the cost of third-party credit enhancement is not commercially attractive, the proportion of loans for which we have credit risk could greatly exceed 30%, depending on the balance of risk and reward. Our financing guarantee subsidiary is well capitalized and has ample room to support an increasing level of risk exposure.
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Our increased credit exposure represents an important driver for our widening credit impairment losses as we recognized more loan impairment provisions against increasing risk exposure and we recognized more indemnity losses when we fulfilled our guarantee obligations to our funding partners for defaulted loans. Going forward, we expect the volatility of our credit impairment losses and indemnity losses to increase as we increase the volume of new loans we guarantee and as we experience fluctuations in delinquency indicators as a result of deterioriation or improvement in borrowers’ repayment ability and macro-economic environment changes. Furthermore, since we assess loan impairment provisions based on expected credit losses on a forward-looking basis, a number of significant assumptions or parameters are also required in applying the accounting requirements for measuring them, and our financial performance may experience more volatility depending on how actual borrower behavior deviates from our expectation.
In addition, the evolution of our business model has led to changes in the structure of our total income. The income contribution from guarantee income increased from 1.2% in 2020 to 7.1% in 2021 and 12.7% in 2022. Meanwhile, the growth in our consumer finance business together with our increased use of consolidated third-party trust plans has led to growing income contribution from net interest income, which we recognize on loans funded by these sources. The income contribution from net interest income increased from 14.9% in 2020 to 22.9% in 2021 and 32.7% in 2022.
Acquisition of High Quality Customers Through Multiple Channels
Our SBO financial services business primarily targets small business owners in China who have access to commercial bank credit, automobile and real estate property and financial assets. We have a robust distribution capability across multiple channels, including full-time direct sales employees, active third-party channel partners, and employees engaged in targeted online and telemarketing campaigns. In addition, we have an offline direct relationship management team that services third-party agents across China for Lujintong.
We strategically adjust our channel mix based on channel costs and effectiveness to enhance our ability to address the needs of the high quality borrowers we target. In light of repeated COVID-19 outbreaks leading to prolonged lockdowns across China and a further weakening in the macroeconomic environment in 2022, we have been prioritizing asset quality over asset growth by tightening up customer selection standards and focusing new customer acquisition in more economically resilient regions. We have also been revising our salesforce to concentrate on a smaller number of higher-quality borrowers and shifting to utilize more of our direct sales force channel for better quality control. The productivity of our direct sales force has been stable, as evidenced by the volume of new loans sourced per employee per month, which was RMB402 thousand in 2020, RMB427 thousand in 2021 and RMB363 thousand (US$53 thousand) in 2022. We believe our ability to properly and efficiently mobilize our sales channels to acquire high quality borrowers is essential to strengthen the resilience of our business through economic cycles and sustain our long-term growth and profitability.
The Mix, Pricing and Effective Tenor of Products and Services
We offer a full suite of products to meet different borrower demands, including general unsecured loans, secured loans and consumer finance loans, with a variety of tenors and sizes. We earn a mix of technology platform–based income, net interest income, guarantee income and penalty income, depending on the funding and credit enhancement arrangements. As our retail credit enablement service fees are comprised of loan enablement service fees and post-origination service fees, the relatively large ticket sizes and long tenors of the general unsecured loans and secured loans we enable give us a larger and more stable income stream with visibility beyond the current period.
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Our borrowers’ repayment behaviors and early repayment options affect the effective tenors of the loans we enable. Borrowers’ early repayments of loans reduce the number of months that our retail credit and enablement service fees or interest income can be recognized and thus affect the total amount of our fees and interest income in absolute terms. Borrowers’ decisions whether to make early repayments can be affected by a number of factors such as early repayment fees, interest rate trends and the availability of other financing options in the market. As the fees for our products and services vary, our income and profitability are affected by the amount and mix of our products and services.
Collaboration with Diversified Financial Institution Partners
Maintaining a healthy collaborative relationship with a diversified set of financial institution partners is critical to our business model. Many funding partners have worked with us for over three years. In 2022, 56.4% of the new loans we enabled were funded directly by a total of 75 banks, and another 31.7% by trust plans representing an even larger number of diverse partners. In 2022, none of our funding sources accounted for more than 10% of the funding for our outstanding loans. Historically, our ability to enable loans has not been constrained by our funding supply, but our funding supply in the future could be constrained by the commercial dynamics discussed in “—The Evolution of Our Business Model.” In addition, we collaborate with seven third-party credit insurance companies, including primarily Ping An PC, to extend credit enhancement for loans whose borrowers meet their desired risk profile.
In addition to working directly with financial institution partners, we also rolled out a new distribution channel, Lujintong, to improve our institutional partners’ borrower acquisition efficiency and our ability to target high quality borrowers. Lujintong is designed to help banks with strong risk management capabilities acquire borrowers directly through dispersed third-party agents nation-wide. Under this model, we do not participate in credit risk assessment and sharing. During 2022, Lujintong provided online services to more than 10,000 third-party agents in their efforts to enable loans, primarily through Ping An Bank.
The foundation of our loan enablement proposition is a dual KYC-plus-KYB approach. KYC assesses the SBOs’ creditworthiness as individuals, while KYB assesses the cash flow sustainability of their businesses. Sourcing borrowers with low credit risk provides value to both third-party funding partners and third-party credit enhancement providers and strengthens our relationships with them. As we continue to source high quality borrowers who require lower APRs, our collaboration with quality third-party partners who understand this segment of the market improves our ability to provide reasonably priced funding and credit enhancement solutions to our borrowers. Our mature collection framework and data collected from these efforts also represent an integral part of our value propositions, enhancing our relationship with our funding partners and credit enhancement providers.
Operational Efficiency
Our operational efficiency and cost structure have a large impact on the results of our business. Our variable costs are primarily comprised of sales and marketing expenses and operation and servicing expenses. Our sales and marketing expenses primarily relate to borrower acquisition expenses and, to a much lesser extent, investor acquisition and retention expenses. Our fixed costs, which are primarily comprised of general and administrative expenses and technology and analytics expenses, benefit significantly from economies of scale. In particular, the application of advanced technology in our credit assessment and loan collection process scales up our capabilities without a proportionate increase in operational expenses. Our fixed costs as a percentage of our total income declined from 9.2% in 2020 to 9.1% in 2021 and 8.1% in 2022.
Regulatory Environment in China
The regulatory environment for retail credit enablement in China is developing and evolving, creating both challenges and opportunities that could affect our financial performance. The Chinese government has been putting the pieces in place for a more mature regulatory framework covering all aspects of our business. New regulations may result in both opportunities and challenges for us by weeding out weaker players, triggering consolidation within the industry and increasing compliance risk. We have a proven record of navigating complex regulatory changes over the last several years, as we have comprehensively overhauled our product offerings and business models, and we will continue to make efforts to ensure that we are in compliance with the existing and new laws, regulations and governmental policies relating to our industry.
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On–And Off–Balance Sheet Treatment Of Loans And Risk Exposure
We have established diversified funding sources, including banks, trust plans and our own licensed microloan and consumer finance subsidiaries, to ensure that we have scalable and stable funding for the loans we enable. We help banks to source prospective borrowers and the banks extend loans to select individuals among those prospective borrowers using their own funds. We also work with trust companies to set up trust plans with loans that we enable as the underlying assets. We earn technology platform–based income for the loan enablement and post-origination services we provide to our funding partners and guarantee income for the credit enhancement services we provide. Third-party funding sources supplied a large majority of the funding for our outstanding loans in 2020, 2021 and 2022, with the remainder funded by us through our licensed microloan (up to 2020) and consumer finance (since 2020) subsidiaries. Those loans that are funded by us are recorded on our balance sheet at net carrying amount, whether or not third parties provide credit enhancement on those loans.
Due to the needs of investors in certain trust plans with loans we enabled as the underlying assets, we hold subordinated tranches of the trust plans or put in guarantee deposits. We consolidate the loans under this trust funding model on our balance sheet. In addition, we consolidate trust plans under other circumstances based on control and variable return assessment in accordance with IFRS 10. The arrangement of consolidated and unconsolidated trust plans is quite similar while the variable return could be different, depending on a dynamic mix of commercial factors. In 2020, 2021 and 2022, we have gradually lowered the APR on loans we enable. With the decrease in investor’s return as a result of decrease in market interest rate and the increase in the proportion of loans on which we bear credit risk, the magnitude of variable return attributable to funding partners and/or credit enhancement providers declines accordingly, while the magnitude of variable return earned by us keeps relatively stable. As a result, more loans enabled with trust plans were consolidated since we were entitled to higher proportion of the variable return. As of December 31, 2021 and 2022, we consolidated 90.1% and 95.6%, respectively, of the outstanding balance of loans we enabled with trusts as the funding source. All cash flows directly attributable to these on–balance sheet loans, including the contractual interest income, service fees, guarantee fees, and borrower acquisition expenses, are recorded as net interest income using the effective interest method in accordance with IFRS 9. As a result, the net carrying value of the loans we enabled plus the interest receivables on those loans amounted to RMB215.0 billion as of December 31, 2021 and RMB211.4 billion (US$30.7 billion) as of December 31, 2022, which was recorded as loans to customers on our balance sheet.
As of December 31, 2021 and 2022, we had credit risk exposure to 16.6% and 23.5%, respectively, of the outstanding balance of the loans we enabled. The credit risk exposure between our third-party external partners and ourselves is on a pari passu basis, meaning that we share losses in proportion to our respective arrangements. The parties that provide credit enhancement will indemnify the lender when the loans that we enabled are 80 days past due. We need to record losses only to the extent of our exposed credit risk based on our guarantee products. For those loans that are less than 90 days past due, we will apply our estimation on the probability of default and loss given default under the expected credit loss impairment model to reach an amount of expected impairment losses which is charged to our income statement under impairment losses. If the loans are 90 days past due, we record our losses based on our best estimate of recoverable amount.
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Key Operating Metrics
We regularly review a number of operating metrics to evaluate our business, measure our performance, identify trends, formulate financial projections and make strategic decisions.
| As of and For the Year Ended December 31, | ||||||||||||
| 2020 | 2021 | 2022 | ||||||||||
| Number of active borrowers (thousands) |
4,382 | 4,906 | 4,805 | |||||||||
| Number of active funding partners |
58 | 66 | 81 | |||||||||
| (RMB in billions except where otherwise indicated) | ||||||||||||
| Outstanding balance of loans enabled |
545.1 | 661.0 | 576.5 | |||||||||
| General unsecured loans |
447.8 | 520.1 | 423.8 | |||||||||
| Secured loans |
93.7 | 129.3 | 123.1 | |||||||||
| Consumer finance loans |
3.6 | 11.6 | 29.7 | |||||||||
| Percentage with risk exposure for our company |
6.3 | % | 16.6 | % | 23.5 | % | ||||||
| Off–balance sheet |
426.7 | 446.3 | 360.4 | |||||||||
| Without credit risk exposure |
405.7 | 381.5 | 291.9 | |||||||||
| With credit risk exposure |
21.0 | 64.7 | 68.5 | |||||||||
| On–balance sheet |
118.5 | 214.8 | 216.1 | |||||||||
| Without credit risk exposure |
105.3 | 169.6 | 149.2 | |||||||||
| With credit risk exposure |
13.2 | 45.1 | 66.9 | |||||||||
| Volume of new loans enabled |
565.0 | 648.4 | 495.4 | |||||||||
| Off–balance sheet |
423.1 | 414.2 | 279.5 | |||||||||
| Without credit risk exposure |
399.8 | 341.7 | 219.8 | |||||||||
| With credit risk exposure |
23.2 | 72.5 | 59.7 | |||||||||
| On–balance sheet |
141.9 | 234.2 | 215.8 | |||||||||
| Without credit risk exposure |
127.2 | 175.0 | 125.3 | |||||||||
| With credit risk exposure |
14.7 | 59.2 | 90.6 | |||||||||
| Financing guarantee subsidiary leverage ratio (×)(1) |
1.8× | 1.8× | 2.0× | |||||||||
| Net assets of financing guarantee subsidiary |
13.4 | 47.4 | 47.9 | |||||||||
| Net assets of Lufax Holding (consolidated) |
83.2 | 94.6 | 94.8 | |||||||||
| 30 day+ delinquency rate(2) (%) |
2.0 | % | 2.2 | % | 4.6 | % | ||||||
| 90 day+ delinquency rate(2) (%) |
1.2 | % | 1.2 | % | 2.6 | % | ||||||
| Cost-to-income ratio(3) (%) |
55.0 | % | 48.8 | % | 46.3 | % | ||||||
| Credit impairment losses |
3.0 | 6.6 | 16.6 | |||||||||
Notes:
| (1) | Calculated in accordance with “Supervision and Administration of Financing Guarantee Companies.” The leverage ratio of the financing guarantee subsidiary is calculated as the outstanding guarantee liabilities of the financing guarantee company divided by its net assets. |
| (2) | Excluding consumer finance business. |
| (3) | Calculated as the sum of sales and marketing expenses, general and administrative expenses, operation and servicing expenses, and technology and analytics expenses divided by total income. |
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Key Components of Our Results of Operations
Income
The proportion of our total income that constitutes technology platform–based income has declined from 79.2% in 2020 to 50.3% in 2022 as our net interest income has increased from 14.9% to 32.7% and our guarantee income has increased from 1.2% to 12.7% over the same period of time. This evolution in the mix of our total income is driven primarily by changes in our business model as we have gradually taken on more credit risk.
Our on–balance sheet loans include loans that we fund ourselves directly through our licensed microloan and consumer finance subsidiaries and loans that are funded by consolidated trust plans and generate interest income recognized under IFRS 9. Our off–balance sheet loans generate loan enablement service fees and post-origination service fees recognized under IFRS 15 and guarantee income to the extent that we supply part of the credit enhancement service. Although the underlying business arrangements might be similar, the application of IFRS 15 or IFRS 9 can have an impact on the timing and amount of fee or interest income recognition. Early repayment of loans by borrowers will reduce the number of months that the fees or interest income are being recognized and thus affect the total amount of fees or interest income in absolute terms.
The following table sets forth the breakdown of our total income, both in absolute amounts and as percentages of our total income, for the years indicated:
| For the Year Ended December 31, | ||||||||||||||||||||||||||||
| 2020 | 2021 | 2022 | ||||||||||||||||||||||||||
| (RMB) | (%) | (RMB) | (%) | (RMB) | (US$) | (%) | ||||||||||||||||||||||
| (in millions, except percentages) | ||||||||||||||||||||||||||||
| Technology platform–based income |
41,222 | 79.2 | 38,294 | 61.9 | 29,218 | 4,236 | 50.3 | |||||||||||||||||||||
| Net interest income |
7,750 | 14.9 | 14,174 | 22.9 | 18,981 | 2,752 | 32.7 | |||||||||||||||||||||
| Guarantee income |
602 | 1.2 | 4,370 | 7.1 | 7,373 | 1,069 | 12.7 | |||||||||||||||||||||
| Other income |
1,517 | 2.9 | 3,875 | 6.3 | 1,238 | 179 | 2.1 | |||||||||||||||||||||
| Investment income |
940 | 1.8 | 1,152 | 1.9 | 1,306 | 189 | 2.2 | |||||||||||||||||||||
| Share of net profit/(loss) of investments accounted for using the equity method |
15 | 0.0 | (31 | ) | (0.1 | ) | 0 | 0 | 0.0 | |||||||||||||||||||
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| Total income |
52,046 | 100.0 | 61,835 | 100.0 | 58,116 | 8,425 | 100.0 | |||||||||||||||||||||
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Technology platform–based income
Technology platform–based income includes retail credit and enablement service fees and other technology platform–based income. Retail credit and enablement service fees include loan enablement services and post origination services, which are considered to be two distinctive services under one product provided to our borrowers and funding partners, as well as referral income from platform service, which includes income from the referral service we provide to bank partners through Lujintong. Loan enablement services include credit assessment of the borrower, enabling loans from the funding partner to the borrower and providing technical assistance to the borrower and the funding partner. Post-origination services include repayment reminders, payment processing, and collection services. Lujintong is designed to help banks with strong risk capabilities acquire borrowers directly through dispersed third-party agents nation-wide. Under this model, we earn referral fees based on transaction volume and do not participate in credit risk assessment and sharing. As a result, we do not count loans enabled through Lujintong as part of our volume of new loans enabled or our total outstanding loans. Other technology platform–based income includes service fees generated from distribution of financial institutions’ products including asset management plans, bank products, mutual funds, trust plans and other products.
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The following table sets forth the breakdown of our technology platform–based income for the years indicated:
| For the Year Ended December 31, | ||||||||||||||||||||||||
| 2020 | 2021 | 2022 | ||||||||||||||||||||||
| (RMB) | (%) | (RMB) | (%) | (RMB) | (%) | |||||||||||||||||||
| (in millions, except percentages) | ||||||||||||||||||||||||
| Retail credit and enablement service fees |
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| Loan enablement service fees |
7,142 | 17.3 | 5,676 | 14.8 | 3,446 | 11.8 | ||||||||||||||||||
| Post-origination service fees |
32,315 | 78.4 | 30,411 | 79.4 | 24,028 | 82.2 | ||||||||||||||||||
| Referral income from platform services |
131 | 0.3 | 706 | 1.8 | 1,147 | 3.9 | ||||||||||||||||||
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| Retail credit and enablement service fees |
39,588 | 96.0 | 36,793 | 96.1 | 28,621 | 98.0 | ||||||||||||||||||
| Other technology platform–based income |
1,634 | 4.0 | 1,501 | 3.9 | 597 | 2.0 | ||||||||||||||||||
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| Total technology platform–based income(1) |
41,222 | 100.0 | 38,294 | 100.0 | 29,218 | 100.0 | ||||||||||||||||||
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Note:
| (1) | Starting from 2022, we report technology platform-based income in two categories—retail credit and enablement service fees and other technology platform-based income, to provide more relevant information. We also revised the comparative period presentation to conform to current period classification. |
We do not provide loan enablement services or post-origination services on a standalone basis. Loan enablement service fees and post-origination service fees are recognized upon completion of different performance obligations, and they include the service fees for both the off-balance sheet loans newly enabled during the current financial year and those had been enabled in previous years.
The following table sets forth the sum of the loan enablement service fees and post-origination service fees that is expected to arise from the remaining performance of long-term contracts for our financial enablement services as of December 31, 2022. Upon the fulfillment of the obligations under service contracts, the fees are expected to be recognized in the respective periods in the amounts as described in the table below given the best estimated loan repayment time. The actual amount that we recognize is subject to the actual repayment behavior of borrowers, which may differ from the estimation in our model. If early repayment increases, the total service fee expected to be paid by the borrowers decreases, thus decreasing the income we recognize for each of the loans enabled, and the reverse is true if early repayment decreases. Although the estimate of loan repayment time represents our best estimate based on the information that is currently available to us, there is no assurance that the actual loan repayment time will not deviate from our best estimate, which in turn would affect the income in the respective expected periods of recognition.
| Amount | Percentage | |||||||
| (RMB in millions) | (%) | |||||||
| Expected period of recognition |
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| 2023 |
11,330 | 59.9 | ||||||
| 2024 |
5,644 | 29.8 | ||||||
| 2025 |
1,279 | 6.8 | ||||||
| 2026 |
386 | 2.0 | ||||||
| 2027 |
272 | 1.4 | ||||||
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| Total |
18,911 | 100.0 | ||||||
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When predicting the repayment behavior of borrowers and effective tenor of loans, historical early repayment data is the key indicator of future trends. On a regular basis, we review the actual early repayments that have occurred and adjust the early repayment assumption to update our best estimate of the effective tenor for outstanding loans.
The table below sets forth the estimated effective tenor of loans that we do not consolidate on our balance sheet, after considering the actual early repayments that have occurred and expected future early repayments, as of December 31, 2020, 2021 and 2022.
| As of December 31, | ||||||||||||
| 2020 | 2021 | 2022 | ||||||||||
| (months) | ||||||||||||
| Estimated Effective Tenor for Off–Balance Sheet Loans |
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| General unsecured loans |
19.18 | 19.37 | 19.75 | |||||||||
| Secured loans |
12.64 | 13.44 | 14.62 | |||||||||
The table below sets forth the impact of changes in estimated effective tenor on the sum of loan enablement service fees and post-origination service fees of RMB18,911 million expected as of December 31, 2022 to be recognized in the remaining period of the loans when the remaining performance obligations are satisfied.
| General unsecured loans |
Secured loans |
Total | ||||||||||
| (RMB millions) | ||||||||||||
| Change in estimated effective tenor |
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| –1 month |
793 | 113 | 907 | |||||||||
| +1 month |
604 | 107 | 710 | |||||||||
Net interest income
Net interest income consists of net interest income from consolidated trusts, microloans and consumer finance loans. Due to regulatory changes in December 2017, we no longer funded loans from our microloan subsidiaries on a large scale. In late 2018, we began to introduce a third-party funded trust plan model under which most though not all of the trust plans required consolidation under IFRS 10. Under IFRS 10, we consolidate those trust plans over which we have control and from which we receive variable returns which are affected by our control over these trust plans. Consequently, we recognize net interest income based on the cash flows directly attributable to loans funded by these consolidated trust plans using the effective interest rate method. Hence, borrower acquisition expenses from such third-party funded trust plans are recognized as offsetting net interest income under IFRS 9. However, we only bear limited credit risk even in the trusts that we consolidate. See “Item 4. Information on the Company—B. Bussiness Overview—How We Enable Our Institutional Partners—Our Funding Partners—Trusts.”
In June 2020, we also started to serve consumers under our licensed consumer finance subsidiary. As a result, the net carrying value of the loans we originated plus the interest receivables on those loans amounted are categorized as on-balance sheet outstanding loans and recorded as loans to customers on our balance sheet. See “—On- and Off-Balance Sheet Treatment of Loans and Risk Exposure.”
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The following table sets forth the breakdown of our net interest income for the years indicated.
| For the Year Ended December 31, | ||||||||||||||||||||||||
| 2020 | 2021 | 2022 | ||||||||||||||||||||||
| (RMB) | (%) | (RMB) | (%) | (RMB) | (%) | |||||||||||||||||||
| (in millions, except percentages) | ||||||||||||||||||||||||
| Consolidated trust plans: |
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| Interest income |
10,641 | 137.3 | 21,230 | 149.8 | 25,870 | 136.3 | ||||||||||||||||||
| Interest expense |
(4,283 | ) | (55.3 | ) | (8,401 | ) | (59.3 | ) | (10,217 | ) | (53.8 | ) | ||||||||||||
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| Net interest income from consolidated trust plans |
6,358 | 82.0 | 12,829 | 90.5 | 15,653 | 82.5 | ||||||||||||||||||
| Microloans and consumer finance: |
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| Interest income |
1,396 | 18.0 | 1,535 | 10.8 | 4,024 | 21.2 | ||||||||||||||||||
| Interest expense |
(3 | ) | 0.0 | (190 | ) | (1.3 | ) | (695 | ) | (3.7 | ) | |||||||||||||
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| Net interest income from microloans and consumer finance |
1,393 | 18.0 | 1,345 | 9.5 | 3,329 | 17.5 | ||||||||||||||||||
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| Net interest income |
7,750 | 100.0 | 14,174 | 100.0 | 18,981 | 100.0 | ||||||||||||||||||
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Guarantee income
Whether under our bank-funding model or trust-funding model, our third-party credit enhancement providers provide the majority of the credit enhancement. We earn guarantee income as a return to our credit risk exposure to the extent that we provide credit enhancement service for loans we enable. We do not provide guarantees as a stand-alone service for loans that we did not enable. Guarantee income consists of the fees we charge to our borrowers for the guarantee services we provide on loan products. As we have increased the proportion of the loans we enable for which we provide credit enhancement, guarantee income has accounted an increasing though still relatively low proportion of our total income, from 1.2% in 2020 to 7.1% in 2021 and 12.7% in 2022.
Other income
Other income includes account management service fees, penalty fees and other services fees. Account management service fees represent service fees charged to credit enhancement providers for reminder services provided to them for loans enabled by us that are covered by their credit enhancement services. Penalty fees represent both late payment fees and early repayment fees paid by borrowers. Other income accounted for 2.9% of our total income in 2020, 6.3% of our total income in 2021 and 2.1% of our total income in 2022.
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Investment income
Investment income primarily consists of interest income and realized and unrealized gains and losses on financial assets and financial investments, which mainly consist of asset management plans, mutual fund investments, trust plans, factoring products, structured deposits, bank wealth management products and debt investments. Investment income accounted for 1.8% of our total income in 2020, 1.9% of our total income in 2021 and 2.2% of our total income in 2022.
Total Expenses
Our expenses include sales and marketing expenses, general and administrative expenses, operation and servicing expenses, technology and analytics expenses, and credit impairment costs, among others. The following table sets forth the breakdown of our expenses, both in absolute amounts and as percentages of our total income, for the years indicated:
| For the Year Ended December 31, | ||||||||||||||||||||||||||||
| 2020 | 2021 | 2022 | ||||||||||||||||||||||||||
| (RMB) | (%) | (RMB) | (%) | (RMB) | (US$) | (%) | ||||||||||||||||||||||
| (in millions, except percentages) | ||||||||||||||||||||||||||||
| Sales and marketing expenses |
17,814 | 34.2 | 17,993 | 29.1 | 15,757 | 2,285 | 27.1 | |||||||||||||||||||||
| General and administrative expenses |
2,976 | 5.7 | 3,559 | 5.8 | 2,830 | 410 | 4.9 | |||||||||||||||||||||
| Operation and servicing expenses |
6,031 | 11.6 | 6,558 | 10.6 | 6,430 | 932 | 11.1 | |||||||||||||||||||||
| Technology and analytics expenses |
1,792 | 3.4 | 2,084 | 3.4 | 1,872 | 271 | 3.2 | |||||||||||||||||||||
| Credit impairment losses |
3,035 | 5.8 | 6,644 | 10.7 | 16,550 | 2,400 | 28.5 | |||||||||||||||||||||
| Asset impairment losses |
7 | 0.0 | 1,101 | 1.8 | 427 | 62 | 0.7 | |||||||||||||||||||||
| Finance costs |
2,866 | 5.5 | 996 | 1.6 | 1,239 | 180 | 2.1 | |||||||||||||||||||||
| Other (gains)/losses – net |
(384 | ) | (0.7 | ) | (499 | ) | (0.8 | ) | (3 | ) | (1 | ) | (0.0 | ) | ||||||||||||||
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|
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| Total expenses |
34,136 | 65.6 | 38,435 | 62.2 | 45,102 | 6,539 | 77.6 | |||||||||||||||||||||
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Sales and marketing expenses
Sales and marketing expenses consist primarily of borrower acquisition expenses, investor acquisition and retention expenses, and general sales and marketing expenses. Sales and marketing expenses account for a large percentage of our total expenses, and we expect that this will continue to be the case going forward.
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Our borrower acquisition expenses mainly represent the expenses we incur for off-balance sheet loan enablement as compensation to our sales employees and third-party channels. Borrower acquisition expenses are capitalized and amortized on a systematic basis consistent with revenue recognition. For our on–balance sheet loans, as part of the cash flows directly attributable to the loans, the corresponding expenses were reflected in net interest income rather than in borrower acquisition expenses, in accordance with IFRS 9.
The following table sets forth the breakdown of our borrower acquisition costs, both in absolute amounts and percentages of total borrower acquisition costs, for the years indicated:
| For the Year Ended December 31, | ||||||||||||||||||||||||
| 2020 | 2021 | 2022 | ||||||||||||||||||||||
| (RMB) | (%) | (RMB) | (%) | (RMB) | (%) | |||||||||||||||||||
| (in millions, except percentages) | ||||||||||||||||||||||||
| Direct sales |
4,928 | 42.8 | 4,462 | 44.1 | 3,814 | 48.5 | ||||||||||||||||||
| Channel partners |
5,510 | 47.9 | 4,922 | 48.6 | 3,555 | 45.2 | ||||||||||||||||||
| Online and telemarketing |
1,068 | 9.3 | 735 | 7.3 | 496 | 6.3 | ||||||||||||||||||
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| Total borrower acquisition costs |
11,506 | 100.0 | 10,120 | 100.0 | 7,865 | 100.0 | ||||||||||||||||||
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The borrower acquisition costs are all related to the off–balance sheet loans. For our on–balance sheet loans, the corresponding expenses are reflected in net interest income rather than in borrower acquisition expenses, in accordance with IFRS 9.
Our investor acquisition and retention expenses mainly represent the costs incurred to acquire and retain investors. These included primarily expenses for our member referral channel and our online direct marketing channel. The expenses for our online direct marketing channel consist primarily of incentives paid for new investor referrals, coupons, and online marketing expenses.
Our general sales and marketing expenses mainly represent payroll and related expenses for personnel engaged in marketing, brand promotion costs, business development costs and other marketing and advertising costs.
Referral expenses from platform service are related to Lujintong.
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The following table sets forth the breakdown of our sales and marketing expenses, both in absolute amounts and as percentages of our total sales and marketing expenses, for the years indicated:
| For the Year Ended December 31, | ||||||||||||||||||||||||
| 2020 | 2021 | 2022 | ||||||||||||||||||||||
| (RMB) | (%) | (RMB) | (%) | (RMB) | (%) | |||||||||||||||||||
| (in millions, except percentages) | ||||||||||||||||||||||||
| Borrower acquisition expenses |
11,506 | 64.6 | 10,120 | 56.2 | 7,865 | 49.9 | ||||||||||||||||||
| Investor acquisition and retention expenses |
820 | 4.6 | 677 | 3.8 | 301 | 1.9 | ||||||||||||||||||
| General sales and marketing expenses |
5,403 | 30.3 | 6,637 | 36.9 | 6,654 | 42.2 | ||||||||||||||||||
| Referral expenses from platform service |
84 | 0.5 | 559 | 3.1 | 937 | 5.9 | ||||||||||||||||||
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| Total sales and marketing expenses |
17,814 | 100.0 | 17,993 | 100.0 | 15,757 | 100.0 | ||||||||||||||||||
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General and administrative expenses
General and administrative expenses consist primarily of employee benefit expenses and office rentals that are not included in sales and marketing, operation and servicing, or technology and analytics expenses, tax surcharges, consulting service fees, business entertainment costs and other expenses.
Operation and servicing expenses
Operation and servicing expenses consist primarily of (i) platform operation expenses, which mainly represent the expenses to external payment networks and partner banks for processing transactions, (ii) loan servicing expenses that are associated with enabling and servicing loans, which mainly represent the expenses related to credit assessment, customer and system support, payment processing services and collection, (iii) the cost of operating consolidated trust plans and (iv) salaries and benefits for personnel associated operation and servicing.
Technology and analytics expenses
Technology and analytics expenses consist primarily of the expenses with respect to research and development expenses and maintenance expenses related to our technology systems, technology service fees, as well as depreciation and salaries and benefits for IT personnel.
Impairment Losses
Under IFRS 9, we use an expected loss model to determine and recognize impairments, which were recorded within credit impairment losses.
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The following table sets forth credit and asset impairment losses for the years indicated:
| For the Year Ended December 31, | ||||||||||||
| 2020 | 2021 | 2022 | ||||||||||
| (RMB in millions) | ||||||||||||
| Credit impairment losses |
3,035 | 6,644 | 16,550 | |||||||||
| Asset impairment losses |
7 | 1,101 | 427 | |||||||||
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| Total |
3,042 | 7,745 | 16,978 | |||||||||
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The following table sets forth the key components of impairment losses for the years indicated:
| For the Year Ended December 31, | ||||||||||||
| 2020 | 2021 | 2022 | ||||||||||
| (RMB in millions) | ||||||||||||
| Loan-related(1) |
2,996 | 6,349 | 15,931 | |||||||||
| Investment-related(2) |
18 | 273 | 575 | |||||||||
| Others(3) |
28 | 1,123 | 472 | |||||||||
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| Total |
3,042 | 7,745 | 16,978 | |||||||||
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Notes:
| (1) | Loan-related impairment losses consist of actual and expected losses from loan to customers, accounts and other receivables and contract assets related to our retail credit and enablement business and guarantee contracts. |
| (2) | Investment related impairment losses consist of losses from financial assets at amortized cost. |
| (3) | Other impairment losses primarily consist of losses from accounts and other receivables related to wealth management business, goodwill and intangible assets. |
Our loan-related impairment losses tend to increase as we increase the credit risk we bear on loans we enable. The increase in loan-related impairment losses in 2021 was primarily due to increases in both the risk-bearing loan balance on our balance sheet and our off-balance sheet guarantee exposure as a result of our business growth. The increase in loan-related impairment losses in 2022 was primarily due to the increase of provision and indemnity loss driven by increased risk exposure and by worsening credit performance due in large part to the cumulative impact of successive COVID-19 outbreaks on the Chinese economy.
Finance costs
Finance cost primarily consists of the interest expenses in connection with our convertible promissory note issued in October 2015 for acquiring our retail credit and enablement business, interest expenses on the debt component of the convertible redeemable preferred shares, and the interest expenses of our bank borrowings for general corporate operations that are not related to our retail credit and enablement business.
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Taxation
Cayman Islands
We are incorporated as an exempted company in the Cayman Islands. The Cayman Islands currently have no income, corporation or capital gains tax and no estate duty, inheritance tax or gift tax. The Cayman Islands does not impose a withholding tax on payments of dividends to shareholders.
Hong Kong
Before April 1, 2018, our subsidiaries incorporated in Hong Kong were subject to Hong Kong profit tax at a rate of 16.5%. Since April 1, 2018, our subsidiaries incorporated in Hong Kong have been subject to Hong Kong profit tax at a rate of 8.25% on assessable profits up to HK$2,000,000 and 16.5% on any part of assessable profits over that amount. Hong Kong does not impose a withholding tax on dividends.
China
Generally, our subsidiaries and consolidated affiliated entities incorporated in China are subject to enterprise income tax on their worldwide taxable income as determined under PRC tax laws and accounting standards at a rate of 25%. Some of our subsidiaries are entitled to a favorable statutory tax rate of 15% because of their qualifications as “High and New Technology Enterprises” or because of favorable local tax treatment.
We are subject to value added tax, or VAT, at rates of 3% or 6% on the services we provide to borrowers and investors, less any deductible VAT we have already paid or borne. We are also subject to surcharges on VAT payments in accordance with PRC law. VAT has been phased in since 2012 to replace the business tax that was previously applicable to the services we provide. During the periods presented, we were not subject to business tax on the services we provide.
Dividends paid by our wholly foreign-owned subsidiary in China to our intermediary holding company in Hong Kong will be subject to a withholding tax rate of 10%, unless the relevant Hong Kong entity satisfies all the requirements under the Arrangement between the PRC and the Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion with respect to Taxes on Income and Capital and receives approval from the relevant tax authority. If our Hong Kong subsidiary satisfies all the requirements under the tax arrangement and receives approval from the relevant tax authority, then the dividends paid to the Hong Kong subsidiary would be subject to withholding tax at the standard rate of 5%.
If our holding company in the Cayman Islands or any of our subsidiaries outside of China were deemed to be a “resident enterprise” under the PRC Enterprise Income Tax Law, it would be subject to enterprise income tax on its worldwide income at a rate of 25%. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China—If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders or ADS holders.”
Income Tax Expenses
For the years ended December 31, 2020, 2021 and 2022, our income tax expenses were RMB5.6 billion, RMB6.7 billion and RMB4.2 billion (US$0.6 billion), respectively. Our effective tax rate was 31.5%, 28.6% and 32.6% for 2020, 2021 and 2022, respectively. Our effective tax rate during these periods was higher than the PRC enterprise income tax rate of 25% primarily because overseas losses are not deductible for tax purposes, and also due to the reversal of deferred tax assets recognized in prior years in 2021 and a decrease in deferred income taxes in 2022.
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Results of Operations
The following table sets forth a summary of our consolidated results of operations for the years indicated, both in absolute amounts and as percentages of our total income. This information should be read together with our consolidated financial statements and related notes included elsewhere in this annual report. The operating results in any year are not necessarily indicative of the results that may be expected for any future year.
| For the Year Ended December 31, | ||||||||||||||||
| 2020 | 2021 | 2022 | ||||||||||||||
| (RMB) | (RMB) | (RMB) | (US$) | |||||||||||||
| (in millions) | ||||||||||||||||
| Technology platform–based income |
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| Retail credit and enablement service fees |
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| Loan enablement service fees |
7,142 | 5,676 | 3,446 | 500 | ||||||||||||
| Post-origination service fees |
32,315 | 30,411 | 24,028 | 3,484 | ||||||||||||
| Referral income from platform service |
131 | 706 | 1,147 | 166 | ||||||||||||
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| Retail credit and enablement service fees |
39,588 | 36,793 | 28,621 | 4,150 | ||||||||||||
| Other technology platform–based income |
1,634 | 1,501 | 597 | 87 | ||||||||||||
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| Total technology platform–based income |
41,222 | 38,294 | 29,218 | 4,237 | ||||||||||||
| Net interest income |
7,750 | 14,174 | 18,981 | 2,752 | ||||||||||||
| Guarantee income |
602 | 4,370 | 7,373 | 1,069 | ||||||||||||
| Other income |
1,517 | 3,875 | 1,238 | 179 | ||||||||||||
| Investment income |
940 | 1,152 | 1,306 | 189 | ||||||||||||
| Share of net profit/(loss) of investments accounted for using the equity method |
15 | (31 | ) | 0 | 0 | |||||||||||
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| Total income |
52,046 | 61,835 | 58,116 | 8,426 | ||||||||||||
| Sales and marketing expenses: |
||||||||||||||||
| Borrower acquisition expenses |
(11,506 | ) | (10,120 | ) | (7,865 | ) | (1,140 | ) | ||||||||
| Investor acquisition and retention expenses |
(820 | ) | (677 | ) | (301 | ) | (44 | ) | ||||||||
| General sales and marketing expenses |
(5,403 | ) | (6,637 | ) | (6,654 | ) | (965 | ) | ||||||||
| Referral expenses from platform service |
(84 | ) | (559 | ) | (937 | ) | (136 | ) | ||||||||
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| Sales and marketing expenses |
(17,814 | ) | (17,993 | ) | (15,757 | ) | (2,285 | ) | ||||||||
| General and administrative expenses |
(2,976 | ) | (3,559 | ) | (2,830 | ) | (410 | ) | ||||||||
| Operation and servicing expenses |
(6,031 | ) | (6,558 | ) | (6,430 | ) | (932 | ) | ||||||||
| Technology and analytics expenses |
(1,792 | ) | (2,084 | ) | (1,872 | ) | (271 | ) | ||||||||
| Credit impairment losses |
(3,035 | ) | (6,644 | ) | (16,550 | ) | (2,400 | ) | ||||||||
| Asset impairment losses |
(7 | ) | (1,101 | ) | (427 | ) | (62 | ) | ||||||||
| Finance costs |
(2,866 | ) | (996 | ) | (1,239 | ) | (180 | ) | ||||||||
| Other gains/(losses) – net |
384 | 499 | 3 | 1 | ||||||||||||
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| Total expenses |
(34,136 | ) | (38,435 | ) | (45,102 | ) | (6,539 | ) | ||||||||
| Profit before income tax expenses |
17,910 | 23,400 | 13,013 | 1,887 | ||||||||||||
| Less: Income tax expenses |
(5,634 | ) | (6,691 | ) | (4,238 | ) | (615 | ) | ||||||||
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| Net profit attributable to: |
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| Owners of our company |
12,354 | 16,804 | 8,699 | 1,261 | ||||||||||||
| Non-controlling interests |
(78 | ) | (95 | ) | 76 | 11 | ||||||||||
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| 12,276 | 16,709 | 8,775 | 1,272 | |||||||||||||
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Year ended December 31, 2022 compared to year ended December 31, 2021
Technology Platform–based Income
Our technology platform–based income decreased by 23.7% from RMB38.3 billion in 2021 to RMB29.2 billion (US$4.2 billion) in 2022. This decrease was primarily due to a decrease of 22.2% in retail credit and enablement service fees from RMB36.8 billion in 2021 to RMB28.6 billion (US$4.1 billion) in 2022 and a decrease of 60.2% in other technology platform-based income from RMB1.5 billion in 2021 to RMB0.6 billion (US$0.1 billion) in 2022. The decrease of 22.2% in retail credit and enablement service fees was mainly due to a decrease of 39.3% in loan enablement service fees from RMB5.7 billion in 2021 to RMB3.4 billion (US$0.5 billion) in 2022 and a decrease of 21.0% in post-origination service fees from RMB30.4 billion in 2021 to RMB24.0 billion (US$3.5 billion) in 2022, which were primarily due to a decrease in new loan sales of our off-balance sheet loans which are funded by banks and by unconsolidated trust plans, and changes in our business model that resulted in more income being recognized as net interest income and guarantee income, partially offset by an increase of 62.4% in referral income from platform services from RMB0.7 billion in 2021 to RMB1.1 billion (US$0.2 billion) in 2022 as a result of an increase in new loan sales through Lujintong.
Net Interest Income
Our net interest income increased by 33.9% from RMB14.2 billion in 2021 to RMB19.0 billion (US$2.8 billion) in 2022.
Consolidated trust plans
Our net interest income from consolidated trust plans increased by 22.0% from RMB12.8 billion in 2021 to RMB15.7 billion (US$2.3 billion) in 2022. Interest income from consolidated trust plans increased by 21.9% from RMB21.2 billion in 2021 to RMB25.9 billion (US$3.8 billion) in 2022, and interest expenses increased by 21.6% from RMB8.4 billion in 2021 to RMB10.2 billion (US$1.5 billion) in 2022, in both cases primarily driven by the increase in our average balance of loans originated by consolidated trust plans from RMB157.2 billion in 2021 to RMB194.3 billion (US$28.2 billion) in 2022. Interest income represents interest income receivable by loans funded by these trust plans while interest expenses represent interest payable by these consolidated trust plans to their investors.
Microloans and consumer finance
Our net interest income from microloans and consumer finance increased by 147% from RMB1.3 billion in 2021 to RMB3.3 billion (US$0.5 billion) in 2022. Interest income from microloans and consumer finance increased by 162% from RMB1.5 billion in 2021 to RMB4.0 billion (US$0.6 billion) in 2022, and interest expense from microloans and consumer finance increased from RMB0.2 billion in 2021 to RMB0.7 billion (US$0.1 billion) in 2022. The increases were primarily due to the expansion of our consumer finance business, as we had ceased to make microloans in 2020. The outstanding loan balance of our consumer finance business increased from RMB11.6 billion as of December 31, 2021 to RMB29.7 billion (US$4.3 billion) as of December 31, 2022.
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Guarantee Income
Our guarantee income increased by 68.7% from RMB4.4 billion in 2021 to RMB7.4 billion (US$1.1 billion) in 2022. This increase was primarily attributable to the increase in the proportion of the loans we enabled for which we had provided credit enhancement.
Other Income
Our other income decreased by 68.1% from RMB3.9 billion in 2021 to RMB1.2 billion (US$0.2 billion) in 2022. This decrease was primarily attributable to a refund of account management fees to Ping An PC as a result of worse-than-expected collection performance, and the narrowing down of service scope and change of fee structure that we provided and charged to Ping An PC since the third quarter of 2022.
Sales and Marketing Expenses
Our sales and marketing expenses decreased by 12.4% from RMB18.0 billion in 2021 to RMB15.8 billion (US$2.3 billion) in 2022.
Borrower acquisition expenses
Our borrower acquisition expenses decreased by 22.3% from RMB10.1 billion in 2021 to RMB7.9 billion (US$1.1 billion) in 2022. Our borrower acquisition expenses primarily represent the expenses we incur as compensation for new loans we enabled that generated technology platform–based income, both for loans enabled in 2022 and for loans enabled in prior years whose remaining balance and tenor of obligations had not lapsed. The decrease in borrower acquisition expenses was primarily due to decreased new loan sales and reductions in commissions.
Investor acquisition and retention expenses
Our investor acquisition and retention expenses decreased by 55.5% from RMB0.7 billion in 2021 to RMB0.3 billion (US$43.7 million) in 2022. This decrease was primarily due to the decrease in sales of wealth management products.
General sales and marketing expenses
Our general sales and marketing expenses increased by 0.3% from RMB6.6 billion in 2021 to RMB6.7 billion (US$1.0 billion) in 2022. This increase was primarily due to the increase in staff costs for sales and marketing personnel.
Referral expenses from platform service
Our referral expenses from platform service increased by 67.4% from RMB0.6 billion in 2021 to RMB0.9 billion (US$0.1 billion) in 2022. This increase was primarily due to the increase in new loan sales through Lujintong.
General and Administrative Expenses
Our general and administrative expenses decreased by 20.5% from RMB3.6 billion in 2021 to RMB2.8 billion (US$0.4 billion) in 2022. This decrease was primarily due to cost control measures we instituted in 2022.
Operation and Servicing Expenses
Our operation and servicing expenses decreased by 1.9% from RMB6.6 billion in 2021 to RMB6.4 billion (US$0.9 billion) in 2022, primarily due to the decrease in our total outstanding balance of loans.
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Technology and Analytics Expenses
Our technology and analytics expenses decreased by 10.2% from RMB2.1 billion in 2021 to RMB1.9 billion (US$0.3 billion) in 2022. This decrease was primarily due to our improved efficiency.
Impairment Losses
Our impairment losses, including credit impairment losses and asset impairment losses, increased by 119% from RMB7.7 billion in 2021 to RMB17.0 billion (US$2.5 billion) in 2022.
Credit impairment losses increased by 149% from RMB6.6 billion in 2021 to RMB16.6 billion (US$2.4 billion) in 2022, primarily due to the increase of provision and indemnity loss driven by increased risk exposure and by worsening credit performance due to the impact of successive COVID-19 outbreaks on the Chinese economy.
Asset impairment losses decreased by 61.2% from RMB1.1 billion in 2021 to RMB0.4 billion (US$0.1 billion) in 2022.
Finance Costs
Our finance costs increased by 24.5% from RMB1.0 billion in 2021 to RMB1.2 billion (US$0.2 billion) in 2022, due primarily to our redemption of convertible promissory notes as well as the increase in our total borrowings.
Income Tax Expenses
Our income tax expenses decreased by 36.7% from RMB6.7 billion in 2021 to RMB4.2 billion (US$0.6 billion) in 2022. The decrease was primarily due to the 44.4% decrease in profit before income tax expenses.
Net Profits
As a result of the above, our net profits decreased by 47.5% from RMB16.7 billion in 2021 to RMB8.8 billion (US$1.3 billion) in 2022.
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Year ended December 31, 2021 compared to year ended December 31, 2020
Technology Platform–based Income
Our technology platform–based income decreased by 7.1% from RMB41.2 billion in 2020 to RMB38.3 billion in 2021. This decrease was primarily due to a decrease of 7.1% in retail credit and enablement service fees from RMB39.6 billion in 2020 to RMB36.8 billion in 2021 and a decrease of 8.1% in other technology platform-based income from RMB1.6 billion in 2020 to RMB1.5 billion in 2021. The decrease of 7.1% in retail credit and enablement service fees was mainly due to a decrease of 20.5% in loan enablement service fees from RMB7.1 billion in 2020 to RMB5.7 billion in 2021 and a decrease of 5.9% in post-origination service fees from RMB32.3 billion in 2020 to RMB30.4 billion in 2021, which were primarily due to the decreases in the prices of our products in response to regulatory guidance, and our focus on quality customer selection resulting in a lower pricing to reflect better credit profile, as well as our strategy to better support small and micro business owners, partially offset by an increase in referral income from platform services from RMB0.1 billion in 2020 to RMB0.7 billion in 2021 as a result of an increase in new loan sales through Lujintong.
Net Interest Income
Our net interest income increased by 82.9% from RMB7.8 billion in 2020 to RMB14.2 billion in 2021.
Consolidated trust plans
Our net interest income from consolidated trust plans increased by 102% from RMB6.4 billion in 2020 to RMB12.8 billion in 2021. Interest income from consolidated trust plans increased from RMB10.6 billion in 2020 to RMB21.2 billion in 2021, and interest expenses increased from RMB4.3 billion in 2020 to RMB8.4 billion in 2021, in both cases primarily driven by the increase in our average balance of loans originated by consolidated trust plans from RMB76.3 billion in 2020 to RMB157.2 billion in 2021. Interest income represents interest income receivable by loans funded by these trust plans while interest expenses represent interest payable by these consolidated trust plans to their investors.
Microloans and consumer finance
Our net interest income from microloans and consumer finance decreased by 3.4% from RMB1.4 billion in 2020 to RMB1.3 billion in 2021. Interest income from microloans and consumer finance increased from RMB1.4 billion in 2020 to RMB1.5 billion in 2021, and interest expense from microloans and consumer finance increased from RMB3 million in 2020 to RMB0.2 billion in 2021. Interest expense increased more rapidly than interest income because our consumer finance subsidiary started to fund new loans with borrowings from banks in 2021.
Guarantee Income
Our guarantee income increased significantly from RMB0.6 billion in 2020 to RMB4.4 billion in 2021. This increase was primarily attributable to the increase in the proportion of the loans we enabled for which we had provided credit enhancement.
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Other Income
Our other income increased by 155% from RMB1.5 billion in 2020 to RMB3.9 billion in 2021. This increase was primarily attributable to a 180% increase in account management service fees from RMB1.3 billion in 2020 to RMB3.6 billion in 2021, primarily due to the increase in service fees from credit enhancement providers for loan collections.
Sales and Marketing Expenses
Our sales and marketing expenses increased by 1.0% from RMB17.8 billion in 2020 to RMB18.0 billion in 2021.
Borrower acquisition expenses
Our borrower acquisition expenses decreased by 12.1% from RMB11.5 billion in 2020 to RMB10.1 billion in 2021. Our borrower acquisition expenses primarily represent the expenses we incur as compensation for new loans we enabled that generated technology platform–based income, both for loans enabled in 2021 and for loans enabled in prior years whose remaining balance and tenor of obligations had not lapsed. The decrease in borrower acquisition expenses was primarily due to increased sales productivity and decreased sales commissions.
Investor acquisition and retention expenses
Our investor acquisition and retention expenses decreased by 17.4% from RMB0.8 billion in 2020 to RMB0.7 billion in 2021. This decrease was primarily due to greater efficiency.
General sales and marketing expenses
Our general sales and marketing expenses increased by 22.8% from RMB5.4 billion in 2020 to RMB6.6 billion in 2021. This increase was primarily due to the increase in staff costs for sales and marketing personnel.
Referral expenses from platform service
Our referral expenses from platform service increased from RMB0.1 billion in 2020 to RMB0.6 billion in 2021. This increase was primarily due to the increase in new loan sales through Lujintong.
General and Administrative Expenses
Our general and administrative expenses increased by 19.6% from RMB3.0 billion in 2020 to RMB3.6 billion in 2021. This increase was primarily due to the increase in the scale of our business.
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Operation and Servicing Expenses
Our operation and servicing expenses increased by 8.7% from RMB6.0 billion in 2020 to RMB6.6 billion in 2021, primarily due to our increased use of consolidated trust plans as a funding source.
Technology and Analytics Expenses
Our technology and analytics expenses increased by 16.3% from RMB1.8 billion in 2020 to RMB2.1 billion in 2021. This increase was primarily due to our ongoing investments in technology research and development.
Impairment Losses
Our impairment losses, including credit impairment losses and asset impairment losses, increased by 155% from RMB3.0 billion in 2020 to RMB7.7 billion in 2021. Loan-related impairment losses increased by 112% from RMB3.0 billion in 2020 to RMB6.3 billion in 2021. The increase in loan-related impairment losses in 2021 was primarily due to increases in both the risk-bearing loan balance on our balance sheet and our off—balance sheet guarantee exposure as a result of our business growth. Investment-related impairment losses increased from RMB18 million in 2020 to RMB273 million in 2021, primarily due to losses from financial assets at amortized cost.
Finance Costs
Our finance costs decreased by 65.3% from RMB2.9 billion in 2020 to RMB1.0 billion in 2021. This decrease was primarily due to a decrease in the balance of convertible bonds following the restructuring of our C-round convertible notes and the increase in interest income resulting from the increase in deposits.
Income Tax Expenses
Our income tax expenses increased by 18.8% from RMB5.6 billion in 2020 to RMB6.7 billion in 2021. The increase was roughly in line with the 30.7% increase in profit before income tax expenses.
Net Profits
As a result of the above, our net profits increased by 36.1% from RMB12.3 billion in 2020 to RMB16.7 billion in 2021.
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| B. | Liquidity and Capital Resources |
We had net cash generated from operating activities of RMB7,121 million, RMB4,987 million and RMB4,455 million (US$646 million) in 2020, 2021 and 2022, respectively.
In addition to net cash generated from operating activities, we raised cash from three rounds of equity financing prior to our initial public offering, the first two in 2015 and 2016, and the third with separate closings in 2018 and 2019, as well as a three-year syndicated loan facility agreement and our initial public offering in 2020. We did not receive cash from our issuance of automatically convertible promissory notes and optionally convertible promissory notes in 2020. As of December 31, 2022, all of the automatically convertible promissory notes had converted into our ordinary shares, and all of the US$1,158 million total principal amount of the optionally convertible promissory notes remained outstanding, with a 6% annual interest rate and a maturity date (unless converted earlier) of September 30, 2023.
The following table sets forth a summary of our cash flows for the years presented:
| For the Year Ended December 31, | ||||||||||||||||
| 2020 | 2021 | 2022 | ||||||||||||||
| (RMB) | (RMB) | (RMB) | (US$) | |||||||||||||
| (in millions) | ||||||||||||||||
| Summary Consolidated Cash Flows Data: |
||||||||||||||||
| Net cash generated from operating activities |
7,121 | 4,987 | 4,455 | 646 | ||||||||||||
| Net cash (used in)/generated from investing activities |
(15,004 | ) | 314 | 8,448 | 1,225 | |||||||||||
| Net cash generated from/(used in) financing activities |
24,874 | (2,448 | ) | (9,919 | ) | (1,438 | ) | |||||||||
| Effect of exchange rate changes on cash and cash equivalents |
(518 | ) | (143 | ) | 57 | 8 | ||||||||||
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| Net increase/(decrease) in cash and cash equivalents |
16,474 | 2,711 | 3,041 | 441 | ||||||||||||
| Cash and cash equivalents at beginning of the year |
7,312 | 23,786 | 26,496 | 3,842 | ||||||||||||
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| Cash and cash equivalents at end of the year |
23,786 | 26,496 | 29,538 | 4,283 | ||||||||||||
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Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, and other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. We assess various options for the deployment of surplus capital or surplus funds, including investment in financial assets, acquisitions or dividend payouts to shareholders.
As of December 31, 2022, we had RMB43.9 billion (US$6.4 billion) in cash at bank, of which 95.2% was held in Renminbi. All of our cash at bank are held by major financial institutions located in China, which we believe are of high credit quality. As of December 31, 2022, there were three banks with which our cash and cash equivalents balance exceeded 10% of our total cash at bank. We had cash generated from operating activities of RMB7.1 billion, RMB5.0 billion and RMB4.5 billion (US$0.6 billion) as of December 31, 2020, 2021 and 2022, respectively.
We believe that net cash generated from operating activities and our cash on hand will be sufficient to meet our current and anticipated needs for general corporate purposes for at least the next 12 months. We may decide to enhance our liquidity position or increase our cash reserve through additional capital and finance funding. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.
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In utilizing the proceeds that we received from our initial public offering or that we may receive from other securities offerings outside of the PRC, we may make additional capital contributions to our PRC subsidiaries, establish new PRC subsidiaries and make capital contributions to these new PRC subsidiaries, make loans to our PRC subsidiaries, acquire onshore entities, or acquire offshore entities with business operations in China in offshore transactions. However, most of these uses are subject to PRC regulations and approvals. For example:
| • | capital contributions to our PRC subsidiaries must be approved by or reported to the Ministry of Commerce or its local counterparts; and |
| • | loans by us to our PRC subsidiaries to finance their activities cannot exceed statutory limits and must be registered with SAFE or its local branches. |
See “Item 4. Information on the Company—B. Business Overview—Regulations Relating to Foreign Exchange.”
Substantially all of our future income is likely to be in Renminbi. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior SAFE approval as long as certain routine procedural requirements are fulfilled. Therefore, our PRC subsidiaries are allowed to pay dividends in foreign currencies to us without prior SAFE approval by following certain routine procedural requirements. However, approval from or registration with competent government authorities is required where the Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may at its discretion restrict access to foreign currencies for current account transactions in the future.
Operating Activities
Net cash generated from operating activities for the year ended December 31, 2022 was RMB4.5 billion (US$646 million), as compared to profit before income tax expenses of RMB13.0 billion (US$1.9 billion) for the same period. The difference was primarily due to an decrease in loans to customers and accounts and other receivables of RMB10.4 billion (US$1.5 billion) and a decrease in accounts and other payables of RMB24.1 billion (US$3.5 billion). The decrease in loans to customers and accounts and other receivables was mainly due to decrease in outstanding balance of loans originated by consolidated trust plans and decrease in accounts and other receivables as we prudently scale down our business due to macroeconomic challenges. The decrease in accounts and other payables and payables to investors of consolidated structured entities was mainly due to decrease in payables to investors of consolidated trust plans as a result of decrease in outstanding balance of loans originated by consolidated trust plans. In addition to these changes in our working capital accounts, the difference between our net cash generated from operating activities and our profit before income tax expenses was also due to the impact of certain other items, in particular unrealized credit impairment losses of RMB12.0 billion (US$1.7 billion), finance cost classified as financing activities of RMB2.5 billion (US$0.4 billion) and foreign exchange losses of RMB0.9 billion (US$0.1 billion), partially offset by investment income classified as investing activities of RMB1.5 billion (US$0.2 billion).
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Net cash generated from operating activities for the year ended December 31, 2021 was RMB5.0 billion, as compared to profit before income tax expenses of RMB23.4 billion for the same period. The difference was primarily due to an increase in loans to customers and accounts and other receivables of RMB101.2 billion and an increase in accounts and other payables of RMB82.5 billion. The increase in loans to customers and accounts and other receivables was due to increase in volume of loans originated by consolidated trust plans and volume of consumer finance loans enabled by our consumer finance subsidiary. The increase in accounts and other payables and payables to investors of consolidated structured entities was due to increase in payables to investors of consolidated trust plans as investment returns. In addition to these changes in our working capital accounts, the difference between our net cash generated from operating activities and our profit before income tax expenses was also due to the impact of certain other items, in particular credit impairment losses of RMB5.7 billion, finance cost classified as financing activities of RMB1.8 billion, asset impairment losses of RMB1.1 billion and depreciation of right-of-use assets of RMB0.6 billion, partially offset by investment income classified as investing activities of RMB1.6 billion.
Net cash generated from operating activities for the year ended December 31, 2020 was RMB7.1 billion, as compared to profit before income tax expenses of RMB17.9 billion for the same period. The difference was primarily due to an increase in accounts and other receivables of RMB68.9 billion and an increase in accounts and other payables of RMB56.2 billion. The increase in loan to customers and accounts and other receivables was due to increase in volume of loans originated by consolidated trust plans. The increase in accounts and other payables and payables to investors of consolidated structured entities was due to increase in payables to investors of consolidated trust plans as investment returns. In addition to these changes in our working capital accounts, the difference between our net cash generated from operating activities and our profit before income tax expenses was also due to the impact of certain other items, in particular credit impairment losses of RMB2.8 billion, finance cost classified as financing activities of RMB3.1 billion and depreciation of right-to-use assets of RMB0.6 billion, partially offset by investment income classified as investing activities of RMB1.1 billion.
Investing Activities
We prudently manage our investment allocation to ensure that we have investments readily convertible into cash from time to time in the event that there is a need for liquidity. We generally seek low-risk investment assets, including bank deposits, wealth management products, and fixed income products.
Net cash generated from investing activities for 2022 was RMB8.4 billion (US$1.2 billion), primarily as a result of proceeds from sale of investment assets of RMB99.0 billion (US$14.4 billion), a decrease in securities purchases under agreements to resell of RMB5.5 billion (US$0.8 billion) and interest received on investment assets of RMB1.7 billion (US$0.3 billion), partially offset by payment for acquisition of investment assets of RMB97.7 billion (US$14.2 billion).
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Net cash generated from investing activities for the year ended December 31, 2021 was RMB0.3 billion, primarily as a result of proceeds from sale of investment assets of RMB132.4 billion, partially offset by payment for acquisition of investment assets of RMB128.6 billion and an increase in securities purchases under agreements to resell of RMB4.8 billion. We also received RMB1.5 billion in interest on investment assets.
Net cash used in investing activities for the year ended December 31, 2020 was RMB15.0 billion, primarily as a result of payment for acquisition of investment assets of RMB166.5 billion and financial assets purchased under reverse repurchase agreements of RMB0.7 billion, partially offset by proceeds from sale of investment assets of RMB151.2 billion and received in interest from investment assets of RMB1.2 billion.
Financing Activities
We generally seek longer term domestic financing activities and implement early repayment or minimizing foreign exchange risk as our strategy for overseas financing activities.
Net cash used in financing activities for 2022 was RMB9.9 billion (US$1.4 billion), primarily as a result of payment for interest expenses and dividend declared of RMB8.9 billion (US$1.3 billion), repayment of borrowings of RMB5.8 billion (US$0.8 billion) and repayment of convertible promissory note payable of RMB3.7 billion (US$0.5 billion), partially offset by proceeds from borrowings of RMB9.0 billion (US$1.3 billion).
Net cash used in financing activities for the year ended December 31, 2021 was RMB2.4 billion, primarily as a result of payment for share repurchase program of RMB6.4 billion, repayment of borrowings of RMB1.8 billion, proceeds from issuance of shares and other equity securities of RMB22.3 million and payment for interest expenses of RMB0.9 billion, partially offset by proceeds from borrowings of RMB7.3 billion.
Net cash generated from financing activities for the year ended December 31, 2020 was RMB24.9 billion, primarily as a result of proceeds from borrowings of RMB10.6 billion and proceeds from issuance of shares and other equity securities of RMB18.9 billion, partially offset by repayment of borrowings of RMB2.9 billion and payment for interest expense of RMB1.2 billion.
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Off–Balance Sheet Arrangements
Third-party credit enhancement providers provide the majority of the financing guarantees for the loans we enable, while we provide the remainder. The following table sets forth the balance of our remaining commitment as at each balance sheet date under the financing guarantee contracts for which we do not consolidate the underlying loans.
| As of December 31, | ||||||||||||||||
| 2020 | 2021 | 2022 | ||||||||||||||
| (RMB) | (RMB) | (RMB) | (US$) | |||||||||||||
| (in millions) | ||||||||||||||||
| Financing guarantee commitments |
20,969 | 64,731 | 68,503 | 9,932 | ||||||||||||
Aside from the above, we have not entered into any financing guarantees or other commitments to guarantee the payment obligations of any unconsolidated third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholders’ equity or that are not reflected in our consolidated financial statements. 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 engages in leasing, hedging or product development services with us.
Contractual Obligations
The following table sets forth our contractual obligations as of December 31, 2022:
| Total | Less than 1 year | 1–3 years | 3–5 years | More than 5 years | ||||||||||||||||||||||||||||||||||||
| (RMB) | (US$) | (RMB) | (US$) | (RMB) | (US$) | (RMB) | (US$) | (RMB) | (US$) | |||||||||||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||||||||||||||||
| Non-cancellable leases |
794 | 115 | 472 | 68 | 315 | 46 | 7 | 1 | — | — | ||||||||||||||||||||||||||||||
Non-cancellable leases represent leases for office premises.
Other than as shown above, we did not have any significant capital and other commitments, long-term obligations, or guarantees as of December 31, 2022.
Holding Company Structure
Lufax Holding Ltd is a holding company with no material operations of its own. We conduct operations in China primarily through our subsidiaries, the consolidated affiliated entities and their subsidiaries in China. As a result, although other means are available for us to obtain financing at the holding company level, Lufax Holding Ltd’s ability to pay dividends to its shareholders and to service any debt it may incur may depend upon dividends paid by our PRC subsidiaries and on technical and consulting service fees paid by the consolidated affiliated entities in China. If our existing PRC subsidiaries or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. In addition, our wholly foreign-owned subsidiaries in China are permitted to pay dividends to us only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Under PRC law, each of our subsidiaries and consolidated affiliated entities in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. In addition, our subsidiaries and consolidated affiliated entities may allocate a portion of their after-tax profits based on PRC accounting standards to discretionary surplus funds at their discretion. Some of our subsidiaries are also required to set aside risk reserve funds. The statutory reserve funds and the discretionary surplus funds are not distributable as cash dividends. Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by SAFE. Some of our PRC subsidiaries will not be able to pay dividends until they generate accumulated profits and meet the requirements for statutory reserve funds or general risk reserves.
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| C. | Research and Development |
See “Item 4. Information on the Company—B. Business Overview—Our Technology” 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 year ended December 31, 2022 that are reasonably likely to have a material and adverse effect on our income, expenses, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial conditions.
| E. | Critical Accounting Estimates |
Not applicable.
Item 6. Directors, Senior Management and Employees
| A. | Directors and Senior Management |
The following table sets forth information regarding our executive officers and directors.
| Directors and Executive Officers |
Age |
Position/Title | ||
| Yong Suk Cho | 51 | Chairman of the Board and Chief Executive Officer | ||
| Gregory Dean Gibb | 56 | Director and Co-Chief Executive Officer | ||
| Guangheng Ji | 54 | Director | ||
| Xin Fu | 43 | Director | ||
| Yuqiang Huang | 41 | Director | ||
| Rusheng Yang | 54 | Independent Director | ||
| Weidong Li | 54 | Independent Director | ||
| Xudong Zhang | 57 | Independent Director | ||
| David Xianglin Li | 59 | Independent Director | ||
| Dongqi Chen | 54 | General Manager | ||
| Youn Jeong Lim | 51 | Chief Risk Officer | ||
| David Siu Kam Choy | 48 | Chief Financial Officer | ||
| Jinliang Mao | 56 | Chief Technology Officer |
Mr. Yong Suk Cho has been the chairman of our board and chief executive officer of our company since August 2022, and he served as co-chief executive officer of our company from January 2021 to August 2022 and has been a director of our company since March 2016. He has also been a director of Ping An Puhui since December 2017. Mr. Cho has extensive experience in the consumer finance industry. Mr. Cho served as the vice president of portfolio management team of Citibank Korea from July 1999 to March 2006, and senior vice president of marketing department of the Hongkong and Shanghai Banking Corporation Limited, Seoul Branch from April 2006 to October 2007. Mr. Cho subsequently joined Ping An Group where he held a number of management positions, including deputy general manager of the business strategy development division of the credit guarantee insurance business department, assistant to the general manager, deputy general manager and general manager of the credit guarantee insurance business department from October 2007 to February 2015. Mr. Cho obtained his MBA degree from the University of California, Berkeley, Haas School of Business in May 1999.
Mr. Gregory Dean Gibb has been the co-chief executive officer of our company since January 2021 and a director of our company since December 2014, and he served as our chief executive officer from March 2016 to January 2021. He has also been the legal representative of Shanghai Lufax since September 2011. Mr. Gibb has over 20 years of experience serving multinational and domestic companies in the finance and investment industry. Mr. Gibb served various positions at McKinsey Company from January 1992 to September 2006, including as its director and the chief operating officer of Taishin Financial Holding Co., Ltd, a company listed on the Taiwan Stock Exchange (stock code: 2887), from September 2006 to May 2011. After that, Mr. Gibb joined Ping An Insurance and served as the chief innovation officer from May 2011 to April 2013. Mr. Gibb obtained his bachelor of arts degree from Middlebury College in May 1989.
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Mr. Guangheng Ji has been a director of our company since November 2022. Currently, he has been serving as senior vice president of Ping An Group since March 2022. Mr. Ji served as the chairman of the board of directors of our company from January 2021 to August 2022 and the co-chairman of the board of directors of our company from April 2020 to January 2021. Mr. Ji has years of experience in the finance industry. Mr. Ji served as the vice president of Shanghai Pudong Development Bank Co., Ltd., a company listed on the Shanghai Stock Exchange (stock code: 600000), from April 2009 to October 2015, the chairman of the board of Shanghai Rural Commercial Bank Co., Ltd., a company subsequently listed on the Shanghai Stock Exchange (stock code: 601825), and vice chairman of the board and co-president of Shenzhen Baoneng Investment Group Limited from March 2019 to March 2020. Mr. Ji obtained his bachelor’s degree in economic geography, master’s degree in human geography and Ph.D. degree in regional economics from Peking University in July 1991, July 1994 and July 2009, respectively.
Ms. Xin Fu has been a director of our company since November 2022. Currently, she has been serving as the chief operating officer of Ping An Group since March 2022 and director of the strategic development center of Ping An Group since March 2020. She joined Ping An Group in October 2017 as general manager of its planning department, and served as deputy chief financial officer of Ping An Group between March 2020 and March 2022. Prior to joining Ping An Group, Ms. Fu worked in Roland Berger Enterprise Management (Shanghai) Co., Ltd from August 2015 to October 2017, where she had years of experience in planning and implementing finance and fintech related projects. Ms. Fu has also been serving as a non-executive director of OneConnect Financial Technology Co., Ltd., a company listed on the NYSE (stock code: OCFT) and on the Hong Kong Stock Exchange (stock code: 6638), since November 2022. Ms. Fu obtained a master’s degree in business administration from Shanghai Jiao Tong University in June 2012.
Mr. Yuqiang Huang has been a director of our company since December 2022. Currently, he has been serving as a non-executive director of Ping An Leasing International Co., Ltd. since December 2022, a non-executive director of Ping An Real Estate Co., Ltd. since December 2022, and the general manager of audit and supervision department of Ping An Group since March 2023. Mr. Huang has over 18 years of experience in risk management of the financial industry. Mr. Huang held various positions at Shenzhen Development Bank (now merged with and renamed as Ping An Bank) from July 2004 to May 2021, including as manager of the economic capital and portfolio management office of the risk management department of the head office from April 2015 to December 2016, manager of the credit risk management office of the risk management department of the head office from December 2016 to September 2018, and deputy general manager and subsequently general manager of the asset monitoring department of the head office from September 2018 to May 2021. Mr. Huang obtained a bachelor’s degree in business management from Nanjing University in June 2004.
Mr. Rusheng Yang has been an independent director of our company since July 2020 . Mr. Yang currently is a partner at Jonten Certified Public Accountants and has also been an independent director of Ping An Bank, a company listed on the Shenzhen Stock Exchange (stock code: 000001), since February 2017, and an independent non-executive director of IPE Group Limited, a company listed on the Hong Kong Stock Exchange (stock code: 929), since June 2017. Mr. Yang has over 20 years of experience in the finance, audit and tax industries. Mr. Yang served as the senior manager at Shenzhen Yongming CPA Co., Ltd. from October 1994 to December 2000, partner at Shenzhen Guangshen Certified Public Accountants Firm from January 2001 to December 2004, managing partner at Shenzhen Youxin Certified Public Accountants Firm from January 2005 to July 2007, managing partner at Wanlong Asia CPA Co., Ltd. from August 2007 to September 2009, partner at Crowe Horwath China Certified Public Accountants Co., Ltd. from October 2009 to September 2013, and partner at Rui Hua Certified Public Accountants from October 2013 to December 2019. Mr. Yang has been a partner at Zhongtianyun Certified Public Accountants (Special General Partnership) since January 2020. Mr. Yang obtained his master’s degree in accounting from Jinan University in June 1993. Mr. Yang is a certified public accountant since January 1995 and is currently a certified tax agent in the PRC.
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Mr. Weidong Li has been an independent director of our company since April 2018. Mr. Li has been an independent director of Shenzhen Yan Tian Port Holdings Co., Ltd., a company listed on the Shenzhen Stock Exchange (stock code: 000088), since June 2022, an independent non-executive director of Ocean Line Port Development Limited, a company listed on the Hong Kong Stock Exchange (stock code: 8502), since June 2018, an independent non-executive director of China Traditional Chinese Medicine Holdings Co. Limited, a company listed on the Hong Kong Stock Exchange (stock code: 00570), since February 2019, and Mr. Li had also been an independent director of Ping An Securities Co., Ltd. from September 2016 to November 2022, an independent director of AVIC Sanxin Co., Ltd. (currently known as Hainan Development Holdings Nanhai Co., Ltd.), a company listed on the Shenzhen Stock Exchange (stock code: 002163), from June 2018 to June 2020, an independent director of Shenzhen MYS Environmental Protection Technology Co., Ltd., a company listed on the Shenzhen Stock Exchange (stock code: 002303), from September 2013 to November 2019, and an independent director of Netac Technology Co., Ltd., a company listed on the Shenzhen Stock Exchange (stock code: 300042), from February 2014 to February 2017, respectively. Mr. Li has extensive experience in corporate legal affairs. Mr. Li was a lawyer at Jiangsu Jingwei Law Firm (later known as Jiangsu Gaode Law Firm) from February 1994 to March 1997. Mr. Li obtained his bachelor’s degrees in mineral ore geochemistry and economic law from Nanjing University in July 1990 and July 1992, respectively. He obtained his Ph.D. degree in law from the City University of Hong Kong in November 2004. Mr. Li is currently a qualified lawyer in the PRC and a registered foreign lawyer with the Law Society of Hong Kong.
Mr. Xudong Zhang has been an independent director of our company since April 2018. Mr. Zhang also served as an independent director of Ping An Securities Co., Ltd. from January 2017 to November 2022 and is an independent director of Chifeng Jilong Gold Mining Co., Ltd., a company listed on the Shanghai Stock Exchange (stock code: 600988) since January 2022. Mr. Zhang is currently the chairman of Huakong Tsingjiao Information Science (Beijing) Co., Ltd. Mr. Zhang has extensive experiences in the financial services industry. Mr. Zhang served as a private placement service analyst in New England Financial from October 1990 to June 1994, a vice president in BankBoston, N.A. from July 1994 to September 1996, and a managing director of corporate finance department in Koch Industries, Inc. from September 1996 to July 1998. Mr. Zhang subsequently served as the managing director and head of China structured sales in global markets division of Deutsche Bank AG, Hong Kong Branch from March 2007 to August 2009, and the managing director of the fixed income, currency commodities divisions of Goldman Sachs (Asia) L.L.C. from September 2009 to December 2012. He was the chairman of Sapinda Asia Pacific Holdings Limited from July 2014 to September 2016. Mr. Zhang obtained his master’s degree in community economic development from Southern New Hampshire University (formerly known as New Hampshire College) in September 1990.
Mr. David Xianglin Li has been an independent director of our company since January 2021. Mr. Li is currently a clinical professor and co-director (academic) of the master of finance program at the Shanghai Advanced Institute of Finance, and an vice president of Chinese Academy of Financial Research at Shanghai Jiao Tong University and deputy director of the China Academy of Financial Research. Mr. Li has extensive experience in the finance industry and is a recognized leader in credit derivatives research and risk management. Prior to his current position, Mr. Li served as the investment vice president in risk management at Prudential Financial from March 2016 to June 2017, and managing director and the head of risk management group at China International Capital Corporation Ltd. from June 2008 to February 2012. Mr. Li also has extensive research experiences in various financial institutions, including Citigroup, Canadian Imperial Bank of Commerce, AXA Financial, RiskMetrics Group and Barclays Capital. Mr. Li obtained his bachelor’s degree in mathematics from Yangzhou Normal College (consolidated into and currently known as Yangzhou University) in July 1983, master’s degree in monetary banking from Nankai University in June 1987, MBA degree from Laval University in May 1991, and Ph.D. degree in statistics from the University of Waterloo in October 1995.
Mr. Dongqi Chen has been the general manager of our company since August 2022. He currently also serves as chairman of Ping An Consumer Finance Co., Ltd. Mr. Chen has over 25 years of experience in sales management and the financial industry. Prior to his current positions, Mr. Chen has served as general manager of Ping An Puhui from June 2020 to August 2022, executive deputy general manager of Ping An Puhui from February 2017 to June 2020, deputy general manager of Ping An Puhui from June 2016 to February 2017, and assistant to the general manager of Ping An Puhui from July 2015 to May 2016. Mr. Chen has served as assistant to the general manager of Ping An Insurance Agency Co., Ltd. from November 2014 to June 2015 and held a number of positions in Ping An Property Casualty Insurance Company of China Ltd. from September 1996 to October 2014, including as assistant to general manager of the Credit Guarantee Insurance Business Unit from July 2013 to October 2014. Mr. Chen received his bachelor’s degree in insurance from Nankai University in July 1991.
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Ms. Youn Jeong Lim has been the chief risk officer of our company since August 2022. She served as vice president of Ping An Puhui from March 2017 to August 2022, and was also the chief risk officer of Ping An Puhui, where she was responsible for the comprehensive risk management of retail lending business of our company. Ms. Lim has led the transformation of Ping An Puhui’s risk management system from a traditional model into a technology-supported, data-driven online model. Prior to joining Ping An Puhui in May 2008, Ms. Lim has served as the head of consumer finance risk management department of Standard Chartered Bank in Korea from July 2006 to April 2008 and the head of credit card business planning department of Citibank in Korea from April 1999 to September 2005. Ms. Lim received her master’s degree in arts from Ohio State University in June 1996.
Mr. David Siu Kam Choy has been the chief financial officer of our company since August 2022. He has also been the chief financial officer of Ping An Puhui since October 2018. Mr. Choy served in various positions at KPMG Hong Kong and Ernst Young Beijing, Guangzhou and Hong Kong from July 1997 to September 2005, and served as the general manager of the finance department of Shenzhen Development Bank Company Limited (now known as Ping An Bank) from October 2005 to December 2006. Mr. Choy subsequently joined Ping An Insurance where he served as the deputy general manager of group finance department from March 2007 to January 2009, deputy general manager of group planning department from January 2009 to March 2014, and deputy general manager and general manager of group treasury department from March 2014 to September 2018. Representing Ping An Insurance during his service at the group, Mr. Choy also served in various directorship roles within the Ping An Group, namely, chairman of China Ping An Insurance Overseas (Holdings) Limited, director of each of Shenzhen Ping An Fintech Company, Ping An of China Asset Management (Hong Kong) Company Limited, Ping An Real Estate Co., Ltd. and Ping An Yiqianbao E-commerce Company Limited. Mr. Choy obtained his bachelor’s degree in finance from The Hong Kong University of Science and Technology in November 1997 and his master’s degree in corporate governance and directorship from the Hong Kong Baptist University in November 2015. He also completed the senior executives program in corporate governance at Stanford University in March 2017. He is currently a member of the Hong Kong Institute of Certified Public Accountants.
Mr. Jinliang Mao has been the chief technology officer of our company since December 2017. He has also been the general manager of Lufax (Shenzhen) Technology since September 2018. Mr. Mao has extensive experience in internet technology. He joined Ping An in April 1993 and has since then held various positions relating to information management within Ping An Group. Mr. Mao obtained his bachelor’s degree in engineering from National University of Defense Technology in July 1988 and master’s degree in engineering from National University of Defense Technology in June 1991.
| B. | Compensation |
Compensation of Directors and Executive Officers
For the year ended December 31, 2022, we paid an aggregate of RMB37 million (US$5 million) in cash and benefits to our executive officers and directors. For share incentive grants to our officers and directors, see “—Share Incentive Plans.” We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our executive officers and directors or entered into service contracts with our directors providing for benefits upon termination of employment. Our PRC subsidiaries are required by law to make contributions equal to certain percentages of each employee’s salary for his or her pension insurance, medical insurance, unemployment insurance and other statutory benefits and a housing fund.
Employment Agreements and Indemnification Agreements
We have entered into employment agreements with our senior executive officers. Pursuant to these agreements, we are entitled to terminate a senior executive officer’s employment for cause at any time for certain acts of the officer, such as being convicted of any criminal conduct, any act of gross or willful misconduct or any serious, willful, grossly negligent or persistent breach of any employment agreement provision, or engaging in any conduct which may make the continued employment of such officer detrimental to our company. We may also terminate a senior executive officer’s employment without cause upon 60-day advance written notice, and a senior executive officer may terminate his/her employment agreement voluntarily at any time with a 60-day advance written notice. The employment agreements also contain confidentiality, non-disclosure, assignment of intellectual property, non-competition, non-solicitation and non-interference provisions.
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We have also entered into indemnification agreements with our directors and senior executive officers. Under these agreements, we agree to indemnify them against certain liabilities and expenses that they incur in connection with claims made by reason of their being a director or officer of our company.
Share Incentive Plans
Amended and Restated Phase I Share Incentive Plan
In December 2014, we adopted the Phase I Share Incentive Plan, which, as amended and restated, most recently on July 21, 2021, we refer to as the 2014 Plan in this annual report. The maximum aggregate number of shares authorized and reserved under the 2014 Plan is 20,644,803 ordinary shares. As of February 28, 2023, options to purchase a total of 10,604,963 ordinary shares are outstanding under the 2014 Plan.
The following paragraphs summarize the principal terms of the 2014 Plan.
Grant of options. The 2014 Plan permits us to grant options to qualified participants to purchase a specified number of our ordinary shares at a specified price during specified time periods. The options may be vested and exercised subject to certain terms and conditions. Our board of directors determines whether we will grant any options on an annual basis.
Plan administration. Our board of directors determines the participants to receive options, the number of options to be granted, the time and number of options to be vested, the number of vested options to be exercised, and other terms and conditions of each grant. Our board of directors may delegate authority to a director, a committee of the board, or other designated person to administer the 2014 Plan.
Grant notice. Options granted under the 2014 Plan are evidenced by a grant notice that sets forth the number of options granted, date of grant, vesting schedule, exercise price, term of effectiveness, exercisable periods, and other terms and conditions.
Eligibility. We may grant options to our directors, officers, employees, consultants, and other persons determined by our board of directors.
Vesting schedule. Unless otherwise approved by our board of directors, the vesting schedule for each grant is four years, and each grant may start to vest on the first anniversary of the date of grant, with the maximum number of options vested for each year being 25% of such grant, subject to certain exceptions provided in the 2014 Plan.
Exercise of options. Our board of directors determines the exercise price for each grant, which is stated in the grant notice. Unless otherwise stated in the 2014 Plan and the grant notice or determined by the board of directors, options vested will be exercisable on and after the initial exercise date, prior to the expiration of its term of effectiveness. Unless determined otherwise by our board of directors, the initial exercise date will not be earlier than six months after the occurrence of our initial public offering and not be later than eight years after the date of grant. Options that are vested and exercisable will terminate if they are not exercised prior to the time stated under the 2014 Plan and the grant notice. Unless otherwise agreed, each grant of options has a term of effectiveness of ten years from its date of grant.
Transfer restrictions. Unless otherwise permitted by applicable law and agreed upon by our board of directors, options may not be transferred, pledged or otherwise disposed of in any manner by the participants.
Termination and amendment. Our board of directors has the authority to terminate or change the 2014 Plan at any time at its discretion.
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Amended and Restated Phase II Share Incentive Plan
In August 2015, we adopted the Phase II Share Incentive Plan, which, as amended and restated, most recently on July 21, 2021, we refer to as the 2015 Plan in this annual report. The maximum aggregate number of shares authorized and reserved under the 2015 Plan is 10,000,000 ordinary shares. As of February 28, 2023, options to purchase a total of 3,830,933 ordinary shares are outstanding under the 2015 Plan.
The following paragraphs summarize the principal terms of the 2015 Plan.
Grant of options. The 2015 Plan permits us to grant options to qualified participants to purchase a specified number of our ordinary shares at a specified price during specified time periods. The options may be vested and exercised subject to certain terms and conditions. Our board of directors determines whether we will grant any options on an annual basis.
Plan administration. Our board of directors determines the participants to receive options, the number of options to be granted, the time and number of options to be vested, the number of vested options to be exercised, and other terms and conditions of each grant. Our board of directors may delegate authority to a director, a committee of the board, or other designated person to administer the 2015 Plan.
Grant notice. Options granted under the 2015 Plan are evidenced by a grant notice that sets forth the number of options granted, date of grant, vesting schedule, exercise price, term of effectiveness, exercisable periods, and other terms and conditions.
Eligibility. We may grant options to our directors, officers, employees, consultants, and other persons determined by our board of directors.
Vesting schedule. Unless otherwise approved by our board of directors, the vesting schedule for each grant is four years, and each grant may start to vest on the first anniversary of the date of grant, with the maximum number of options vested for each year being 25% of such grant, subject to certain exceptions provided in the 2015 Plan.
Exercise of options. Our board of directors determines the exercise price for each grant, which is stated in the grant notice. Unless otherwise stated in the 2015 Plan and the grant notice or determined by the board of directors, options vested will be exercisable on and after the initial exercise date, prior to the expiration of its term of effectiveness. Unless determined otherwise by our board of directors, the initial exercise date will not be earlier than six months after the occurrence of our initial public offering and not be later than eight years after the date of grant. Options that are vested and exercisable will terminate if they are not exercised prior to the time stated under the 2015 Plan and the grant notice. Unless otherwise agreed, each grant of options has a term of effectiveness of ten years from its date of grant.
Transfer restrictions. Unless otherwise permitted by applicable law and agreed upon by our board of directors, options may not be transferred, pledged or otherwise disposed of in any manner by the participants.
Termination and amendment. Our board of directors has the authority to terminate or change the 2015 Plan at any time at its discretion.
Amended and Restated 2019 Performance Share Unit Plan
In September 2019, we adopted the 2019 Performance Share Unit Plan, which, as amended and restated, most recently on July 21, 2021, we refer to as the 2019 Plan in this annual report. The maximum aggregate number of shares authorized and reserved under the 2019 Plan is 15,000,000 ordinary shares. As of February 28, 2023, performance share units to receive a total of 2,320,547 ordinary shares are outstanding under the 2019 Plan.
The following paragraphs summarize the principal terms of the 2019 Plan.
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Grant of performance share units. The 2019 Plan permits us to grant performance share units to qualified participants to purchase a specified number of our ordinary shares at a specified price during specified time periods. The performance share units may be unlocked and vested subject to certain terms and conditions. Our board of directors determines whether we will grant any performance share units on an annual basis.
Plan administration. Our board of directors, or the plan administrator authorized by our board of directors, determines the participants to receive performance share units and the number of performance share units to be granted. Our board of directors further determines the time and number of performance share units to be unlocked, the number of unlocked performance share units to be vested, and other terms and conditions of each grant.
Grant notice. Performance share units granted under the 2019 Plan are evidenced by a grant notice that sets forth the number of performance share units granted, date of grant, unlocking schedule and vesting period, purchase price, vesting method, term of effectiveness, and other terms and conditions.
Eligibility. We may grant performance share units to our directors, officers, employees, consultants, and other persons determined by our board of directors.
Unlocking schedule. Unless otherwise approved by our board of directors, the unlocking schedule for each grant is four years, and each grant may start to unlock on the first anniversary of the date of grant, with the maximum number of performance share units unlocked for each year being 25% of such grant, subject to certain exceptions provided in the 2019 Plan.
Vest of performance share units. The purchase price for each grant is stated in the grant notice but may be changed by our board of directors at its discretion. Unless otherwise stated in the 2019 Plan and the grant notice or determined by the board of directors, performance share units unlocked can become vested on and after the initial vest date, prior to the expiration of its term of effectiveness. Unless determined otherwise by our board of directors, the initial vest date will not be earlier than six months after the occurrence of our initial public offering and not be later than eight years after the date of grant. Performance share units that are unlocked and vesting will terminate if they are not vested prior to the time stated under the 2019 Plan and the grant notice. Unless otherwise agreed, each grant of performance share units has a term of effectiveness of ten years from its date of grant.
Transfer restrictions. Unless otherwise permitted by applicable law and agreed upon by our board of directors, performance share units may not be transferred, pledged or otherwise disposed of in any manner by the participants.
Termination and amendment. Our board of directors has the authority to terminate or change the 2019 Plan at any time at its discretion.
The following table summarizes, as of February 28, 2023, the number of ordinary shares underlying outstanding options that we granted to our directors and executive officers pursuant to the 2014 Plan and the 2015 Plan.
| Name |
Ordinary Shares Underlying Outstanding Options Granted |
Exercise Price for Options (Per Ordinary Share in RMB) |
Date of Grant |
Vesting Period |
Date of Expiration | |||||
| Yong Suk Cho | * | 98.06 –118.0 | April 8, 2016 and December 29, 2017 | 4 years | April 8, 2026 and December 29, 2027 | |||||
| Gregory Dean Gibb | * | 8.0 – 98.06 | December 22, 2014 to April 1, 2017 | 4 years | December 22, 2024 to April 1, 2027 | |||||
| Dongqi Chen | * | 98.06 | August 1, 2016 | 4 years | August 1, 2026 | |||||
| Youn Jeong Lim | * | 98.06 | August 1, 2016 | 4 years | August 1, 2026 | |||||
| Jinliang Mao | * | 50.0 –118.00 | August 14, 2015 to December 29, 2017 | 4 years | August 14, 2025 to December 29, 2027 |
| * | Less than 1% of our total outstanding shares. |
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The following table summarizes, as of February 28, 2023, the number of ordinary shares underlying outstanding performance share units that we granted to our directors and executive officers pursuant to the 2019 Plan.
| Name |
Ordinary Shares Underlying Unvested Performance Share Units Granted |
Date of Grant |
Unlocking Period |
Date of Expiration | ||||
| Yong Suk Cho | * | November 1, 2020 | 4 years | November 1, 2030 | ||||
| Gregory Dean Gibb | * | November 1, 2020 | 4 years | November 1, 2030 | ||||
| Guangheng Ji | * | April 1, 2020 and November 1, 2020 | 4 years | April 1, 2030 and November 1, 2030 | ||||
| Dongqi Chen | * | November 1, 2020 | 4 years | November 1, 2030 | ||||
| Youn Jeong Lim | * | November 1, 2020 | 4 years | November 1, 2030 | ||||
| David Siu Kam Choy | * | June 3, 2020 and November 1, 2020 | 4 years | June 3, 2030 and November 1, 2030 | ||||
| Jinliang Mao | * | November 1, 2020 | 4 years | November 1, 2030 |
| * | Less than 1% of our total outstanding shares. |
As of February 28, 2023, our employees and consultants other than directors and executive officers as a group held options to purchase and performance share units to receive 14,049,419.5 ordinary shares, with exercise prices ranging from RMB8 per share to RMB118 per share for outstanding options.
| C. | Board Practices |
Board of Directors
Our board of directors consists of 9 directors. A director is not required to hold any shares in our company to qualify to serve as a director. Following a declaration of nature of interest pursuant to our memorandum and articles of association and subject to any separate requirement for Audit Committee approval under applicable law or the listing rules of the NYSE, and unless disqualified by the chairman of the relevant board meeting, a director may vote with respect to any contract, proposed contract, or arrangement in which he or she is interested. A director may exercise all the powers of the company to raise or borrow money, to mortgage or charge all or any part of its undertaking, property and assets (present and future) and uncalled capital and subject to the Companies Act (As Revised) of the Cayman Islands, to issue debentures, bonds or other securities whether outright or as collateral security for any debt, liability or obligation of the company or of any third party.
Committees of the Board of Directors
We have established an audit committee and a nomination and remuneration committee under the board of directors. We have adopted a charter for each of the two committees. Each committee’s members and functions are described below.
Audit Committee. Our audit committee consists of Mr. Rusheng Yang, Mr. Xudong Zhang and Mr. David Xianglin Li, and is chaired by Mr. Rusheng Yang. Each of Mr. Yang, Mr. Zhang and Mr. Li satisfies the “independence” requirements of Section 303A of the Corporate Governance Rules of the NYSE and meet the independence standards under Rule 10A-3 under the Exchange Act. We have determined that Mr. Rusheng Yang 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:
| • | selecting the independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by the independent registered public accounting firm; |
| • | reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response; |
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| • | reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act; |
| • | discussing the annual audited financial statements with management and the independent registered public accounting firm; |
| • | reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of material control deficiencies; |
| • | annually reviewing and reassessing the adequacy of our audit committee charter; |
| • | meeting separately and periodically with management and the independent registered public accounting firm; and |
| • | reporting regularly to the board. |
Nomination and Remuneration Committee. Our nomination and remuneration committee consists of Mr. Weidong Li, Mr. Xudong Zhang and Mr. Rusheng Yang, and is chaired by Mr. Weidong Li. Each of Mr. Li, Mr. Zhang and Mr. Yang satisfies the “independence” requirements of Section 303A of the Corporate Governance Rules of the NYSE. The nomination and remuneration committee assists the board in selecting individuals qualified to become our directors, determining the composition of the board and its committees, 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 upon. The nomination and remuneration committee is responsible for, among other things:
| • | recommending nominees to the board for election or re-election to the board, or for appointment to fill any vacancy on the board; |
| • | reviewing annually with the board the current composition of the board with regards to characteristics such as independence, age, skills, experience and availability of service to us; |
| • | selecting and recommending to the board the names of directors to serve as members of the audit committee, as well as of the nomination and remuneration committee itself; |
| • | monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance; |
| • | reviewing the total compensation package for our executive officers and making recommendations to the board with respect to it; |
| • | reviewing the compensation of our non-employee directors and making recommendations to the board with respect to it; and |
| • | periodically reviewing and approving any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses, and employee pension and welfare benefit plans. |
Duties of Directors
Under Cayman Islands law, our directors have fiduciary duties, including duties of loyalty and a duty to act honestly in good faith with a view to our best interests. Our directors also have a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be expected from a person of his or her knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association. We have the right to seek damages if a duty owed by our directors is breached. You should refer to “Item 10. Additional information—B. Memorandum and Articles of Association— Differences in Corporate Law” for additional information on our standard of corporate governance under Cayman Islands law.
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Terms of Directors and Officers
Our officers are elected by and serve at the discretion of the board of directors. Our directors are not subject to a term of office and hold office until such time as they resign or are removed from office by ordinary resolution of the shareholders. A director will be removed from office automatically if, among other things, the director (i) becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his or her creditors; or (ii) dies or is found by our company to be of unsound mind or (iii) without special leave of absence from the board, is absent from meetings of the board three consecutive meetings and the board resolves that his office be vacated; or (iv) is prohibited by law from being a director; or (v) ceases to be a director by virtue of any provision of the law of the Cayman Islands or our memorandum and articles of association or is removed from office pursuant to our memorandum and articles of association.
| D. | Employees |
Our success depends on our ability to attract, retain and motivate qualified personnel, including personnel from both the finance and technology industries. We had a total of 71,034 full-time employees as of December 31, 2022. Almost all of our employees are based in China.
The following table sets forth a breakdown of our employees by function as of December 31, 2022:
| Function | Number of Employees | Percentage | ||||||
| Sales and marketing |
||||||||
| Direct sales |
46,991 | 66.2 | ||||||
| Channel management |
3,756 | 5.3 | ||||||
| Online sales |
3,381 | 4.8 | ||||||
|
|
|
|
|
|||||
| Total sales and marketing |
54,128 | 76.2 | ||||||
| Credit assessment |
1,993 | 2.8 | ||||||
| Post-origination services |
9,547 | 13.4 | ||||||
| General and administrative |
4,420 | 6.2 | ||||||
| Technology and research |
745 | 1.0 | ||||||
| Other |
201 | 0.3 | ||||||
|
|
|
|
|
|||||
| Total |
71,034 | 100.0 | ||||||
|
|
|
|
|
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The following table sets forth the number of our employees by geography as of December 31, 2022:
| Number of Employees | Percentage | |||||||
| Jiangsu |
8,193 | 11.5 | % | |||||
| Guangdong |
7,519 | 10.6 | % | |||||
| Shanghai |
4,974 | 7.0 | % | |||||
| Shandong |
4,665 | 6.6 | % | |||||
| Hebei |
4,499 | 6.3 | % | |||||
| Hubei |
4,161 | 5.9 | % | |||||
| Henan |
3,648 | 5.1 | % | |||||
| Sichuan |
3,581 | 5.0 | % | |||||
| Anhui |
3,306 | 4.7 | % | |||||
| Hunan |
2,445 | 3.4 | % | |||||
| Others |
24,043 | 33.8 | % | |||||
|
|
|
|
|
|||||
| Total |
71,034 | 100.0 | % | |||||
|
|
|
|
|
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As part of our retention strategy, we offer employees competitive salaries, performance-based cash bonuses, incentive share grants and other incentives. Our management recognizes the importance of realizing personal values for our employees and promotes a transparent appraisal system for all our employees seeking career advancement across different business departments. Our appraisal system provides the basis for making human resource decisions such as base compensation, bonuses, career promotion and employee share incentive grants. In order to maintain a competitive edge, we will continue to focus on attracting and retaining qualified professionals by providing an incentive-based and market-driven compensation structure that rewards performance and results.
We primarily recruit our employees through recruitment agencies, on-campus job fairs, industry referrals, internal referrals and online channels. In addition to on-the-job training, we regularly provide management, financial, technology, regulatory and other training to our employees by internally sourced speakers or externally hired consultants. Our employees may also attend external training with the approval of their supervisor.
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As required by PRC laws and regulations, we participate in housing fund and various employee social security plans that are organized by the regional government authorities, including housing, pension, medical, work-related injury, maternity insurance and unemployment benefit plans, under which we make contributions at specified percentages of the salaries of our employees. We also purchase commercial health and accident insurance coverage for our employees. In 2020, 2021 and 2022, we complied with all material aspects of these requirements and were not subject to any material administrative fines or penalties.
To date, we have not experienced any labor strikes or other material labor disputes that have affected our operations. None of our employees are represented by a union or collective bargaining agreements. We believe that we have a good relationship with our employees.
| E. | Share Ownership |
The following table sets forth information concerning the beneficial ownership of our ordinary shares as of the date of this annual report by:
| • | each of our directors and executive officers; and |
| • | each person known to us to beneficially own more than 5% of our total outstanding shares on an as-converted basis. |
The calculations in the table below are based on 1,146,018,927 ordinary shares outstanding (excluding shares underlying the ADSs repurchased by our company pursuant to the share repurchase programs and shares issued to the depositary for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of options or awards granted under the share incentive plans) as of February 28, 2023.
Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days, including through the exercise of any option, warrant or other right or the conversion of any other security. These shares, however, are not included in the computation of the percentage ownership of any other person.
| Ordinary Shares Beneficially Owned |
||||||||
| Number | % | |||||||
| Directors and Executive Officers**: |
||||||||
| Yong Suk Cho |
* | * | ||||||
| Gregory Dean Gibb |
* | * | ||||||
| Guangheng Ji(1) |
* | * | ||||||
| Xin Fu(2) |
— | — | ||||||
| Yuqiang Huang(2) |
— | — | ||||||
| Rusheng Yang(3) |
— | — | ||||||
| Weidong Li(4) |
— | — | ||||||
| Xudong Zhang(5) |
— | — | ||||||
| David Xianglin Li(6) |
— | — | ||||||
| Dongqi Chen |
* | * | ||||||
| Youn Jeong Lim |
* | * | ||||||
| David Siu Kam Choy |
* | * | ||||||
| Jinliang Mao |
* | * | ||||||
| All Directors and Executive Officers as a Group |
* | * | ||||||
| Principal Shareholders: |
||||||||
| Ping An Group(7) |
474,905,000 | 41.4 | ||||||
| Tun Kung Company Limited(8) |
323,829,680 | 28.3 | ||||||
| * | Less than 1% of our total outstanding shares. |
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| ** | Except as indicated otherwise below, the business address of our directors and executive officers is Tower A, Shanghai Ping An Building, No. 206 Kaibin Road, Xuhui District, Shanghai, the People’s Republic of China. |
| (1) | The business address of Mr. Guangheng Ji is No. 1333 Lujiazui Ring Road, Pudong New District, Shanghai, the People’s Republic of China. |
| (2) | The business address of Ms. Xin Fu and Mr. Yuqiang Huang is Ping An Financial Center, No. 5033 Yitian Road, Futian District, Shenzhen, Guangdong, the People’s Republic of China. |
| (3) | The business address of Mr. Rusheng Yang is 2609B Golden Central Tower, 3037 Jintian Road, Futian District, Shenzhen, Guangdong, the People’s Republic of China. |
| (4) | The business address of Mr. Weidong Li is 1603 Pilkem Commercial Centre, 8 Pilkem Street, Kowloon, Hong Kong. |
| (5) | The business address of Mr. Xudong Zhang is 10/F, Chuangye Building, Tsinghua University Science Park, Haidian District, Beijing, the People’s Republic of China. |
| (6) | The business address of Mr. David Xianglin Li is Office 714, 211 West Huaihai Road, Shanghai, the People’s Republic of China. |
| (7) | Represents 285,000,000 ordinary shares held by An Ke Technology Company Limited, a Hong Kong company, and 189,905,000 ordinary shares held by China Ping An Insurance Overseas (Holdings) Limited, a Hong Kong company. An Ke Technology Company Limited is a wholly owned subsidiary of Shenzhen Ping An Financial Technology Consulting Co. Ltd., which is wholly owned by Ping An Insurance, a company incorporated under the laws of the PRC whose shares are listed on the Shanghai Stock Exchange and the Hong Kong Stock Exchange. The registered address of An Ke Technology Company Limited is Suite 2353, 23/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. China Ping An Insurance Overseas (Holdings) Limited is a direct wholly owned subsidiary of Ping An Insurance. The registered address of China Ping An Insurance Overseas (Holdings) Limited is Suite 2318, 23/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. |
| (8) | Represents 275,203,430 ordinary shares held by Tun Kung Company Limited, a British Virgin Islands company, plus, as of January 30, 2023, (i) 33,626,250 ordinary shares which were converted to 67,252,500 ADSs and recorded in and represented by the collateral accounts and the custodial accounts held in the name of Tun Kung Company Limited with Goldman Sachs International pursuant to certain covered call arrangements by and among Tun Kung Company Limited, Goldman Sachs International and Goldman Sachs (Asia) L.L.C. between June and December 2022, and (ii) 15,000,000 ordinary shares which were converted to 30,000,000 ADSs and recorded in and represented by a collateral account held in the name of Tun Kung Company Limited with Morgan Stanley Co. International plc pursuant to certain variable prepaid share forward arrangements between Tun Kung Company Limited and Morgan Stanley Co. International plc between April and June 2022. As of December 9, 2022, each of Tongjun Investment Company Limited and Lanbang Investment Company Limited owned 47.2% and 52.8% of the issued and outstanding share capital of Tun Kung Company Limited, respectively. Tongjun Investment Company Limited and Lanbang Investment Company Limited are both British Virgin Islands companies. Each of the two individuals, Mr. Wenwei Dou and Ms. Wenjun Wang, owns 50% of Tongjun Investment Company Limited’s shares. Each of the two individuals, Mr. Xuelian Yang and Mr. Jingkui Shi, owns 50% of Lanbang Investment Company Limited’s shares. The registered address of Tun Kung Company Limited, Tongjun Investment Company Limited and Lanbang Investment Company Limited is Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, VG1110, British Virgin Islands. |
Tongjun Investment Company Limited is a company directly held by two individuals, Mr. Wenwei Dou and Ms. Wenjun Wang, as nominee shareholders to hold the shares of Tongjun Investment Company Limited on behalf of the beneficiaries, who are senior employees of Ping An Insurance and its subsidiaries or associates. Mr. Wenwei Dou is a senior attorney of Ping An Insurance. The nominee shareholders act upon, and vote and pass shareholders’ resolutions relating to, the matters of Tongjun Investment Company Limited in accordance with instructions from a five-person management committee. The five members of the management committee, which consist of Jun Yao, Jianrong Xiao, Peng Gao, Wenwei Dou and Wenjun Wang, represent the beneficiaries in making investment decisions for and supervise the management and operation of Tongjun Investment Company Limited. The five members of the management committee are all employees of Ping An Group. None of the five members is a director or senior management of Ping An Insurance, or a director, senior management or employee of our company.
Each shareholder of Lanbang Investment Company Limited, Mr. Jingkui Shi and Mr. Xuelian Yang, has granted an option to An Ke Technology Company Limited to purchase up to 100% of his shares in Lanbang Investment Company Limited (the “Lanbang Offshore Call Options”). Lanbang Investment Company Limited held 52.8% of the shares of Tun Kung Company Limited, which in turn beneficially owned 28.3% of our ordinary shares. Each shareholder of Lanbang Investment Company Limited is entitled to his voting and other rights in Lanbang Investment Company Limited prior to An Ke Technology Company Limited’s exercise of the Lanbang Offshore Call Options.
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Lanbang Investment Company Limited has also granted an option to An Ke Technology Company Limited to purchase up to 100% of its shares in Tun Kung Company Limited (the “Tun Kung Offshore Call Options,” and together with the Lanbang Offshore Call Options, the “Offshore Call Options”). Lanbang Investment Company Limited is entitled to its voting and other rights in Tun Kung Company Limited prior to An Ke Technology Company Limited’s exercise of the Tun Kung Offshore Call Options.
The shareholders of Lanbang Investment Company Limited also hold the entire equity interest in Shanghai Lanbang Investment Limited Liability Company (“Shanghai Lanbang”), which holds 18.29% of the equity interest in two of the consolidated affiliated entities, Shanghai Xiongguo and Shenzhen Lufax Enterprise Management. Each of Mr. Jingkui Shi and Mr. Xuelian Yang has granted an option to Shenzhen Ping An Financial Technology Consulting Co. Ltd., the parent company of An Ke Technology Company Limited, to purchase up to 100% of his equity interest in Shanghai Lanbang (the “Onshore Call Options,” and together with the Offshore Call Options, the “Call Options”).
On August 20, 2021, we were notified that An Ke Technology Company Limited and its parent company, Shenzhen Ping An Financial Technology Consulting Co. Ltd., amended the exercise period of the Call Options. Following such amendments to the exercise period of the Call Options, the Call Options are exercisable concurrently, in whole or in part, during the period commencing on November 1, 2024 and ending on October 31, 2034. Such ten-year period may be extended by An Ke Technology Company Limited or Shenzhen Ping An Financial Technology Consulting Co. Ltd., as applicable, by written notice.
The exercise price of the Offshore Call Options is calculated pursuant to a formula, which is primarily based upon a predetermined value as multiplied by the ratio of the market price of our ADSs representing our ordinary shares plus any dividends and distributions to the price of our shares paid by our A-round investors. If An Ke Technology Company Limited had already exercised an option to call the shares under Tun Kung Offshore Call Options before the first exercise of the option to call the shares under Lanbang Offshore Call Options, the exercise price for the first exercise of the option to call the shares under Lanbang Offshore Call Options shall be increased by an amount calculated based on the proceeds received by Lanbang Investment Company Limited pursuant to the exercise of the Tun Kung Offshore Call Options. The exercise price of the Onshore Call Options is calculated pursuant to another formula, which is primarily based upon a predetermined value plus amount as adjusted by a premium rate.
In October 2015, in connection with our acquisition of the retail credit and enablement business from Ping An Insurance, we issued convertible promissory notes in an aggregate principal amount of US$1,953,800,000 to China Ping An Insurance Overseas (Holdings) Limited. On the same date, China Ping An Insurance Overseas (Holdings) Limited agreed to transfer US$937,824,000 of the outstanding principal amount of the notes and all rights, benefits and interests attached thereunder to An Ke Technology Company Limited. We refer to the aforementioned convertible promissory notes issued to Ping An Insurance Overseas (Holdings) Limited and An Ke Technology Company Limited as the Ping An Convertible Promissory Notes in this annual report.
In December 2022, China Ping An Insurance Overseas (Holdings) Limited, An Ke Technology Company Limited and our company entered into an amendment and supplemental agreement to amend the terms of the Ping An Convertible Promissory Notes, pursuant to which (i) the parties agreed to extend the maturity date from October 8, 2023 to October 8, 2026 and the commencement date of the conversion period from April 30, 2023 to April 30, 2026 for the remaining 50% outstanding Ping An Convertible Promissory Notes, and (ii) 50% of the outstanding principal amount of the Ping An Convertible Promissory Notes shall be deemed redeemed from the effective date of the amendment and supplemental agreement. As a result, each of these Ping An Convertible Promissory Notes bears interest from the date of issuance, unless otherwise agreed, at the rate of 0.7375% per annum of the principal amount of each of the Ping An Convertible Promissory Notes outstanding from time to time, which will be payable by us semi-annually until the eleventh anniversary of the issuance date of the Ping An Convertible Promissory Notes. The remaining 50% outstanding Ping An Convertible Promissory Notes which were not redeemed can be converted, in whole or in part, into our ordinary shares (or the ADSs) at any time from April 30, 2026 until the date which is five business days before (and excluding) October 8, 2026, at an initial conversion price of US$14.8869 per ordinary share subject to certain adjustments as set forth in the terms and conditions of each of the Ping An Convertible Promissory Notes. The Ping An Convertible Promissory Notes can be converted into an aggregate of 72,631,970 ordinary shares of our company as of February 28, 2023. Unless converted or purchased and canceled prior to October 8, 2026, we will redeem the remaining 50% outstanding principal amount of the Ping An Convertible Promissory Notes together with accrued interests on October 8, 2026. The holders of the Ping An Convertible Promissory Notes shall have the right (but not obligation) to require us to redeem the outstanding principal amount of the Ping An Convertible Promissory Notes and accrued interests after the occurrence of an event of default under the Ping An Convertible Promissory Notes and our company fails to take any remedial steps within 45 days after the receipt of the written notice served by the holders of the Ping An Promissory Notes specifying the occurrence of any of the events of defaults.
On September 30, 2020, we issued automatically convertible promissory notes and optionally convertible promissory notes in a total principal amount of US$1,361,925,000 to certain holders of our Class C ordinary shares, in exchange for a total of 45,287,111 Class C ordinary shares held by them. The automatically convertible promissory notes were converted into 7,566,665 ordinary shares upon the closing of our initial public offering in November 2020. The optionally convertible promissory notes can be converted into an aggregate of 43,506,290 ordinary shares as of February 28, 2023. We pay 6% annual interest to the holders of the outstanding notes, until the notes are fully repaid or converted.
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As of February 28, 2023, none of our ordinary shares are held by any record holder in the United States. The number of beneficial owners of our ADSs in the United States is likely to be much larger than the number of record holders of our ordinary shares in the United States.
Except as described elsewhere herein, we are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.
| F. | Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation |
Not applicable.
Item 7. Major Shareholders and Related Party Transactions
A. Major Shareholders
Please refer to “Item 6. Directors, Senior Management and Employees—E. Share Ownership.”
B. Related Party Transactions
Contractual Arrangements with The Consolidated Affiliated Entities and Their Respective Shareholders
See “Item 4. Information on the Company—C. Organizational Structure.”
Transactions with Ping An Group
Summary of Transactions with Ping An Group
For the years ended December 31, 2020, 2021 and 2022, we provided various types of services, including loan account management, platform service and other services, to Ping An Group for an aggregate of RMB1,869.8 million, RMB4,953.9 million and RMB2,583.2 million (US$374.5 million) in technology platform based income and other income, respectively. Such income represented 3.6%, 8.0% and 4.4% of our total income for the years ended December 31, 2020, 2021 and 2022, respectively.
For the years ended December 31, 2020, 2021 and 2022, we had investment income and interest income from Ping An Group in the amount of RMB408.8 million, RMB841.7 million and RMB619.4 million (US$89.8 million), respectively, in connection with our investment products issued or managed by Ping An Group and bank deposits at Ping An Group, representing 0.8%, 1.4% and 1.1% of our total income for the years ended December 31, 2020, 2021 and 2022, respectively.
For the years ended December 31, 2020, 2021 and 2022, we had total expenses (excluding finance costs) to Ping An Group in the amount of RMB3,589.6 million, RMB3,506.0 million and RMB2,569.1 million (US$372.5 million), respectively, primarily in connection with technology support, transaction settlement, custodian, accounting processing, HR support, data communication, customer acquisition services and foreign exchange swaps provided by Ping An Group to us, representing 10.5%, 9.1% and 5.7% of our total expenses for the years ended December 31, 2020, 2021 and 2022, respectively.
We incurred interest expense to Ping An Group in the aggregate amount of RMB67.5 million, RMB6.2 million and RMB25.4 million (US$3.7 million), respectively, for the years ended December 31, 2020, 2021 and 2022, in connection with borrowings from Ping An Group and interest paid to Ping An Group for its subscription in the consolidated wealth management products managed by us, representing 0.2%, 0.0% and 0.1% of our total expenses for the years ended December 31, 2020, 2021 and 2022, respectively.
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We had cash balances of RMB14.4 billion, RMB9.6 billion and RMB14.3 billion (US$2.1 billion) held at banks who are affiliates with Ping An Group as of December 31, 2020, 2021 and 2022, respectively, representing 5.8%, 2.7% and 4.1% of our total assets as of December 31, 2020, 2021 and 2022, respectively.
We had account and other receivables and contract assets due from Ping An Group in the amount of RMB2,040.9 million, RMB3,052.1 million and RMB2,951.6 million (US$427.9 million) as of December 31, 2020, 2021 and 2022, respectively, representing 0.8%, 0.8% and 0.8% of our total assets as of December 31, 2020, 2021 and 2022, respectively.
As of December 31, 2020, 2021 and 2022, we had balance of financial assets at amortized cost and financial investments (loans and receivables) and financial assets at fair value through profit or loss with Ping An Group in the amount of RMB7,189.1 million, RMB4,779.9 million and RMB2,504.6 million (US$363.1 million), respectively, primarily in connection with certain asset management plan products we purchased from Ping An Group, representing 2.9%, 1.3% and 0.7% of our total assets as of December 31, 2020, 2021 and 2022, respectively.
As of December 31, 2020, 2021 and 2022, in addition to the convertible promissory notes we issued to China Ping An Insurance Overseas (Holdings) Limited as described below, we had borrowings due to Ping An Group in the amount of nil, nil and RMB820.7 million (US$119.0 million), respectively, representing nil, nil and 0.3% of our total liabilities as of December 31, 2020, 2021 and 2022, respectively.
As of December 31, 2020, 2021 and 2022, we had account and other payables and contract liabilities due to Ping An Group in the amount of RMB1,888.1 million, RMB801.7 million and RMB4,400.7 million (US$638.0 million), respectively, representing 1.1%, 0.3% and 1.7% of our total liabilities as of December 31, 2020, 2021 and 2022, respectively.
Convertible Promissory Notes Issued to China Ping An Insurance Overseas (Holdings) Limited and An Ke Technology Company Limited
In October 2015, in connection with our acquisition of the retail credit and enablement business from Ping An Insurance, we issued convertible promissory notes in an aggregate principal amount of US$1,953,800,000 to China Ping An Insurance Overseas (Holdings) Limited. On the same date, China Ping An Insurance Overseas (Holdings) Limited agreed to transfer US$937,824,000 of the outstanding principal amount of the notes and all rights, benefits and interests attached thereunder to An Ke Technology Company Limited. We refer to the aforementioned convertible promissory notes issued to Ping An Insurance Overseas (Holdings) Limited and An Ke Technology Company Limited as the Ping An Convertible Promissory Notes in this annual report.
In December 2022, China Ping An Insurance Overseas (Holdings) Limited, An Ke Technology Company Limited and our company entered into an amendment and supplemental agreement to amend the terms of the Ping An Convertible Promissory Notes, pursuant to which (i) the parties agreed to extend the maturity date from October 8, 2023 to October 8, 2026 and the commencement date of the conversion period from April 30, 2023 to April 30, 2026 for the remaining 50% outstanding Ping An Convertible Promissory Notes, and (ii) 50% of the outstanding principal amount of the Ping An Convertible Promissory Notes shall be deemed redeemed from the effective date of the amendment and supplemental agreement. As a result, each of these Ping An Convertible Promissory Notes bears interest from the date of issuance, unless otherwise agreed, at the rate of 0.7375% per annum of the principal amount of each of the Ping An Convertible Promissory Notes outstanding from time to time, which will be payable by us semi-annually until the eleventh anniversary of the issuance date of the Ping An Convertible Promissory Notes. The remaining 50% outstanding Ping An Convertible Promissory Notes which were not redeemed can be converted, in whole or in part, into our ordinary shares (or the ADSs) at any time from April 30, 2026 until the date which is five business days before (and excluding) October 8, 2026, at an initial conversion price of US$14.8869 per ordinary share subject to certain adjustments as set forth in the terms and conditions of each of the Ping An Convertible Promissory Notes. Unless converted or purchased and canceled prior to October 8, 2026, we will redeem the remaining 50% outstanding principal amount of the Ping An Convertible Promissory Notes together with accrued interests on October 8, 2026. The holders of the Ping An Convertible Promissory Notes shall have the right (but not obligation) to require us to redeem the outstanding principal amount of the Ping An Convertible Promissory Notes and accrued interests after the occurrence of an event of default under the Ping An Convertible Promissory Notes and our company fails to take any remedial steps within 45 days after the receipt of the written notice served by the holders of the Ping An Promissory Notes specifying the occurrence of any of the events of defaults.
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In consideration of the above redemption and the extension of the maturity date and taking into account the fair market value of the Ping An Convertible Promissory Notes determined by the independent valuers, pursuant to the amendment and supplemental agreement, we agreed to pay China Ping An Insurance Overseas (Holdings) Limited and An Ke Technology Company Limited a total amount of US$1,071.1 million together with the unpaid interest accrued on the redeemed notes up to and including the effective date of the amendment and supplemental agreement. We had paid the first tranche payment in the total amount of US$535.5 million in December 2022 and the second tranche payment in the total amount of US$535.6 million in March 2023. As of December 31, 2022, the outstanding principal amount of the Ping An Convertible Promissory Notes amounted to RMB6,803.7 million.
For the years ended December 31, 2020, 2021 and 2022, the contractual interest we were required to pay on the convertible promissory notes were US$7.5 million, US$7.5 million and US$3.5 million to China Ping An Insurance Overseas (Holdings) Limited and US$6.9 million, US$6.9 million and US$10.4 million to An Ke Technology Company Limited, respectively.
Capital Contribution in Ping An Consumer Finance Co., Ltd.
In November 2019, the China Banking and Insurance Regulatory Commission approved the establishment of Ping An Consumer Finance Co., Ltd. We subscribed RMB3.5 billion or 70% of the equity interest of Ping An Consumer Finance while Ping An Group subscribed RMB1.5 billion or 30%. The entity obtained approval to open from the China Banking and Insurance Regulatory Commission in March 2020 and started operating a consumer finance business from April 2020.
Employment Agreements and Indemnification Agreements
See “Item 6. Directors, Senior Management and Employees—B. Compensation.”
Share Incentive Plan
See “Item 6. Directors, Senior Management and Employees—B. Compensation.”
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
We are currently not a party to any material legal or administrative proceedings. We may from time to time be subject to various legal or administrative claims and proceedings arising in the ordinary course of business. Litigation or any other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial cost and diversion of our resources, including our management’s time and attention.
Dividend Policy
On March 9, 2023, our board of directors approved a revised semi-annual cash dividend policy. Under the revised dividend policy, starting from 2023, we will declare and distribute a recurring cash dividend semi-annually in which the aggregate amount of the semi-annual dividend distributions for each year is equivalent to approximately 20% to 40% of our net profit in such fiscal year, or as otherwise authorized by the board of directors. The determination to make dividend distributions and the exact amount of such distributions in any particular semi-annual period will be based upon our operations and earnings, cash flow, financial condition, and other relevant factors, and subject to adjustment and determination by the board of directors.
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On March 9, 2022, we announced a cash dividend of US$0.68 per ordinary share (US$0.34 per ADS) with a record date of April 8, 2022. On August 4, 2022, we announced a cash dividend of US$0.34 per ordinary share (US$0.17 per ADS) for the six-month period ended June 30, 2022 with a record date of October 13, 2022. On March 13, 2023, we announced a cash dividend of US$0.10 per ordinary share (US$0.05 per ADS) for the six-month period ended December 31, 2022 with a record date of April 7, 2023.
We are a holding company incorporated as an exempted company in the Cayman Islands. We rely principally on dividends from our PRC subsidiaries for our cash requirements, including any payment of dividends to our shareholders. PRC regulations may restrict the ability of our PRC subsidiaries to pay dividends to us. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China—We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.”
If we pay any dividends, we will pay our ADS holders to the same extent as holders of our ordinary shares, subject to the terms of the deposit agreement, including the fees and expenses payable thereunder. Cash dividends on our ordinary shares, if any, will be paid in U.S. dollars.
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 ADSs have been listed on the NYSE since October 30, 2020. Our ADSs trade under the symbol “LU.” Two ADSs represent one of our ordinary shares.
B. Plan of Distribution
Not applicable.
C. Markets
Our ADSs have been listed on the NYSE since October 30, 2020 under the symbol “LU.”
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.
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B. Memorandum and Articles of Association
The following are summaries of material provisions of our currently effective memorandum and articles of association, as well as the Companies Act (As Revised) of the Cayman Islands insofar as they relate to the material terms of our shares.
Shares
General
All of our outstanding shares are fully paid and non-assessable. Certificates representing the shares are issued in registered form. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their shares. Our company will issue only non-negotiable shares, and will not issue bearer or negotiable shares.
Dividends
Subject to the Companies Act (As Revised), the company in general meeting or our directors may declare dividends in any currency to be paid to our shareholders but no dividend shall be declared in excess of the amount recommended by the board. Dividends may be declared and paid out of our profits, realized or unrealized, or from any reserve set aside from profits which our directors determine is no longer needed. Our board of directors may also declare and pay dividends out of the share premium account or any other fund or account that can be authorized for this purpose in accordance with the Companies Act (As Revised). Except in so far as the rights attaching to, or the terms of issue of, any share otherwise provide, (1) all dividends shall be declared and paid according to the amounts paid up on the shares in respect of which the dividend is paid, but no amount paid up on a share in advance of calls shall be treated for this purpose as paid up on that share; and (2) all dividends shall be apportioned and paid pro rata according to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid.
Our directors may also declare interim dividends, whenever our financial position, in the opinion of our directors, justifies such payment.
Our directors may deduct all sums of money (if any) presently payable by any shareholder to us on account of calls or otherwise from any dividend or other moneys payable to such shareholder.
No dividend or other money payable by us on or in respect of any share shall bear interest against our company. In respect of any dividend proposed to be paid or declared on our share capital, our directors may resolve and direct that (1) such dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully paid up, provided that our shareholders entitled thereto will be entitled to elect to receive such dividend (or part thereof if our directors so determine) in cash in lieu of such allotment or (2) the shareholders entitled to such dividend will be entitled to elect to receive an allotment of shares credited as fully paid up in lieu of the whole or such part of the dividend as our directors may think fit. Our board (or our company upon the recommendation of our directors by ordinary resolution) may resolve in respect of any particular dividend that, notwithstanding the foregoing, a dividend may be satisfied wholly in the form of an allotment of shares credited as fully paid up without offering any right to shareholders to elect to receive such dividend in cash in lieu of such allotment.
Any dividend, interest or other sum payable in cash to the holder of shares may be paid by check or warrant sent through the post addressed to the holder at his registered address, or addressed to such person and at such addresses as the holder may in writing direct. Every such cheque or warrant shall, unless the holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands first on the register in respect of such shares, and shall be sent at his or their risk and payment of the check or warrant by the bank on which it is drawn shall constitute a good discharge to our company notwithstanding that it may subsequently appear that the same has been stolen or that any endorsement thereon has been forged.
All dividends unclaimed for one year after having been declared may be invested or otherwise made use of by our board of directors for the benefit of our company until claimed. Any dividend or bonuses unclaimed after a period of six years from the date of declaration of such dividend shall be forfeited and shall revert to our company.
Whenever our directors or our company in general meeting has resolved that a dividend be paid or declared, our directors may further resolve that such dividend be satisfied wholly or in part by the distribution of specific assets of any kind, and in particular of paid up shares, debentures or warrants to subscribe for our securities or securities of any other company, or in any one or more of such ways. Where any difficulty arises with regard to such distribution, our directors may settle it as they think expedient. In particular, our directors may issue certificates in respect of fractions of shares, disregard fractional entitlements or round the same up or down, and may fix the value for distribution purposes of any such specific assets, or any part thereof, and may determine that cash payments shall be made to any of our shareholders upon the basis of the value so fixed in order to adjust the rights of the parties, vest any such specific assets in trustees as may seem expedient to our directors, and appoint any person to sign any requisite instruments of transfer and other documents on behalf of the persons entitled to the dividend, which appointment shall be effective and binding on our shareholders.
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Voting Rights
On a show of hands each shareholder is entitled to one vote or, on a poll, each shareholder is entitled to one vote for each share, on all matters that require a shareholder’s vote. Voting at any shareholders’ meeting is by show of hands of shareholders who are present in person or by proxy or, in the case of a shareholder being a corporation, by its duly authorized representative, unless voting by way of poll is required by the rules of the NYSE or (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded.
A poll may be demanded by the chairman of such meeting or any shareholder or shareholders present in person or (in the case of a shareholder being a corporation) by its duly authorized representative or by proxy and representing not less than one-tenth of the total voting rights of all shareholders having the right to vote at the meeting.
Unless the board determines otherwise, no shareholder shall be entitled to attend and vote or be reckoned in a quorum at any general meeting, in respect of any share, unless such shareholder is duly registered as our shareholder and all calls or other sums presently payable by such shareholder in respect of shares in our company, have been paid.
If a clearing house or a central depositary entity (or its nominee(s)), being a corporation, is our shareholder, it may authorize such person or persons as it thinks fit to act as its representative(s) at any meeting or at any meeting of any class of shareholders, provided that the authorization shall specify the number and class of shares in respect of which each such person is so authorized. A person authorized pursuant to this provision is entitled to exercise the same powers on behalf of the clearing house or central depositary entity (or its nominee(s)) as if such person was the registered holder of our shares held by that clearing house or central depositary entity (or its nominee(s)) including the right to vote individually in a show of hands.
Transfer of Shares
Subject to any applicable restrictions set forth in our articles of association, including, for example, the board of directors’ discretion to refuse to register a transfer of any share (not being a fully paid up share) to a person of whom it does not approve, or any share issued under share incentive plans for employees upon which a restriction on transfer imposed thereby still subsists, or a transfer of any share to more than four joint holders, any of our shareholders may transfer all or any of his or her shares by an instrument of transfer in the usual or common form or in a form prescribed by the NYSE or in another form that our directors may approve.
Our directors may decline to register any transfer of any share which is not fully paid up or on which we have a lien. Our directors may also decline to register any transfer of any share unless:
| • | the instrument of transfer is lodged with us and is accompanied by the certificate for the shares to which it relates and such other evidence as our directors may reasonably require to show the right of the transferor to make the transfer; |
| • | the instrument of transfer is in respect of only one class of share; |
| • | the instrument of transfer is duly and properly stamped (if required); and |
| • | fee of such maximum sum as the NYSE 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. |
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Liquidation
Subject to any future shares which are issued with specific rights, (1) if we are wound up and the assets available for distribution among our shareholders are more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed pari passu among those shareholders in proportion to the amount paid up at the commencement of the winding up on the shares held by them, respectively, and (2) if we are wound up and the assets available for distribution among the shareholders as such are insufficient to repay the whole of the paid-up capital, those assets shall be distributed so that, as nearly as may be, the losses shall be borne by the shareholders in proportion to the capital paid up at the commencement of the winding up on the shares held by them, respectively.
If we are wound up (whether the liquidation is voluntary or by the court), the liquidator may with the authority of our special resolution and any other sanction required by the Companies Act, divide among our shareholders in specie or kind the whole or any part of our assets (whether or not they shall consist of property of the same kind) and may, for such purpose, set such value as the liquidator deems fair upon any property to be divided and may determine how such division shall be carried out as between the shareholders or different classes of shareholders.
The liquidator may also, with the like authority, vest the whole or any part of these assets in trustees upon such trusts for the benefit of the shareholders as the liquidator shall think fit, but so that no contributory will be compelled to accept any assets, shares or other securities upon which there is a liability.
Calls on Shares and Forfeiture of Shares
Subject to our memorandum and articles of association and to the terms of allotment our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their shares in a notice served to such shareholders at least 14 clear days prior to the specified time of payment.
The shares that have been called upon and remain unpaid are subject to forfeiture.
Redemption, Repurchase and Surrender of Shares
We are empowered by the Companies Act (As Revised) and our memorandum and articles of association to purchase our own shares, subject to certain restrictions.
Our directors may only exercise this power on our behalf, subject to the Companies Act (As Revised), our memorandum and articles of association and to any applicable requirements imposed from time to time by the NYSE, the Securities and Exchange Commission, or by any other recognized stock exchange on which our securities are listed.
Under the Companies Act (As Revised), the redemption or repurchase of any share may be paid out of our company’s profits or out of the proceeds of a fresh issue of shares made for the purpose of such redemption or repurchase, or out of capital (including share premium account and capital redemption reserve) if the company can, immediately following such payment, pay its debts as they fall due in the ordinary course of business. In addition, under the Companies Act, no such share may be redeemed or repurchased (1) unless it is fully paid up, (2) if such redemption or repurchase would result in there being no shares outstanding other than shares held as treasury shares, or (3) if the company has commenced liquidation. In addition, our company may accept the surrender of any fully paid share for no consideration.
Variations of Rights of Shares
If at any time, our share capital is divided into different classes of shares, all or any of the special rights attached to any class of shares may, subject to the provisions of the Companies Act (As Revised), be varied, modified or abrogated with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class. Consequently, the rights of any class of shares cannot be detrimentally altered without a majority of two-thirds of the votes cast at a separate meeting of the holders of the shares in that class.
The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by (i) the creation or issue of further shares ranking pari passu with such existing class of shares or (ii) the creation, establishment or issue of shares of any other class of share with preferred or other rights (including, without limitation, the creation of shares with enhanced or weighted voting rights) pursuant to our memorandum and articles of association.
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Inspection of Books and Records
Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than the memorandum and articles of association, the register of mortgages and charges and any special resolutions passed by our shareholders) or obtain copies of the list of shareholders of these companies. However, we intend to provide our shareholders with annual reports containing audited financial statements.
Issuance of Additional Shares
Our memorandum and articles of association authorize our board of directors to create, establish and issue additional shares and (without approval of the shareholders) divide the shares of our company into different classes from time to time as our board of directors shall determine, to the extent of available authorized but unissued shares.
Our memorandum and articles of association also authorize our board of directors to establish from time to time one or more classes or series of shares and to determine, with respect to any classes or series of shares, the terms and rights of that class or series, including:
| • | the designation (or re-designations as the case may be) of the class or series; |
| • | the number of shares of the class or series; |
| • | the dividend rights, conversion rights, voting rights; and |
| • | the rights and terms of redemption and liquidation preferences. |
Our board of directors may issue shares without action by our shareholders to the extent the shares are authorized but unissued. Issuance of these shares may dilute the voting power of holders of shares.
Anti-Takeover Provisions
Some provisions of our memorandum and articles of association may discourage, delay or prevent a change of control of our company or management that shareholders may consider favorable, including provisions that authorize our board of directors to create, establish and issue shares in one or more class or series and to designate the price, rights, preferences, privileges and restrictions of such shares without any further vote or action by our shareholders.
Register of Members
In accordance with Section 48 of the Companies Act (As Revised), the register of members is prima facie evidence of the registered holder or member of shares of a company. Therefore, a person becomes a registered holder or member of shares of the company only upon entry being made in the register of members. Our register of members is maintained by our share registrar, Maples Fund Services (Cayman) Limited of PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman Islands. We will perform the procedures necessary to register the shares in the register of members as required in “PART III – Distribution of Capital and Liability of Members of Companies and Associations” of the Companies Act, and will ensure that the entries on the register of members are made without any delay.
The depositary (or its nominee) will be included in our register of members as the only holder of the ordinary shares underlying our ADSs. The ordinary shares underlying the ADSs are not shares in bearer form, but are in registered form and are “non-negotiable” or “registered” shares in which case the ordinary shares underlying the ADSs can only be transferred on the books of the company in accordance with Section 166 of the Companies Act.
Further, Section 46 of the Companies Act (As Revised) provides for recourse to be available to our investors in case we fail to update our register of members. In the event we fail to update our register of member, the depositary, as the aggrieved party, may apply for an order with the courts of the Cayman Islands for the rectification of the register.
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General Meetings of Shareholders and Shareholder Proposals
As a Cayman Islands exempted company, we are not obliged by the Companies Act (As Revised) to call shareholders’ annual general meetings. Our memorandum and articles of association provide that we may, but are not obliged to hold in each year hold a general meeting as our annual general meeting in which case we shall specify the meeting as such in the notices calling it, and the annual general meeting shall be held at such time and place as may be determined by our directors.
Shareholders’ annual general meetings and any other general meetings of our shareholders may be convened by a majority of our board of directors or by the chairman of the board. Advance notice of at least seven clear days is required for the convening of our annual general shareholders’ meeting and any other general meeting of our shareholders. A quorum required for a general meeting of shareholders consists of at least two shareholders present or by proxy, representing not less than one-third in nominal value of the total issued voting shares in our company.
Cayman Islands law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. Our memorandum and articles of association allow any two or more shareholders holding shares representing in aggregate not less than one-third of the total voting rights in the paid up capital of our company to requisition an extraordinary general meeting of the shareholders, in which case our directors are obliged to call such meeting and to put the resolutions so requisitioned to a vote at such meeting; however, our memorandum and articles of association do not provide our shareholders with any right to put any proposals before annual general meetings or extraordinary general meetings not called by such shareholders.
Election and Removal of Directors
Unless otherwise determined by our company in general meeting, our memorandum and articles of association provide that our board will consist of not less than three directors. There are no provisions relating to retirement of directors upon reaching any age limit.
The directors have the power to appoint any person as a director either to fill a casual vacancy on the board or as an addition to the existing board. An appointment of a director may be on terms that the director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between our company and the director, if any; but no such term shall be implied in the absence of express provision. Each director whose term of office expires shall be eligible for reappointment at a meeting of the shareholders or reappointment by the board of directors.
Our shareholders may also appoint any person to be a director by way of ordinary resolution.
A director may be removed with or without cause by ordinary resolution.
Proceedings of Board of Directors
Our memorandum and articles of association provide that our business is to be managed and conducted by our board of directors. The quorum necessary for the transaction of the business of the board may be fixed by the board and, unless so fixed at another number, will be a majority of our directors.
Our memorandum and articles of association provide that the board may exercise all powers of our company to raise or borrow money, to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of our company and (subject to the Companies Act (As Revised)) issue debentures, bonds and other securities of our company, whether outright or as collateral security for any debt, liability or obligation of our company or of any third party.
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Alteration of Capital
Our shareholders may from time to time by ordinary resolution in accordance with the Companies Act (As Revised):
| • | increase our share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe; |
| • | consolidate and divide all or any of our share capital into shares of a larger amount than our existing shares; |
| • | sub-divide our shares or any of them into shares of smaller amount than is fixed by our memorandum of association, subject nevertheless to the Companies Act (As Revised), so that the resolution whereby any share is sub-divided may determine that, as between the holders of the shares resulting from such subdivision, one or more of the shares may have any such preferred, deferred or other special rights over, or may have such deferred rights or be subject to any such restrictions as compared with the others, as we have power to attach to unissued or new shares; and |
| • | 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 and diminish the amount of our share capital by the amount of the shares so canceled subject to the provisions of the Companies Act (As Revised). |
Our shareholders may by special resolution divide shares into several classes and without prejudice to any special rights previously conferred on the holders of existing shares, attach to the shares respectively any preferential, deferred, qualified or special rights, privileges, conditions or such restrictions that in the absence of any such determination in a general meeting may be determined by our directors.
Our shareholders 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.
Exempted Company
We are an exempted company with limited liability under the Companies Act (As Revised) of the Cayman Islands. The Companies Act (As Revised) in the Cayman Islands distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except for the exemptions and privileges listed below:
| • | an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies; |
| • | subject to its memorandum and articles of association, an exempted company’s register of members is not required to be open to inspection; |
| • | subject to its memorandum and articles of association, an exempted company does not have to hold an annual general meeting; |
| • | an exempted company may issue no par value, negotiable shares; |
| • | an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance); |
| • | an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands; and |
| • | an exempted company may register as a limited duration company; and an exempted company may register as a segregated portfolio company. |
“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on that shareholder’s shares of the company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).
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We are subject to reporting and other informational requirements of the Exchange Act, as applicable to foreign private issuers. Except as otherwise disclosed in this annual report, we currently intend to comply with the NYSE rules in lieu of following home country practice.
Exclusive Forum
Unless we consent in writing to the selection of an alternative forum, the United States District Court for the Southern District of New York (or, if the Southern District of New York lacks subject matter jurisdiction over a particular dispute, the state courts of New York County, New York) shall be the exclusive forum within the United States for the resolution of any complaint asserting a cause of action arising out of or relating in any way to the federal securities laws of the United States, regardless of whether such legal suit, action, or proceeding also involves parties other than our company.
Differences in Corporate Law
The Companies Act (As Revised) is derived, to a large extent, from the older Companies Acts of England but does not follow recent United Kingdom statutory enactments, and accordingly there are significant differences between the Companies Act (As Revised) and the current Companies Act of England.
In addition, the Companies Act (As Revised) differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of certain significant differences between the provisions of the Companies Act (As Revised) applicable to us and the laws applicable to United States corporations and companies incorporated in the State of Delaware.
Mergers and Similar Arrangements
The Companies Act (As Revised) permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman Islands companies. For these purposes, (1) “merger” means the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company and (2) a “consolidation” means the combination of two or more constituent companies into a consolidated company and the vesting of the undertaking, property and liabilities of such companies to the consolidated company.
In order to effect such a merger or consolidation, the directors of each constituent company must approve a written plan of merger or consolidation, which must then be authorized by (1) a special resolution of the shareholders of each constituent company, and (2) such other authorization, if any, as may be specified in such constituent company’s articles of association. The written plan of merger or consolidation must be filed with the Registrar of Companies together with a declaration as to the solvency of the consolidated or surviving company, a list of the assets and liabilities of each constituent company and an undertaking that a copy of the certificate of merger or consolidation will be given to the members and creditors of each constituent company and that notification of the merger or consolidation will be published in the Cayman Islands Gazette. Dissenting shareholders have the right to be paid the fair value of their shares (which, if not agreed between the parties, will be determined by the Cayman Islands court) if they follow the required procedures, subject to certain exceptions. Court approval is not required for a merger or consolidation which is effected in compliance with these statutory procedures.
A merger between a Cayman parent company and its Cayman subsidiary or subsidiaries does not require authorization by a resolution of shareholders of that Cayman subsidiary if a copy of the plan of merger is given to every member of that Cayman subsidiary to be merged unless that member agrees otherwise. For this purpose a company is a “parent” of a subsidiary if it holds issued shares that together represent at least 90% of the votes at a general meeting of the subsidiary.
The consent of each holder of a fixed or floating security interest over a constituent company is required unless this requirement is waived by a court in the Cayman Islands.
Save in certain limited circumstances, a shareholder of a Cayman constituent company who dissents from the merger or consolidation is entitled to payment of the fair value of his shares (which, if not agreed between the parties, will be determined by the Cayman Islands court) upon dissenting to the merger or consolidation, provide the dissenting shareholder complies strictly with the procedures set out in the Companies Act. The exercise of dissenter rights will preclude the exercise by the dissenting shareholder of any other rights to which he or she might otherwise be entitled by virtue of holding shares, save for the right to seek relief on the grounds that the merger or consolidation is void or unlawful.
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Separate from the statutory provisions relating to mergers and consolidations, the Companies Act (As Revised) also contains statutory provisions that facilitate the reconstruction and amalgamation of companies, provided that the arrangement is approved by (a) 75% in value of the shareholders or class of shareholders, as the case may be, or (b) a majority representing 75% in value of the creditors or each class of creditors, as the case may be, with whom the arrangement is to be made, that are, in each case, present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the Grand Court can be expected to approve the arrangement if it determines that:
| • | the statutory provisions as to the required majority vote have been met; |
| • | the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class; |
| • | the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and |
| • | the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act. |
The Companies Act (As Revised) also contains a statutory power of compulsory acquisition which may facilitate the “squeeze out” of dissentient minority shareholder upon a tender offer. When a tender offer is made and accepted by holders of 90% of the shares affected within four months, the offeror may, within a two-month period commencing on the expiration of such four-month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith or collusion.
If an arrangement and reconstruction is thus approved, the dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash for the judicially determined value of the shares.
Shareholders’ Suits
In principle, we will normally be the proper plaintiff to sue for a wrong done to us as a company, and as a general rule a derivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, the Cayman Islands court can be expected to follow and apply the common law principles (namely the rule in Foss v. Harbottle and the exceptions thereto) so that a non-controlling shareholder may be permitted to commence a class action against or derivative actions in the name of our company to challenge actions where:
| • | an act which is ultra vires or illegal and is therefore incapable of ratification by the shareholders; |
| • | the act complained of, although not ultra vires, could only be effected duly if authorized by more than a simple majority vote that has not been obtained; and |
| • | an act which constitute a fraud against the minority where the wrongdoer are themselves in control of the company. |
Indemnification of Directors and Executive Officers and Limitation of Liability
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 civil fraud or the consequences of committing a crime.
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Our memorandum and articles of association permit indemnification of officers and directors for losses, damages, costs and expenses incurred in their capacities as such unless such losses or damages arise from dishonesty or fraud of such directors or officers. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation.
In addition, we have entered into indemnification agreements with our directors and executive officers that provide such persons with additional indemnification beyond that provided in our memorandum and articles of association.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under 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 therefore unenforceable.
Directors’ Fiduciary Duties
Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction.
The duty of loyalty requires that a director acts in a manner he or she reasonably believes to be in the best interests of the corporation. He or she must not use his corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally.
In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, the director must prove the procedural fairness of the transaction and that the transaction was of fair value to the corporation.
As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company and therefore it is considered that he or she owes the following duties to the company:
| • | a duty to act in good faith in the best interests of the company, |
| • | a duty not to make a personal profit based on his or her position as director (unless the company permits him or her to do so), |
| • | a duty not to put himself or herself in a position where the interests of the company conflict with his or her personal interest or his or her duty to a third party, and |
| • | a duty to exercise powers for the purpose for which such powers were intended. |
A director of a Cayman Islands company owes to the company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be expected from a person of his or her knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands.
Shareholder Action by Written Consent
Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act by written consent by amendment to its certificate of incorporation. Under Cayman Islands law, a company may eliminate the ability of shareholders to approve corporate matters by way of written resolution signed by or on behalf of each shareholder who would have been entitled to vote on such matters at a general meeting without a meeting being held by amending the articles of association.
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Our memorandum and articles of association do not allow shareholders to act by written resolutions.
Shareholder Proposals
Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.
With respect to shareholder proposals, Cayman Islands law is essentially the same as Delaware law. The Companies Act (As Revised) does not provide shareholders with an express right to put forth any proposal before an annual meeting of the shareholders. However, the Companies Act (As Revised) may provide shareholders with limited rights to requisition a general meeting but such rights must be stipulated in the articles of association of the company.
Any two or more shareholders holding not less than one-third of the votes attaching to the total issued and paid up share capital of the company at the date of deposit of the requisition shall at all times have the right, by written requisition to the board of directors or the secretary of the company, to require an extraordinary general meeting to be called by the board of directors for the transaction of any business specified in such requisition.
Cumulative Voting
Under the Delaware General Corporation Law, cumulative voting for election of directors is not permitted unless the corporation’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder’s voting power with respect to electing such director.
There are no prohibitions relating to cumulative voting under the laws of the Cayman Islands, but our memorandum and articles of association do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.
Removal of Directors
Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our memorandum and articles of association, directors may be removed with or without cause, by an ordinary resolution of our shareholders.
Transactions with Interested Shareholders
The Delaware General Corporation Law contains a business combination statute applicable to Delaware public corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target’s outstanding voting shares within the past three years.
This statute has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.
Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that such transactions must be entered into bona fide in the best interests of the company and for a proper purpose and not with the effect of constituting a fraud on the minority shareholders.
Restructuring
A company may present a petition to the Grand Court of the Cayman Islands for the appointment of a restructuring officer on the grounds that the company:
| (a) | is or is likely to become unable to pay its debts; and |
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| (b) | intends to present a compromise or arrangement to its creditors (or classes thereof) either pursuant to the Companies Act, the law of a foreign country or by way of a consensual restructuring. |
The Grand Court may, among other things, make an order appointing a restructuring officer upon hearing of such petition, with such powers and to carry out such functions as the court may order. At any time (i) after the presentation of a petition for the appointment of a restructuring officer but before an order for the appointment of a restructuring officer has been made, and (ii) when an order for the appointment of a restructuring officer is made, until such order has been discharged, no suit, action or other proceedings (other than criminal proceedings) shall be proceeded with or commenced against the company, no resolution to wind up the company shall be passed, and no winding up petition may be presented against the company, except with the leave of the court. However, notwithstanding the presentation of a petition for the appointment of a restructuring officer or the appointment of a restructuring officer, a creditor who has security over the whole or part of the assets of the company is entitled to enforce the security without the leave of the court and without reference to the restructuring officer appointed.
Dissolution; Winding Up
Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board.
Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its members. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so.
Variation of Rights of Shares
Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under Cayman Islands law and our memorandum and articles of association, if our share capital is divided into more than one class of shares, we may vary the rights attached to any class with sanction of a resolution passed by a majority of two-thirds of the votes cast at a separate meeting of the holders of the shares of that class.
Amendment of Governing Documents
Under the Delaware General Corporation Law, a corporation’s governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise.
Under Cayman Islands law, our memorandum and articles of association may only be amended with a special resolution of our shareholders.
Rights of Non-resident or Foreign Shareholders
There are no limitations imposed by our memorandum and articles of association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares.
In addition, there are no provisions in our memorandum and articles of association governing the ownership threshold above which shareholder ownership must be disclosed.
Inspection of Books and Records
Under the Delaware General Corporation Law, any shareholder of a corporation may for any proper purpose inspect or make copies of the corporation’s stock ledger, list of shareholders and other books and records.
Shareholders of Cayman Islands exempted companies like us have no general right under Cayman Islands law to inspect corporate records (other than the memorandum and articles of association, the register of mortgages and charges and any special resolutions passed by our shareholders) or obtain copies of the list of shareholders of these companies. However, we intend to provide our shareholders with annual reports containing audited financial statements.
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| C. | Material Contracts |
Other than in the ordinary course of business and other than those described in “Item 4. Information on the Company” or “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions” or elsewhere in this annual report, we have not entered into any material contract during the two years immediately preceding the date of this annual report.
| D. | Exchange Controls |
See “Item 4. Information on the Company—B. Business Overview—Regulation—Regulations Relating to Foreign Exchange.”
| E. | Taxation |
The following summary of material Cayman Islands, PRC and U.S. federal income tax consequences of an investment in our ADSs or ordinary shares 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 summary does not deal with all possible tax consequences relating to an investment in our ADSs or ordinary shares, such as the tax consequences under state, local and other tax laws.
Cayman Islands Taxation
The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us and the holders of our ordinary shares levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or after execution brought within the jurisdiction of, the Cayman Islands.
There are no exchange control regulations or currency restrictions in the Cayman Islands.
Pursuant to Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, we have obtained an undertaking from the Governor-in-Cabinet:
| (1) | that no law which is enacted in the Cayman Islands imposing any tax to be levied on profits or income or gains or appreciation shall apply to us or our operations; and |
| (2) | that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable: |
| (i) | on or in respect of our shares, debentures or other obligations; or |
| (ii) | by way of the withholding in whole or in part of any relevant payment as defined in Section 6(3) of the Tax Concessions Act. |
The undertaking for us is for a period of 20 years from December 16, 2014.
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People’s Republic of China Taxation
Although we are incorporated as an exempted company in the Cayman Islands, we may be treated as a PRC resident enterprise for PRC tax purposes under the Enterprise Income Tax Law. The Enterprise Income Tax Law and its implementation rules provide that an enterprise established under the laws of a foreign country or region but whose “de facto management body” is located in the PRC is treated as a PRC resident enterprise for PRC tax purposes. The implementing rules of the Enterprise Income Tax Law merely define the “de facto management body” as the “organizational body which effectively manages and controls the production and business operation, personnel, accounting, properties and other aspects of operations of an enterprise.” In April 2009, the State Administration of Taxation issued the Circular Regarding the Determination of Chinese-Controlled Overseas Incorporated Enterprises as PRC Tax Resident Enterprises on the Basis of De Facto Management Bodies, further amended on December 29, 2018, known as Circular 82, which provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China. Although this circular only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the criteria set forth in the circular may reflect the State Administration of Taxation’s general position on how the “de facto management body” test should be applied in determining the tax resident status of all offshore enterprises. According to Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its “de facto management body” in China only if all of the following conditions are met: (i) the primary location of the day-to-day operational management is in China; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in China; (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions, are located or maintained in China; and (iv) at least 50% of voting board members or senior executives habitually reside in China. Based on a review of the facts and circumstances, we do not believe that Lufax Holding Ltd should be considered a PRC resident enterprise for PRC tax purposes. However, there is limited guidance and implementation history of the Enterprise Income Tax Law and its implementation rules. The tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.” If Lufax Holding Ltd were to be considered a PRC resident enterprise, then PRC income tax at a rate of 10% would generally be applicable to any gain realized on the transfer of our ADSs or ordinary shares by investors that are “non-resident enterprises” of the PRC and to any interest or dividends payable by us to such investors. It is unclear whether our non-PRC individual shareholders (including our ADS holders) would be subject to any PRC tax on dividends or gains obtained by such non-PRC individual shareholders in the event we are determined to be a PRC resident enterprise. If any PRC tax were to apply to such dividends or gains, it would generally apply at a rate of 20% unless a reduced rate is available under an applicable tax treaty. However, it is also unclear whether non-PRC shareholders of Lufax Holding Ltd would be able to claim the benefits of any tax treaties between their country of tax residence and China in the event that Lufax Holding Ltd is treated as a PRC resident enterprise. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China—If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders or ADS holders.”
United States Federal Income Tax Considerations
The following discussion is a summary of U.S. federal income tax considerations generally applicable to the ownership and disposition of our ADSs or ordinary shares by a U.S. Holder (as defined below) that holds our ADSs or ordinary shares as “capital assets” (generally, property held for investment) under the U.S. Internal Revenue Code of 1986, as amended, or the Code. This discussion is based upon existing U.S. federal tax law, which is subject to differing interpretations or change, possibly with retroactive effect. There can be no assurance that the Internal Revenue Service or a court will not take a contrary position. This discussion, moreover, does not address the U.S. federal estate, gift, Medicare, and minimum tax considerations, or any state, local and non-U.S. tax considerations, relating to the ownership or disposition of our ADSs or ordinary shares. The following summary does not address all aspects of U.S. federal income taxation that may be important to particular investors in light of their individual circumstances or to persons in special tax situations such as:
| • | banks and other financial institutions; |
| • | insurance companies; |
| • | pension plans; |
| • | cooperatives; |
| • | regulated investment companies; |
| • | real estate investment trusts; |
| • | broker-dealers; |
| • | traders that elect to use a mark-to-market method of accounting; |
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| • | certain former U.S. citizens or long-term residents; |
| • | tax-exempt entities (including private foundations); |
| • | persons liable for alternative minimum tax; |
| • | persons who acquire their ADSs or ordinary shares pursuant to any employee share option or otherwise as compensation; |
| • | investors that will hold their ADSs or ordinary shares as part of a straddle, hedge, conversion, constructive sale or other integrated transaction for U.S. federal income tax purposes; |
| • | investors that have a functional currency other than the U.S. dollar; |
| • | persons that actually or constructively own ADSs or ordinary shares representing 10% or more of our stock (by vote or value); or |
| • | partnerships or other entities taxable as partnerships for U.S. federal income tax purposes, or persons holding ADSs or ordinary shares through such entities, |
all of whom may be subject to tax rules that differ significantly from those discussed below.
Each U.S. Holder is urged to consult its tax advisor regarding the application of U.S. federal taxation to its particular circumstances, and the state, local, non-U.S. and other tax considerations of the ownership and disposition of our ADSs or ordinary shares.
General
For purposes of this discussion, a “U.S. Holder” is a beneficial owner of our ADSs or ordinary shares that is, for U.S. federal income tax purposes:
| • | an individual who is a citizen or resident of the United States; |
| • | a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created in, or organized under the laws of, the United States or any state thereof or the District of Columbia; |
| • | an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or |
| • | a trust (A) the administration of which is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust or (B) that has otherwise validly elected to be treated as a U.S. person under the Code. |
If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of our ADSs or ordinary shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships holding our ADSs or ordinary shares and their partners are urged to consult their tax advisors regarding an investment in our ADSs or ordinary shares.
For U.S. federal income tax purposes, a U.S. Holder of ADSs generally will be treated as the beneficial owner of the underlying shares represented by the ADSs. The remainder of this discussion assumes that a U.S. Holder of our ADSs will be treated in this manner. Accordingly, deposits or withdrawals of ordinary shares for ADSs generally will not be subject to U.S. federal income tax.
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Passive Foreign Investment Company Considerations
A non-U.S. corporation, such as our company, will be classified as a PFIC for U.S. federal income tax purposes for any taxable year if either (i) 75% or more of its gross income for such year consists of certain types of “passive” income or (ii) 50% or more of the value of its assets (generally determined on the basis of a quarterly average) during such year is attributable to assets that produce or are held for the production of passive income. We refer to the latter test as the asset test. For the purpose of the asset test, cash and assets readily convertible into cash are categorized as passive assets and the company’s goodwill and other unbooked intangibles not reflected on its balance sheet are taken into account. Passive income generally includes, among other things, dividends, interest, rents, royalties, and gains from the disposition of passive assets. We will be treated as owning a proportionate share of the assets and earning a proportionate share of the income of any other corporation in which we own, directly or indirectly, 25% or more (by value) of the stock.
Although the law in this regard is not entirely clear, we intend to treat the consolidated affiliated entities (including their subsidiaries, if any) as being owned by us for U.S. federal income tax purposes, not only because we are able to direct the activities of the operation of such entities but also because we are entitled to substantially all of their economic benefits, and, as a result, we consolidate their results of operations in our consolidated financial statements. If it were determined, however, that we are not the owner of the consolidated affiliated entities for U.S. federal income tax purposes, the composition of our income and assets would change and we may be treated as a PFIC for the current taxable year and any subsequent taxable year.
Assuming that we are the owner of the consolidated affiliated entities (including their subsidiaries, if any) for U.S. federal income tax purposes and based on the current and anticipated value of our assets and the composition of our income and assets, including goodwill and other unbooked intangibles, we do not believe we were a PFIC for our taxable year ended December 31, 2022. There can be no assurance that we will not be a PFIC for the current taxable year or any future taxable year because PFIC status is a factual determination made annually after the close of each taxable year that will depend, in part, on the composition of our income and assets. Furthermore, fluctuations in the market price of our ADSs may cause us to be classified as a PFIC for the current or future taxable years because the value of our assets for purposes of the asset test, including the value of our goodwill and other unbooked intangibles, may be determined by reference to the market price of our ADSs from time to time (which may be volatile). In particular, recent declines in the market price of our ADSs significantly increased our risk of becoming a PFIC for the current taxable year. The market price of our ADSs may continue to fluctuate considerably and, consequently, we cannot assure you of our PFIC status for any taxable year. Furthermore, under circumstances where our income from activities that produce passive income significantly increases relative to our income from activities that produce non-passive income, or where we determine not to deploy significant amounts of cash for active purposes or if it were determined that we do not own the stock of the consolidated affiliated entities for U.S. federal income tax purposes, our risk of becoming classified as a PFIC may substantially increase. Based on the nature of our business and activities, it is also possible that the IRS may challenge our classification of certain income and assets as non-passive, which may result in our company being or becoming a PFIC for the current or future taxable years.
If we are a PFIC for any year during which a U.S. Holder holds our ADSs or ordinary shares, we generally will continue to be treated as a PFIC for all succeeding years during which such U.S. Holder holds our ADSs or ordinary shares, unless we were to cease to be a PFIC and the U.S. Holder were to make a “deemed sale” election with respect to the ADSs or ordinary shares.
The discussion below under “—Dividends” and “—Sale or Other Disposition” is written on the basis that we will not be or become classified as a PFIC for U.S. federal income tax purposes. The U.S. federal income tax rules that apply generally if we are treated as a PFIC are discussed below under “—Passive Foreign Investment Company Rules.”
(i) Dividends
Subject to the discussion under “—Passive Foreign Investment Company Rules” below, the gross amount of any distributions paid on our ADSs or ordinary shares (including the amount of any PRC tax withheld) out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles, will generally be includible in the gross income of a U.S. Holder as dividend income on the day actually or constructively received by the U.S. Holder, in the case of ordinary shares, or by the depositary, in the case of ADSs. Because we do not intend to determine our earnings and profits on the basis of U.S. federal income tax principles, any distribution we pay will generally be treated as a “dividend” for U.S. federal income tax purposes. Dividends received on our ADSs or ordinary shares will not be eligible for the dividends received deduction allowed to corporations in respect of dividends received from U.S. corporations.
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Individuals and other non-corporate U.S. Holders will be subject to tax on any such dividends at the lower capital gains tax rate applicable to “qualified dividend income,” provided that certain conditions are satisfied, including that (1) our ADSs or ordinary shares on which the dividends are paid are readily tradable on an established securities market in the United States, or, in the event that we are deemed to be a PRC resident enterprise under the PRC tax law, we are eligible for the benefit of the U.S.-PRC income tax treaty (the “Treaty”), (2) we are neither a PFIC nor treated as such with respect to a U.S. Holder (as discussed below) for the taxable year in which the dividend is paid or the preceding taxable year, and (3) certain holding period requirements are met. For this purpose, ADSs listed on the NYSE will generally be considered to be readily tradable on an established securities market in the United States. U.S. Holders are urged to consult their tax advisors regarding the availability of the lower rate for dividends paid with respect to our ADSs or ordinary shares. In the event that we are deemed to be a PRC resident enterprise under the PRC Enterprise Income Tax Law (see “Item 10. Additional Information—E. Taxation—People’s Republic of China Taxation”), we may be eligible for the benefits of the Treaty. If we are eligible for such benefits, dividends we pay on our ordinary shares, regardless of whether such shares are represented by the ADSs, and regardless of whether our ADSs are readily tradable on an established securities market in the United States, would be potentially eligible for the reduced rates of taxation described in the preceding paragraph.
For U.S. foreign tax credit purposes, dividends paid on our ADSs or ordinary shares generally will be treated as income from foreign sources and generally will constitute passive category income. In the event that we are deemed to be a PRC resident enterprise under the PRC Enterprise Income Tax Law, a U.S. Holder may be subject to PRC withholding taxes on dividends paid on our ADSs or ordinary shares (see “Item 10. Additional Information—E. Taxation—People’s Republic of China Taxation”). Depending on the U.S. Holder’s particular facts and circumstances and subject to a number of complex conditions and limitations, PRC withholding taxes on dividends that are non-refundable under the Treaty may be treated as foreign taxes eligible for credit against a U.S. Holder’s U.S. federal income tax liability. A U.S. Holder who does not elect to claim a foreign tax credit for foreign tax withheld may instead claim a deduction for U.S. federal income tax purposes, in respect of such withholding, but only for a year in which such holder elects to do so for all creditable foreign income taxes. The rules governing the foreign tax credit are complex and U.S. Holders are urged to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances.
(ii) Sale or Other Disposition
Subject to the discussion under “—Passive Foreign Investment Company Rules” below, a U.S. Holder will generally recognize gain or loss upon the sale or other disposition of ADSs or ordinary shares in an amount equal to the difference between the amount realized upon the disposition and the holder’s adjusted tax basis in such ADSs or ordinary shares. The gain or loss will generally be capital gain or loss. Any capital gain or loss will be long term if the ADSs or ordinary shares have been held for more than one year at the time of disposition. The deductibility of a capital loss may be subject to limitations.
Any such gain or loss that the U.S. Holder recognizes will generally be treated as U.S. source income or loss for foreign tax credit limitation purposes, which will generally limit the availability of foreign tax credits.
As described in “Item 10. Additional Information—E. Taxation—People’s Republic of China Taxation,” if we are deemed to be a PRC resident enterprise under the PRC Enterprise Income Tax Law, gains from the disposition of the ADSs or ordinary shares may be subject to PRC income tax and will generally be U.S. source, which may limit the ability to receive a foreign tax credit. If a U.S. Holder is eligible for the benefits of the Treaty, such holder may be able to elect to treat such gain as PRC source income under the Treaty. Pursuant to recently issued United States Treasury regulations, however, if a U.S. Holder is not eligible for the benefits of the Treaty or does not elect to apply the Treaty, then such holder may not be able to claim a foreign tax credit arising from any PRC tax imposed on the disposition of the ADSs or ordinary shares. The rules regarding foreign tax credits and deduction of foreign taxes are complex. U.S. Holders should consult their tax advisors regarding the availability of a foreign tax credit or deduction in light of their particular circumstances, including their eligibility for benefits under the Treaty, and the potential impact of the recently issued United States Treasury regulations.
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(iii) Passive Foreign Investment Company Rules
If we are classified as a PFIC for any taxable year during which a U.S. Holder holds our ADSs or ordinary shares, and unless the U.S. Holder makes a mark-to-market election (as described below), the U.S. Holder will generally be subject to special tax rules on (i) any excess distribution that we make to the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S. Holder that is greater than 125 percent of the average annual distributions paid to the U.S. Holder in the three preceding taxable years or, if shorter, the U.S. Holder’s holding period for the ADSs or ordinary shares), and (ii) any gain recognized on the sale or other disposition (including, under certain circumstances, a pledge) of ADSs or ordinary shares. Under the PFIC rules:
| • | the excess distribution or gain will be allocated ratably over the U.S. Holder’s holding period for the ADSs or ordinary shares; |
| • | the amount allocated to the taxable year of the distribution or gain and any taxable years in the U.S. Holder’s holding period prior to the first taxable year in which we are classified as a PFIC will be taxable as ordinary income; and |
| • | the amount allocated to each prior taxable year other than a year included in the preceding bullet point will be subject to tax at the highest tax rate in effect for individuals or corporations, as appropriate, for that year, increased by an additional tax equal to the interest on the resulting tax deemed deferred with respect to each such taxable year. |
If we are a PFIC for any taxable year during which a U.S. Holder holds our ADSs or ordinary shares and any of our subsidiaries, the consolidated affiliated entities or any of the subsidiaries of the consolidated affiliated entities is also a PFIC, such U.S. Holder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of these rules. U.S. Holders are urged to consult their tax advisors regarding the application of the PFIC rules to any of our subsidiaries, the consolidated affiliated entities or any of the subsidiaries of the consolidated affiliated entities.
As an alternative to the foregoing rules, a U.S. Holder of “marketable stock” (as defined below) in a PFIC may make a mark-to-market election with respect to such stock. If a U.S. Holder makes a mark-to-market election with respect to our ADSs, the holder will generally (i) include as ordinary income for each taxable year that we are a PFIC the excess, if any, of the fair market value of ADSs held at the end of the taxable year over the adjusted tax basis of such ADSs and (ii) deduct as an ordinary loss the excess, if any, of the adjusted tax basis of the ADSs over the fair market value of such ADSs held at the end of the taxable year, but such deduction will only be allowed to the extent of the net amount previously included in income as a result of the mark-to-market election. The U.S. Holder’s adjusted tax basis in the ADSs would be adjusted to reflect any income or loss resulting from the mark-to-market election. If a U.S. Holder makes a mark-to-market election in respect of our ADSs and we cease to be classified as a PFIC, the holder will not be required to take into account the gain or loss described above during any period that we are not classified as a PFIC. If a U.S. Holder makes a mark-to-market election, any gain such U.S. Holder recognizes upon the sale or other disposition of our ADSs in a year when we are a PFIC will be treated as ordinary income and any loss will be treated as ordinary loss, but such loss will only be treated as ordinary loss to the extent of the net amount previously included in income as a result of the mark-to-market election.
The mark-to-market election is available only for “marketable stock,” which is stock that is regularly traded on a qualified exchange or other market, as defined in applicable United States Treasury regulations. We expect that our ADSs, but not our ordinary shares, will be treated as marketable stock based on their listing on the NYSE, provided that they are regularly traded. We anticipate that our ADSs should qualify as being regularly traded, but no assurances may be given in this regard.
Because a mark-to-market election cannot technically be made for any lower-tier PFICs that we may own, a U.S. Holder may continue to be subject to the PFIC rules with respect to such U.S. Holder’s indirect interest in any investments held by us that are treated as an equity interest in a PFIC for U.S. federal income tax purposes.
We do not intend to provide information necessary for U.S. Holders to make qualified electing fund elections which, if available, would result in tax treatment different from (and generally less adverse than) the general tax treatment for PFICs described above.
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If a U.S. Holder owns our ADSs or ordinary shares during any taxable year that we are a PFIC, the holder must generally file an annual IRS Form 8621. U.S. Holders should consult their tax advisors regarding the reporting requirements that may apply and the U.S. federal income tax considerations of owning and disposing of our ADSs or ordinary shares if we are or become a PFIC, including the possibility of making a mark-to-market election.
F. Dividends and Paying Agents
Not applicable.
G. Statement by Experts
Not applicable.
H. Documents on Display
We previously filed a registration statement on Form F-1 (Registration No. 333-249366) with the SEC to register the issuance and sale of our ordinary shares represented by ADSs in our initial public offering. We have also filed registration statements on Form F-6 (Registration No. 333-249612 and Registration No. 333-256887) with the SEC to register the ADSs.
We are subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers, and are required to file reports and other information with the SEC. Specifically, we are required to file annually an annual report on Form 20-F within four months after the end of each fiscal year, which is December 31. All information filed with the SEC can be obtained over the internet at the SEC’s website at www.sec.gov. As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of quarterly reports and proxy statements, and officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.
We will furnish Citibank, N.A., the depositary of the ADSs, with our annual reports, which will include a review of operations and annual audited consolidated financial statements prepared in conformity with IFRS, and all notices of shareholders’ meetings and other reports and communications that are made generally available to our shareholders. The depositary will make such notices, reports and communications available to holders of ADSs and, upon our request, will mail to all record holders of ADSs the information contained in any notice of a shareholders’ meeting received by the depositary from us.
| I. | Subsidiary Information |
Not applicable.
| J. | Annual Report to Security Holders |
Not applicable.
Item 11. Quantitative and Qualitative Disclosures about Market Risk
Foreign Exchange Risk
Foreign currency risk is the risk of loss resulting from changes in foreign currency exchange rates. Fluctuations in exchange rates between the RMB and other currencies in which we conduct business may affect our financial position and results of operations. The foreign currency risk we have assumed mainly comes from movements in the US$/RMB exchange rate.
We and our major overseas intermediate holding companies’ functional currency is US$. We are mainly exposed to foreign exchange risk arising from our cash and cash equivalents and loans to subsidiaries denominated in RMB. We have entered into spot-forward US$/RMB currency swaps to manage our exposure to foreign currency risk arising from loans to subsidiaries denominated in RMB.
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Our subsidiaries are mainly operating in mainland China with most of the transactions settled in RMB. We consider that our business in mainland China is not exposed to any significant foreign exchange risk as there are no significant financial assets or liabilities of these subsidiaries denominated in the currencies other than RMB.
The table below illustrates the impact of an appreciation or depreciation of RMB spot and forward rates against US$ by 5% on our profit before income tax:
| Profit before income tax | ||||||||||||
| 2020 | 2021 | 2022 | ||||||||||
| (RMB millions) | ||||||||||||
| 5% appreciation of RMB |
131 | 699 | (125 | ) | ||||||||
| 5% depreciation of RMB |
(131 | ) | (699 | ) | 125 | |||||||
Interest Rate Risk
Interest rate risk is the risk that the fair value/future cash flows of a financial instrument will fluctuate because of changes in market interest rates.
Interest on floating rate instruments is repriced at intervals of less than one year. Interest on fixed interest rate instruments is priced at inception of the financial instruments and is fixed until maturity. Floating rate instruments expose us to cash flow interest rate risk, whereas fixed rate instruments expose us to fair value interest risk. Our interest rate risk mainly arises from fixed rate instruments including cash at bank, accounts and other receivables and contract assets, loans to customers, and accounts and other payables and contract liabilities. Our interest rate risk policy requires us to manage interest rate risk by managing the maturities of interest-bearing financial assets and interest-bearing financial liabilities.
The following table sets out our financial assets, financial liabilities and interest rate derivative instruments exposed to interest rate risk by repricing date, contractual maturity date or expected maturity date, whichever is the earlier.
| As of December 31, 2022 | ||||||||||||||||||||||||||||||||
| 3 months | 3 months to 1 year |
1 to 2 years |
2 to 3 years |
3 years | Overdue | No interest |
Total | |||||||||||||||||||||||||
| (RMB millions) | ||||||||||||||||||||||||||||||||
| ASSETS |
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| Cash at bank |
33,219 | 42 | 1,603 | 3,490 | 5,528 | — | — | 43,882 | ||||||||||||||||||||||||
| Restricted cash |
24,334 | 1,545 | 482 | 147 | 0 | — | — | 26,509 | ||||||||||||||||||||||||
| Financial assets at fair value through profit or loss |
7,128 | 1,131 | 313 | — | — | 2,454 | 18,063 | 29,089 | ||||||||||||||||||||||||
| Financial assets at amortized cost |
2,503 | 647 | 112 | 857 | — | 598 | — | 4,716 | ||||||||||||||||||||||||
| Accounts and other receivables and contract assets |
— | — | — | — | — | — | 15,758 | 15,758 | ||||||||||||||||||||||||
| Loans to customers |
51,150 | 95,812 | 49,553 | 9,616 | 158 | 5,157 | — | 211,447 | ||||||||||||||||||||||||
| Total financial assets |
118,334 | 99,178 | 52,063 | 14,111 | 5,687 | 8,209 | 33,821 | 331,401 | ||||||||||||||||||||||||
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| LIABILITIES |
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| Payable to platform investors |
— | — | — | — | — | — | 1,569 | 1,569 | ||||||||||||||||||||||||
| Borrowings |
9,087 | 27,829 | — | — | — | — | — | 36,916 | ||||||||||||||||||||||||
| Bond payable |
— | 2,143 | — | — | — | — | — | 2,143 | ||||||||||||||||||||||||
| Accounts and other payables and contract liabilities |
3,746 | — | — | — | — | — | 5,385 | 9,131 | ||||||||||||||||||||||||
| Payable to investors of consolidated structured entities |
42,665 | 86,301 | 44,005 | 4,112 | 65 | — | — | 177,148 | ||||||||||||||||||||||||
| Financing guarantee liabilities |
— | — | — | — | — | — | 5,763 | 5,763 | ||||||||||||||||||||||||
| Lease liabilities |
126 | 295 | 253 | 68 | 7 | — | — | 749 | ||||||||||||||||||||||||
| Convertible promissory note payable |
— | — | — | — | 5,164 | — | — | 5,164 | ||||||||||||||||||||||||
| Optionally convertible promissory notes |
— | 8,143 | — | — | — | — | — | 8,143 | ||||||||||||||||||||||||
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| Total financial liabilities |
55,623 | 124,711 | 44,259 | 4,180 | 5,236 | — | 12,718 | 246,726 | ||||||||||||||||||||||||
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| Nominal amount of interest rate swap |
(8,984 | ) | 8,984 | — | — | — | — | — | — | |||||||||||||||||||||||
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| Total interest rate sensitivity gap |
71,695 | (34,518 | ) | 7,804 | 9,931 | 451 | 8,209 | 21,103 | 84,675 | |||||||||||||||||||||||
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The table below shows the length of time that overdue loans to customers have been past due.
| As of December 31, 2022 | ||||||||||||||||
| 1–29 days past due |
30–89 days past due |
Overdue more than 89 days |
Total | |||||||||||||
| (RMB millions) | ||||||||||||||||
| Gross carrying amount of loans to customers |
2,726 | 3,961 | 1,458 | 8,145 | ||||||||||||
| ECL allowance |
(407 | ) | (1,197 | ) | (1,384 | ) | (2,988 | ) | ||||||||
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| Total |
2,319 | 2,764 | 74 | 5,157 | ||||||||||||
As of December 31, 2022, the credit risk on approximately 69% of the on-balance sheet loans to customers was borne by external partners. The total on-balance sheet overdue loans do not have a direct impact on our expected credit losses as the expected credit losses are primarily derived from on-balance sheet loans not covered by external partners. When the overdue loans not covered by external partners increases, our probability of default will increase which will result in higher expected credit losses.
We perform interest rate sensitivity analysis on our profit by measuring the impact of a change in interest rate of financial assets, liabilities and interest rate derivative instruments. On an assumption of a parallel shift of 100 basis points in interest rates, we calculate the changes in profit for the year on a monthly basis.
The table below illustrates the impact to profit before tax of the coming year as of each reporting date based on the structure of interest-bearing assets, liabilities and interest rate derivative instruments as of December 31, 2020, 2021 and 2022, caused by a parallel shift of 100 basis points in interest rates.
| For the Year Ended December 31, | ||||||||||||
| 2020 | 2021 | 2022 | ||||||||||
| (RMB millions) | ||||||||||||
| Change in interest rate |
||||||||||||
| –100 basis points |
(488 | ) | (649 | ) | (498 | ) | ||||||
| +100 basis points |
488 | 649 | 498 | |||||||||
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In the sensitivity analysis, we adopt the following assumptions when determining business conditions and financial index:
| • | The fluctuation rates of different interest-bearing assets and liabilities are the same; |
| • | All assets and liabilities are re-priced in the middle of relevant periods; |
| • | Analysis is based on static gap on reporting date, regardless of subsequent changes; |
| • | No consideration of impact on customers’ behavior resulting from interest rate changes; |
| • | No consideration of impact on market price resulting from interest rate changes; |
| • | No consideration of actions taken by us. |
Therefore, the actual changes of net profit may differ from the analysis above.
Credit Risk
Credit risks refer to the risk of losses incurred by the inabilities of debtors or counterparties to fulfill their contractual obligations or by the adverse changes in their credit conditions. We are exposed to credit risks primarily associated with our deposit arrangements with commercial banks, financial assets at fair value through profit or loss, accounts and other receivables, and loans to customers. We use a variety of controls to identify, measure, monitor and report credit risk.
Credit risk exposure
Without taking collateral and other credit enhancements into consideration, for on–balance sheet assets, the maximum exposures are based on net carrying amounts as reported in the financial statements. The following presents the credit risk exposure of the financial instruments under the scope of expected credit loss without considering guarantee or any other credit enhancement measures as of December 31, 2020, 2021 and 2022:
| As at December 31, 2020 | ||||||||||||||||||||
| Stage 1 | Stage 2 | Stage 3 | Purchased or Originated Credit Impaired |
Maximum Credit Risk Exposure |
||||||||||||||||
| (RMB millions) | ||||||||||||||||||||
| Book value |
||||||||||||||||||||
| On-balance sheet |
||||||||||||||||||||
| Financial assets at amortized cost |
5,508 | — | 975 | 81 | 6,564 | |||||||||||||||
| Loans to customers |
119,088 | 644 | 94 | — | 119,826 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total |
124,596 | 644 | 1,069 | 81 | 126,390 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Off-balance sheet |
||||||||||||||||||||
| Financing guarantee commitment |
20,898 | 71 | — | — | 20,969 | |||||||||||||||
| As at December 31, 2021 | ||||||||||||||||||||
| Stage 1 | Stage 2 | Stage 3 | Purchased or Originated Credit Impaired |
Maximum Credit Risk Exposure |
||||||||||||||||
| (RMB millions) | ||||||||||||||||||||
| Book value |
||||||||||||||||||||
| On-balance sheet |
||||||||||||||||||||
| Financial assets at amortized cost |
2,698 | — | 585 | 502 | 3,785 | |||||||||||||||
| Loans to customers |
213,665 | 1,264 | 43 | — | 214,972 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total |
216,363 | 1,264 | 628 | 502 | 218,757 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Off-balance sheet |
||||||||||||||||||||
| Financing guarantee commitment |
64,417 | 314 | — | — | 64,731 | |||||||||||||||
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| As at December 31, 2022 | ||||||||||||||||||||
| Stage 1 | Stage 2 | Stage 3 | Purchased or Originated Credit Impaired |
Maximum Credit Risk Exposure |
||||||||||||||||
| (RMB millions) | ||||||||||||||||||||
| Book value |
||||||||||||||||||||
| On-balance sheet |
||||||||||||||||||||
| Financial assets at amortized cost |
4,119 | — | 281 | 316 | 4,716 | |||||||||||||||
| Loans to customers |
208,609 | 2,764 | 74 | — | 211,447 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total |
212,728 | 2,764 | 355 | 316 | 216,163 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Off-balance sheet |
||||||||||||||||||||
| Financing guarantee commitment |
67,012 | 1,491 | — | — | 68,503 | |||||||||||||||
For other on-balance sheet financial assets, the maximum credit risk exposure is their net carrying amount.
As of December 31, 2020, 2021 and 2022, the credit risk on loans to customers amounting to RMB105.3 billion, RMB169.6 billion and RMB149.2 billion (US$21.6 billion), respectively, was borne by external partners. After subtracting these arrangements from the maximum credit risk exposures as listed in the tables above, the loans to customers with credit risk exposure for our company are the carrying amount of loans after provision for impairment losses and interest receivable of the loans is considered. The on–balance sheet credit risk exposure for our company as of December 31, 2020, 2021 and 2022, amounted to RMB13.2 billion, RMB45.1 billion and RMB66.9 billion (US$9.7 billion), respectively. Our credit risk exposure is defined as the net credit risk exposure that we will bear.
Expected credit loss for loans
Credit risk measurement
The estimation of credit exposure for risk management purposes is complex and requires the use of models, as the exposure varies with changes in market conditions, expected cash flows and the passage of time. The assessment of credit risk of a portfolio of assets entails further estimations as to the likelihood of defaults occurring, of the associated loss ratios and of default correlations between counterparties. We measure credit risk using Probability of Default (PD), Exposure at Default (EAD) and Loss Given Default (LGD). This is similar to the approach used for the purposes of measuring ECL under IFRS 9.
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Measurement of Expected Credit Loss
IFRS 9 outlines a “three-stage” model for impairment based on changes in credit quality since initial recognition as summarized below:
| • | A financial instrument that is not credit-impaired on initial recognition is classified in “Stage 1” and has its credit risk continuously monitored by us. |
| • | If a significant increase in credit risk since initial recognition is identified, the financial instrument is moved to “Stage 2” but is not yet deemed to be credit-impaired. |
| • | If the financial instrument is credit-impaired, the financial instrument is then moved to “Stage 3.” |
Financial instruments in Stage 1 have their ECL measured at an amount equal to the portion of lifetime ECL that result from default events possible within the next 12 months. Instruments in Stages 2 or 3 have their ECL measured based on ECL on a lifetime basis.
The following diagram summarizes the impairment requirements under IFRS 9 (other than purchased or originated credit-impaired financial assets)
Change in credit quality since initial recognition
| Stage 1 |
Stage 2 |
Stage 3 | ||
| (Initial recognition) |
(Significant increase in credit risk since initial recognition) | (Credit-impaired assets) | ||
| 12-month ECL |
Lifetime ECL | Lifetime ECL |
The key judgments and assumptions we have adopted in addressing the requirements of the standard are discussed below:
(a) Significant increase in credit risk
We consider a loan to have experienced a significant increase in credit risk if the borrower is 30 days or more past due on its contractual payments. We do not consider any qualitative criteria since we monitor the risk of borrowers purely based on the overdue period.
The criteria used to identify a significant increase in credit risk are monitored and reviewed periodically for appropriateness by the independent credit risk team.
(b) Definition of default and credit-impaired assets
We define a financial instrument as in default, which is fully aligned with the definition of credit-impaired if the borrower is 90 days or more past due on its contractual payments. We do not consider any qualitative criteria since we monitor the risk of borrowers purely based on overdue period.
The criteria above are consistent with the definition of default used for internal credit risk management purposes. The default definition has been applied consistently to model the Probability of Default (PD), Exposure at Default (EAD) and Loss given Default (LGD) throughout our expected loss calculations.
Sensitivity analysis
ECL is sensitive to the parameters used in the model, the macro-economic variables of the forward-looking forecast, the weight probabilities in the three scenarios, and other factors considered in the application of expert judgment. Changes in these input parameters, assumptions, models, and judgments will have an impact on the measurement of expected credit losses.
We have the highest weight of the base scenario. The loans to customers and financing guarantee contracts assumed that if the weight of the upside scenario increased by 10% and the weight of the base scenario decreased by 10%, our ECL impairment provision as of December 31, 2020, 2021 and 2022 would be reduced by RMB5 million, RMB15 million and RMB62 million (US$9 million), respectively, and if the weight of the downside scenario increased by 10% and the weight of the base scenarios decreased by 10%, our ECL impairment provision as of December 31, 2020, 2021 and 2022 would be increased by RMB6 million, RMB32 million and RMB123 million (US$18 million), respectively.
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The following table shows the changes of ECL impairment provision on loans to customers and financing guarantee liabilities related to ECL assuming the financial assets in stage 2 were reclassified to stage 1 due to significant improvement in credit risk.
| As of December 31, | ||||||||||||
| 2020 | 2021 | 2022 | ||||||||||
| (RMB millions, except percentages) | ||||||||||||
| Total ECL and financing guarantee liabilities under assumption of reclassification of financial assets from stage 2 to stage 1 |
1,542 | 4,898 | 10,479 | |||||||||
| Total ECL and financing guarantee liabilities related to ECL recognized in the consolidated balance sheet |
1,738 | 5,451 | 12,826 | |||||||||
|
|
|
|
|
|
|
|||||||
| Difference—amount |
(196) | (553) | (2,347) | |||||||||
| Difference—ratio |
(13%) | (10%) | (18%) | |||||||||
Liquidity risk
Liquidity risk is the risk of not having access to sufficient funds or being unable to liquidate a position in a timely manner at a reasonable price to meet our obligations as they become due.
We aim to maintain sufficient cash at bank and marketable securities. Due to the dynamic nature of the underlying businesses, we maintain flexibility in funding by maintaining adequate cash at bank.
The following table analyzes our financial liabilities by maturity grouping based on the remaining period at the end of each reporting period to the contractual or expected maturity date. The amounts disclosed in the table are undiscounted contractual cash flows, including interests with financial liabilities denominated in foreign currencies translated into RMB using the spot rate as of the balance sheet date:
| As of December 31, 2022 | ||||||||||||||||||||||||
| Repayable on demand or undated |
Within 1 year |
1 to 2 years | 2 to 3 years | Over 3 years |
Total | |||||||||||||||||||
| (RMB millions) | ||||||||||||||||||||||||
| Financial liabilities |
||||||||||||||||||||||||
| Payable to platform investors |
1,569 | — | — | — | — | 1,569 | ||||||||||||||||||
| Borrowings |
— | 37,507 | — | — | — | 37,507 | ||||||||||||||||||
| Bond payable |
— | 2,209 | — | — | — | 2,209 | ||||||||||||||||||
| Accounts and other payables and contract liabilities |
5,385 | 3,746 | — | — | — | 9,131 | ||||||||||||||||||
| Payable to investors of consolidated structured entities |
47 | 133,933 | 45,294 | 4,182 | 66 | 183,522 | ||||||||||||||||||
| Financing guarantee liabilities |
68,503 | — | — | — | — | 68,503 | ||||||||||||||||||
| Lease liabilities |
— | 463 | 247 | 68 | 7 | 785 | ||||||||||||||||||
| Convertible promissory note payable |
— | 50 | 50 | 50 | 6,868 | 7,018 | ||||||||||||||||||
| Optionally convertible promissory notes |
— | 8,546 | — | — | — | 8,546 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| 75,504 | 186,454 | 45,591 | 4,300 | 6,941 | 318,790 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Fair value estimation
Our main financial instruments carried at fair value are financial assets at fair value through profit or loss and available-for-sale financial assets. We use the following hierarchy for determining and disclosing the fair value of financial instruments by valuation techniques:
Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s-length basis. The primary quoted market price used for financial assets we hold is the current bid price. Financial instruments included in Level 1 comprise primarily equity investments, fund investments and bond investments traded on stock exchanges and open-ended mutual funds.
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Level 2: Other valuation techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly (such as price) or indirectly (such as calculated based on price). These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on entity specific estimates.
Level 3: Valuation techniques which use any inputs which have a significant effect on the recorded fair value that are not based on observable market data (unobservable inputs).
The level of fair value calculation is determined by the lowest level input with material significance in the overall calculation. As such, the significance of the input should be considered from an overall perspective in the calculation of fair value.
Valuation methods for Level 2 and Level 3 financial instruments:
For Level 2 financial instruments, valuations are generally obtained from third party pricing services for identical or comparable assets, or through the use of valuation methodologies using observable market inputs, or recent quoted market prices. Valuation service providers typically gather, analyze and interpret information related to market transactions and other key valuation model inputs from multiple sources, and through the use of widely accepted internal valuation models, provide a theoretical quote on various securities.
For Level 3 financial instruments, prices are determined using valuation methodologies such as discounted cash flow models and other similar techniques. Determinations to classify fair value measures within Level 3 of the valuation hierarchy are generally based on the significance of the unobservable factors to the overall fair value measurement, and valuation methodologies such as discounted cash flow models and other similar techniques.
The following table sets forth the financial instruments recorded at fair value by level of the fair value hierarchy:
| As of December 31, 2020 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| (RMB millions) | ||||||||||||||||
| (RMB millions) | ||||||||||||||||
| Financial assets at fair value through profit or loss |
||||||||||||||||
| Unlisted Securities |
||||||||||||||||
| Asset management plans |
— | 9,328 | 424 | 9,752 | ||||||||||||
| Mutual funds |
3,199 | — | — | 3,199 | ||||||||||||
| Trust plans |
— | 9,106 | 821 | 9,927 | ||||||||||||
| Factoring products |
— | 824 | — | 824 | ||||||||||||
| Structured deposits |
— | 962 | — | 962 | ||||||||||||
| Bank wealth management products |
— | 2,092 | — | 2,092 | ||||||||||||
| Corporate bonds |
— | 3,029 | 15 | 3,044 | ||||||||||||
| Private fund and other equity investments |
— | 4,618 | 6 | 4,624 | ||||||||||||
| Derivative instruments |
||||||||||||||||
| Interest rate swap |
— | (12 | ) | — | (12 | ) | ||||||||||
| Foreign currency swaps |
— | (536 | ) | — | (536 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total |
3,199 | 29,411 | 1,266 | 33,876 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
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Table of Contents
| As of December 31, 2021 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| (RMB millions) | ||||||||||||||||
| Financial assets at fair value through profit or loss |
||||||||||||||||
| Unlisted Securities |
||||||||||||||||
| Asset management plans |
— | 7,802 | 506 | 8,308 | ||||||||||||
| Mutual funds |
2,487 | — | — | 2,487 | ||||||||||||
| Trust plans |
— | 2,448 | 604 | 3,052 | ||||||||||||
| Structured deposits |
— | 6,641 | — | 6,641 | ||||||||||||
| Bank wealth management products |
— | 4,589 | — | 4,589 | ||||||||||||
| Corporate bonds |
— | 3,018 | 47 | 3,065 | ||||||||||||
| Private fund and other equity investments |
— | 2,765 | — | 2,765 | ||||||||||||
| Others debt investments |
— | — | 109 | 109 | ||||||||||||
| Listed Securities |
||||||||||||||||
| Stock |
8 | — | — | 8 | ||||||||||||
| Derivative instruments |
||||||||||||||||
| Interest rate swap |
— | 38 | — | 38 | ||||||||||||
| Foreign currency swap |
— | (26 | ) | — | (26 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total |
2,494 | 27,276 | 1,265 | 31,036 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| As of December 31, 2022 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| (RMB millions) | ||||||||||||||||
| Financial assets at fair value through profit or loss |
||||||||||||||||
| Unlisted Securities |
||||||||||||||||
| Asset management plans |
— | 4,668 | 342 | 5,010 | ||||||||||||
| Mutual funds |
7,125 | — | — | 7,125 | ||||||||||||
| Trust plans |
— | 3,269 | 622 | 3,891 | ||||||||||||
| Structured deposits |
— | 2,407 | — | 2,407 | ||||||||||||
| Bank wealth management products |
— | 7,563 | — | 7,563 | ||||||||||||
| Corporate bonds |
— | — | 46 | 46 | ||||||||||||
| Private fund and other equity investments |
— | 1,603 | 441 | 2,044 | ||||||||||||
| Others debt investments |
— | — | 1,003 | 1,003 | ||||||||||||
| Derivative instruments |
||||||||||||||||
| Interest rate swap |
— | 222 | — | 222 | ||||||||||||
| Foreign currency swap |
— | 225 | — | 225 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total |
7,125 | 19,957 | 2,454 | 29,537 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
There were no changes in valuation techniques during the period.
The following table presents the changes in level 3 instruments for the years ended December 31, 2020, 2021 and 2022:
| For the Year ended December 31, | ||||||||||||
| 2020 | 2021 | 2022 | ||||||||||
| Financial assets at fair value through profit or loss | ||||||||||||
| (RMB millions) | ||||||||||||
| As of beginning of the year |
2,843 | 1,266 | 1,265 | |||||||||
|
|
|
|
|
|
|
|||||||
| Additions |
— | 132 | 1,548 | |||||||||
| Disposal |
(1,267 | ) | (30 | ) | (300 | ) | ||||||
| Transfer into level 3 |
— | 1,036 | — | |||||||||
| Transfer out of level 3 |
— | (3 | ) | — | ||||||||
| Gains or losses recognized in profit or loss |
(310 | ) | (1,136 | ) | (59 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| As of end of the year |
1,266 | 1,265 | 2,454 | |||||||||
|
|
|
|
|
|
|
|||||||
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Item 12. Description of Securities Other than Equity Securities
A. Debt Securities
Not applicable.
B. Warrants and Rights
Not applicable.
C. Other Securities
Not applicable.
D. American Depositary Shares
Fees and Charges Our ADS holders May Have to Pay
As an ADS holder, you will be required to pay the following fees under the terms of the deposit agreement:
| Service |
Fees | |
| • Issuance of ADSs (e.g., an issuance of ADS upon a deposit of ordinary shares, upon a change in the ADS(s)-to-ordinary shares ratio, or for any other reason, excluding ADS issuances as a result of distributions of ordinary shares) |
Up to U.S. 5¢ per ADS issued | |
| • Cancellation of ADSs (e.g., a cancellation of ADSs for delivery of deposited property, upon a change in the ADS(s)-to-ordinary shares ratio, or for any other reason) |
Up to U.S. 5¢ per ADS cancelled | |
| • Distribution of cash dividends or other cash distributions (e.g., upon a sale of rights and other entitlements) |
Up to U.S. 5¢ per ADS held | |
| • Distribution of ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) exercise of rights to purchase additional ADSs |
Up to U.S. 5¢ per ADS held | |
| • Distribution of securities other than ADSs or rights to purchase additional ADSs (e.g., upon a spin-off) |
Up to U.S. 5¢ per ADS held | |
| • ADS Services |
Up to U.S. 5¢ per ADS held on the applicable record date(s) established by the depositary | |
| • Registration of ADS transfers (e.g., upon a registration of the transfer of registered ownership of ADSs, upon a transfer of ADSs into DTC and vice versa, or for any other reason) |
Up to U.S. 5¢ per ADS (or fraction thereof) transferred | |
| • Conversion of ADSs of one series for ADSs of another series (e.g., upon conversion of Partial Entitlement ADSs for Full Entitlement ADSs, or upon conversion of Restricted ADSs (each as defined in the Deposit Agreement) into freely transferable ADSs, and vice versa). |
Up to U.S. 5¢ per ADS (or fraction thereof) converted | |
As an ADS holder you will also be responsible to pay certain charges such as:
| • | taxes (including applicable interest and penalties) and other governmental charges; |
| • | the registration fees as may from time to time be in effect for the registration of ordinary shares on the share register and applicable to transfers of ordinary shares to or from the name of the custodian, the depositary or any nominees upon the making of deposits and withdrawals, respectively; |
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| • | certain cable, telex and facsimile transmission and delivery expenses; |
| • | the fees, expenses, spreads, taxes and other charges of the depositary and/or service providers (which may be a division, branch or affiliate of the depositary) in the conversion of foreign currency; |
| • | the reasonable and customary out-of-pocket expenses incurred by the depositary in connection with compliance with exchange control regulations and other regulatory requirements applicable to ordinary shares, ADSs and ADRs; and |
| • | the fees, charges, costs and expenses incurred by the depositary, the custodian, or any nominee in connection with the ADR program. |
ADS fees and charges for (i) the issuance of ADSs, and (ii) the cancellation of ADSs are charged to the person for whom the ADSs are issued (in the case of ADS issuances) and to the person for whom ADSs are cancelled (in the case of ADS cancellations). In the case of ADSs issued by the depositary into DTC, the ADS issuance and cancellation fees and charges may be deducted from distributions made through DTC, and may be charged to the DTC participant(s) receiving the ADSs being issued or the DTC participant(s) holding the ADSs being cancelled, as the case may be, on behalf of the beneficial owner(s) and will be charged by the DTC participant(s) to the account of the applicable beneficial owner(s) in accordance with the procedures and practices of the DTC participants as in effect at the time. ADS fees and charges in respect of distributions and the ADS service fee are charged to the holders as of the applicable ADS record date. In the case of distributions of cash, the amount of the applicable ADS fees and charges is deducted from the funds being distributed. In the case of (i) distributions other than cash and (ii) the ADS service fee, holders as of the ADS record date will be invoiced for the amount of the ADS fees and charges and such ADS fees and charges may be deducted from distributions made to holders of ADSs. For ADSs held through DTC, the ADS fees and charges for distributions other than cash and the ADS service fee may be deducted from distributions made through DTC, and may be charged to the DTC participants in accordance with the procedures and practices prescribed by DTC and the DTC participants in turn charge the amount of such ADS fees and charges to the beneficial owners for whom they hold ADSs. In the case of (i) registration of ADS transfers, the ADS transfer fee will be payable by the ADS Holder whose ADSs are being transferred or by the person to whom the ADSs are transferred, and (ii) conversion of ADSs of one series for ADSs of another series, the ADS conversion fee will be payable by the Holder whose ADSs are converted or by the person to whom the converted ADSs are delivered.
In the event of refusal to pay the depositary fees, the depositary may, under the terms of the deposit agreement, refuse the requested service until payment is received or may set off the amount of the depositary fees from any distribution to be made to the ADS holder. Certain depositary fees and charges (such as the ADS services fee) may become payable shortly after the closing of the ADS offering. Note that the fees and charges you may be required to pay may vary over time and may be changed by us and by the depositary. You will receive prior notice of such changes. The depositary may reimburse us for certain expenses incurred by us in respect of the ADR program, by making available a portion of the ADS fees charged in respect of the ADR program or otherwise, upon such terms and conditions as we and the depositary agree from time to time.
Fees and Other Payments Made by the Depositary to Us
The depositary may reimburse us for certain expenses incurred by us in respect of the ADR program, by making available a portion of the ADS fees charged in respect of the ADR program or otherwise, upon such terms and conditions as we and the depositary agree from time to time. Responsibility for payment of such fees, charges and reimbursements may from time to time be changed by agreement between us and the depositary. In the year ended December 31, 2022, we received US$38.8 million from the depositary for our expenses incurred in connection with the establishment and maintenance of the ADS program.
Taxes
You will be responsible for the taxes and other governmental charges payable on the ADSs and the securities represented by the ADSs. We, the depositary and the custodian may deduct from any distribution the taxes and governmental charges payable by holders and may sell any and all property on deposit to pay the taxes and governmental charges payable by holders. You will be liable for any deficiency if the sale proceeds do not cover the taxes that are due.
The depositary may refuse to issue ADSs, to deliver, transfer, split and combine ADRs or to release securities on deposit until all taxes and charges are paid by the applicable holder. The depositary and the custodian may take reasonable administrative actions to obtain tax refunds and reduced tax withholding for any distributions on your behalf. However, you may be required to provide to the depositary and to the custodian proof of taxpayer status and residence and such other information as the depositary and the custodian may require to fulfill legal obligations. You are required to indemnify us, the depositary and the custodian for any claims with respect to taxes based on any tax benefit obtained for you.
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PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies
None.
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
Material Modifications to the Rights of Security Holders
None.
Use of Proceeds
The following “Use of Proceeds” information relates to the registration statement on Form F-1 for our initial public offering (File Number 333-249366), which was declared effective by the SEC on October 29, 2020. Our initial public offering closed in November 2020. Goldman Sachs (Asia) L.L.C., BofA Securities, Inc., UBS Securities LLC, HSBC Securities (USA) Inc. and China PA Securities (Hong Kong) Company Limited were the representatives of the underwriters for our initial public offering. We offered and sold an aggregate of 199,155,128 ADSs at an initial public offering price of US$13.50 per ADS, taking into account the ADSs sold upon the exercise of the option to purchase additional ADSs by our underwriters. We raised US$2,578.9 million in net proceeds from our initial public offering after deducting underwriting commissions and discounts and the offering expenses payable by us.
The total expenses incurred for our company’s account in connection with our initial public offering was US$109.7 million, which included US$102.2 million in underwriting discounts and commissions for the initial public offering and US$7.5 million in other costs and expenses for our initial public offering. None of the transaction expenses included payments to directors or officers of our company or their associates, persons owning more than 10% or more of our equity securities or our affiliates. None of the net proceeds from the initial public offering were paid, directly or indirectly, to any of our directors or officers or their associates, persons owning 10% or more of our equity securities or our affiliates.
For the period from October 29, 2020, the date that the registration statement was declared effective by the SEC, to December 31, 2022, we have used over 80% of the net proceeds from our initial public offering for general corporate purposes. There is no material change in the use of proceeds as described in the registration statement.
Item 15. Controls and Procedures
Disclosure Controls and Procedures
Our management with the participation of our chief executive officer and chief financial officer has performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report, as required by Rule 13a-15(b) under the Exchange Act.
Based on that evaluation, our management has concluded that, as of December 31, 2022, our disclosure controls and procedures were effective in ensuring that the information required to be disclosed by us in the reports that we file and furnish under the Exchange Act was recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. As required by Rule 13a-15(c) of the Exchange Act, our management conducted an evaluation of our company’s internal control over financial reporting as of December 31, 2022 based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2022.
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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness of our internal control over financial reporting to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Attestation Report of the Registered Public Accounting Firm
Our independent registered public accounting firm, PricewaterhouseCoopers Zhong Tian LLP, has audited the effectiveness of our internal control over financial reporting as of December 31, 2022, as stated in its report, which appears on page F-2 of this annual report.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the year ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 16A. Audit Committee Financial Expert
Our board of directors has determined that Mr. Rusheng Yang, an independent director (under the standards set forth in Section 303A of the Corporate Governance Rules of the NYSE and Rule 10A-3 under the Exchange Act) and member of our audit committee, is an audit committee financial expert.
Item 16B. Code of Ethics
Our board of directors adopted a code of business conduct and ethics that applies to our directors, officers and employees in September 2020. We have posted a copy of our code of business conduct and ethics on our website at ir.lufaxholding.com.
Item 16C. Principal Accountant Fees and Services
The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by PricewaterhouseCoopers Zhong Tian LLP, our principal external auditors, for the periods indicated.
| 2021 | 2022 | |||||||
| (RMB millions) | ||||||||
| Audit fees(1) |
42.4 | 56.3 | ||||||
| Audit-Related fees(2) |
0.2 | 2.0 | ||||||
| Tax fees(3) |
1.1 | 0.8 | ||||||
| All other fees(2) |
— | 0.7 | ||||||
| (1) | “Audit fees” means the aggregate fees billed or to be billed for each of the fiscal years listed for professional services rendered by our principal auditors for the audit of our annual financial statements and internal control over financial reporting, assistance with and review of documents filed with the SEC in 2021 and 2022, and the services related to our listing on the Hong Kong Stock Exchange in 2022. |
| (2) | “Audit-related fees” means the aggregate fees billed or to be billed for each of the fiscal years listed for agreed audit procedures service and special audit services by our principal auditors. |
| (3) | “Tax fees” means the aggregate fees billed or to be billed for each of the fiscal years listed for professional services rendered by our principal auditors for tax compliance, tax advice, and tax planning. |
| (4) | “All other fees” means the aggregate fees billed or to be billed for each of the fiscal years listed for professional services rendered by our principal auditors associated with certain permitted advisory services. |
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The policy of our audit committee is to pre-approve all audit and non-audit services provided by PricewaterhouseCoopers Zhong Tian LLP, including audit services, audit-related services, tax services and other services as described above, other than those for de minimis services which are approved by the audit committee prior to the completion of the audit.
Item 16D. Exemptions from the Listing Standards for Audit Committees
Not applicable.
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
On August 6, 2021, we announced that our board of directors had authorized a share repurchase program under which we might repurchase up to US$700 million of our ADSs over the following twelve months. By the completion of this share repurchase program in August 2022, our company had purchased a total of 84,072,804 ADSs at an aggregate consideration of US$576.6 million.
The following table sets forth information about our repurchases made in the year 2022 under the share repurchase program described above.
| Period |
Total Number of ADSs Purchased |
Average Price Paid per ADS (US$) |
Total Number of ADSs Purchased as Part of Publicly Announced Plans or Programs |
Maximum Dollar Value of ADSs that May Yet be Purchased Under the Plans or Programs (US$) |
||||||||||||
| January 1 – January 31, 2022 |
1,261,339 | 4.42 | 82,439,116 | 130,885,290 | ||||||||||||
| February 1 – February 28, 2022 |
509,132 | 4.35 | 82,948,248 | 128,662,369 | ||||||||||||
| March 1 – March 31, 2022 |
1,124,556 | 4.62 | 84,072,804 | 123,448,815 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total |
2,895,027 | 4.49 | 84,072,804 | 123,448,815 | ||||||||||||
Item 16F. Change in Registrant’s Certifying Accountant
Not applicable.
Item 16G. Corporate Governance
As a Cayman Islands exempted company listed on the NYSE, we are subject to the NYSE corporate governance listing standards. However, NYSE 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 the NYSE corporate governance listing standards. We have chosen to (i) rely on the home country exemption from Section 303A.08 of the NYSE Listed Company Manual, which requires that shareholders must be given the opportunity to vote on all equity-compensation plans and material revisions thereto, (ii) rely on the home country exemption from Section 302.00 of the NYSE Listed Company Manual, which requires a listed company to hold an annual meeting during each fiscal year, for the year 2022, and (iii) rely on the home country exemption from Section 303A.01 of the NYSE Listed Company Manual, which requires a listed company to have a majority of independent directors. In these respects, and in other respects if we choose to follow home country practice in other respects in the future, our shareholders may be afforded less protection than they otherwise would under the NYSE corporate governance listing standards applicable to U.S. domestic issuers. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our ADSs—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.”
Item 16H. Mine Safety Disclosure
Not applicable.
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Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, and our auditor was subject to that determination.
In May 2022, Lufax Holding Ltd was conclusively listed by the SEC as a Commission-Identified Issuer under the HFCAA following the filing of our annual report on Form 20-F for the fiscal year ended December 31, 2021.
On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. For this reason, we do not expect to be identified as a Commission-Identified Issuer under the HFCAA after we file this annual report on Form 20-F.
To our knowledge, no Cayman Islands governmental entities own any shares of Lufax Holding Ltd as of the date of this annual report.
As of February 28, 2023, Ping An Insurance, a company incorporated under the laws of the PRC whose shares are listed on the Shanghai Stock Exchange and the Hong Kong Stock Exchange, held 41.4% of the total outstanding ordinary shares of Lufax Holding Ltd. See “Item 6. Directors, Senior Management and Employees—E. Share Ownership.” As of the date of this annual report, Ping An Insurance owns 100% of the equity interests in Shenzhen Ping An Financial Technology Consulting Co., Ltd, which directly or indirectly holds 49.99% of the equity interests in each of Shanghai Xiongguo, Shenzhen Lufax Enterprise Management and Shanghai Lufax. See “Item 4. Information on the Company—C. Organizational Structure.” As reported in the announcement of audited results for the year ended December 31, 2022 by Ping An Insurance on March 15, 2023, China’s stated-owned legal persons owned 9.25% of the equity interests in Ping An Insurance as of December 31, 2022 which in turn indirectly held approximately 3.8% of the total outstanding ordinary shares of Lufax Holding Ltd and 4.6% of the equity interests in the consolidated affiliated entities. To our knowledge, no other PRC governmental entities own any shares of Lufax Holding Ltd or the consolidated affiliated entities as of the date of this annual report. The PRC governmental entities do not have a controlling financial interest in Lufax Holding Ltd or the consolidated affiliated entities as of the date of this annual report.
To our knowledge, none of the members of the board of directors of Lufax Holding Ltd or our operating entities, including the consolidated affiliated entities, is an official of the Chinese Communist Party as of the date of this annual report.
None of the currently effective memorandum and articles of association (or equivalent organizing document) of Lufax Holding Ltd or the consolidated affiliated entities contains any charter of the Chinese Communist Party.
Item 16J. Insider Trading Policies
Not applicable.
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PART III
Item 17. Financial Statements
We have elected to provide financial statements pursuant to Item 18.
Item 18. Financial Statements
The consolidated financial statements of Lufax Holding Ltd, its subsidiaries and the consolidated affiliated entities are included at the end of this annual report.
Item 19. Exhibits
258
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259
Table of Contents
260
Table of Contents
261
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| * | Filed with this Annual Report on Form 20-F. |
| ** | Furnished with this Annual Report on Form 20-F. |
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SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing its annual report on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| Lufax Holding Ltd | ||
| By: | /s/ Yong Suk Cho | |
| Name: | Yong Suk Cho | |
| Title: | Chairman of the Board and Chief Executive Officer | |
Date: April 7, 2023
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Page (s) |
||||
F-2 |
||||
F- 5 |
||||
F- 7 |
||||
F- 9 |
||||
F- 12 |
||||
F-1 3 |
||||
Year ended December 31, |
||||||||||||||||
Note |
2020 |
2021 |
2022 |
|||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||||||
| Technology platform-based income |
6 | |||||||||||||||
| Net interest income |
7 | |||||||||||||||
| Guarantee income |
||||||||||||||||
| Other income |
8 | |||||||||||||||
| Investment income |
9 | |||||||||||||||
| Share of net profit/(loss) of investments accounted for using the equity method |
( |
) | ( |
) | ||||||||||||
| |
|
|
|
|
|
|||||||||||
| Total income |
||||||||||||||||
| |
|
|
|
|
|
|||||||||||
| Sales and marketing expenses |
10 | ( |
) | ( |
) | ( |
) | |||||||||
| General and administrative expenses |
10 | ( |
) | ( |
) | ( |
) | |||||||||
| Operation and servicing expenses |
10 | ( |
) | ( |
) | ( |
) | |||||||||
| Technology and analytics expenses |
10 | ( |
) | ( |
) | ( |
) | |||||||||
| Credit impairment losses |
11 | ( |
) | ( |
) | ( |
) | |||||||||
| Asset impairment losses |
24,26 | ( |
) | ( |
) | ( |
) | |||||||||
| Finance costs |
12 | ( |
) | ( |
) | ( |
) | |||||||||
| Other gains/(losses)—net |
13 | |||||||||||||||
| |
|
|
|
|
|
|||||||||||
| Total expenses |
( |
) |
( |
) |
( |
) | ||||||||||
| |
|
|
|
|
|
|||||||||||
| Profit before income tax expenses |
||||||||||||||||
| Less: Income tax expenses |
14 | ( |
) | ( |
) | ( |
) | |||||||||
| |
|
|
|
|
|
|||||||||||
| Net profit for the year |
||||||||||||||||
| |
|
|
|
|
|
|||||||||||
| Net profit attributable to: Owners of the Company |
||||||||||||||||
| Non-controlling interests |
( |
) | ( |
) | ||||||||||||
| |
|
|
|
|
|
|||||||||||
| |
|
|
|
|
|
|||||||||||
Year ended December 31, |
||||||||||||||||
Note |
2020 |
2021 |
2022 |
|||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||||||
| Other comprehensive income/(loss), net of tax: |
||||||||||||||||
| Items that may be reclassified to profit or loss |
||||||||||||||||
| -Exchange differences on translation of foreign operations |
( |
) | ||||||||||||||
| Items that will not be reclassified to profit or loss |
||||||||||||||||
| -Exchange differences on translation of foreign operations |
( |
) | ( |
) | ||||||||||||
| |
|
|
|
|
|
|||||||||||
| Total comprehensive income for the year |
||||||||||||||||
| |
|
|
|
|
|
|||||||||||
| Total comprehensive income attributable to: |
||||||||||||||||
| Owners of the Company |
||||||||||||||||
| Non-controlling interests |
( |
) | ( |
) | ||||||||||||
| |
|
|
|
|
|
|||||||||||
| |
|
|
|
|
|
|||||||||||
| Earnings per share (expressed in RMB per share) |
||||||||||||||||
| -Basic earnings per share |
15 | |||||||||||||||
| |
|
|
|
|
|
|||||||||||
| -Diluted earnings per share |
15 | |||||||||||||||
| |
|
|
|
|
|
|||||||||||
| -Basic earnings per ADS |
15 | |||||||||||||||
| |
|
|
|
|
|
|||||||||||
| -Diluted earnings per ADS |
15 | |||||||||||||||
| |
|
|
|
|
|
|||||||||||
As of December 31, |
||||||||||||
Note |
2021 |
2022 |
||||||||||
RMB’000 |
RMB’000 |
|||||||||||
| ASSETS |
||||||||||||
| Cash at bank |
16 | |||||||||||
| Restricted cash |
16 | |||||||||||
| Financial assets at fair value through profit or loss |
17 | |||||||||||
| Financial assets at amortized cost |
18 | |||||||||||
| Financial assets purchased under reverse repurchase agreements |
19 | |||||||||||
| Accounts and other receivables and contract assets |
20 | |||||||||||
| Loans to customers |
21 | |||||||||||
| Deferred tax assets |
22 | |||||||||||
| Property and equipment |
23 | |||||||||||
| Investments accounted for using the equity method |
||||||||||||
| Intangible assets |
24 | |||||||||||
| Right-of-use |
25 | |||||||||||
| Goodwill |
26 | |||||||||||
| Other assets |
27 | |||||||||||
| |
|
|
|
|||||||||
| Total assets |
||||||||||||
| |
|
|
|
|||||||||
| LIABILITIES |
||||||||||||
| Payable to platform investors |
28 | |||||||||||
| Borrowings |
29 | |||||||||||
| Bond payable |
30 | |||||||||||
| Current income tax liabilities |
||||||||||||
| Accounts and other payables and contract liabilities |
31 | |||||||||||
| Payable to investors of consolidated structured entities |
32 | |||||||||||
| Financing guarantee liabilities |
33 | |||||||||||
| Deferred tax liabilities |
22 | |||||||||||
| Lease liabilities |
25 | |||||||||||
| Convertible promissory note payable |
34 | |||||||||||
| Optionally convertible promissory notes |
35 | |||||||||||
| Other liabilities |
36 | |||||||||||
| |
|
|
|
|||||||||
| Total liabilities |
||||||||||||
| |
|
|
|
|||||||||
As of December 31, |
||||||||||||
Note |
2021 |
2022 |
||||||||||
RMB’000 |
RMB’000 |
|||||||||||
| EQUITY |
||||||||||||
| Share capital |
37 | |||||||||||
| Share premium |
37 | |||||||||||
| Treasury shares |
38 | ( |
) | ( |
) | |||||||
| Other reserves |
39 | |||||||||||
| Retained earnings |
40 | |||||||||||
| |
|
|
|
|||||||||
| Total equity attributable to owners’ of the Company |
||||||||||||
| |
|
|
|
|||||||||
| Non-controlling interests |
||||||||||||
| |
|
|
|
|||||||||
| Total equity |
||||||||||||
| |
|
|
|
|||||||||
| Total liabilities and equity |
||||||||||||
| |
|
|
|
|||||||||
Note |
Attributable to owners of the Group |
|||||||||||||||||||||||||||||||||||
Share capital |
Share premium |
Treasury shares |
Other reserves |
Retained earnings |
Total |
Non- controlling interests |
Total Equity |
|||||||||||||||||||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
|||||||||||||||||||||||||||||
| As of January 1, 2020 |
( |
) |
||||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Net profit for the year |
— | — | — | — | ( |
) | ||||||||||||||||||||||||||||||
| Other comprehensive income |
— | — | — | — | ||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Total comprehensive income for the year |
— |
— |
— |
( |
) |
|||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Transactions with owners |
||||||||||||||||||||||||||||||||||||
| C-round restructuring |
2 ,39 |
— | — | — | — | — | ||||||||||||||||||||||||||||||
| Issuance of ordinary shares upon initial public offering (“IPO”) and exercise of over-allotment option |
37 | — | — | — | — | |||||||||||||||||||||||||||||||
| Conversion of Class C ordinary shares and automatically convertible promissory notes to ordinary shares upon IPO |
37,39 | — | ( |
) | — | — | ||||||||||||||||||||||||||||||
| Contributions from non-controlling interests |
— | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Appropriations to general reserve |
— | — | — | ( |
) | — | — | — | ||||||||||||||||||||||||||||
| Share-based payment |
43 | — | — | — | — | |||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| As of December 31, 2020 |
( |
) |
||||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Note |
Attributable to owners of the Group |
|||||||||||||||||||||||||||||||||||
Share capital |
Share premium |
Treasury shares |
Other reserves |
Retained earnings |
Total |
Non- controlling interests |
Total Equity |
|||||||||||||||||||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
|||||||||||||||||||||||||||||
| As of January 1, 2021 |
( |
) |
||||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Net profit for the year |
— | — | — | — | ( |
) | ||||||||||||||||||||||||||||||
| Other comprehensive income |
— | — | — | — | ( |
) | ||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Total comprehensive income for the year |
— |
— |
— |
( |
) |
|||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Transactions with owners |
||||||||||||||||||||||||||||||||||||
| Repurchase of ordinary shares |
38 | — | — | ( |
) | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||||||
| Retirement of ordinary shares |
37,38 | ( |
) | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Issuance of ordinary shares for share-based payment |
37,38 | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Exercise of share-based payment |
37,39 | — | — | ( |
) | — | — | |||||||||||||||||||||||||||||
| Contributions from non-controlling interests |
— | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Acquisition of non-controlling interests of a subsidiary |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||||||||
| Appropriations to general reserve |
— | — | — | ( |
) | — | — | — | ||||||||||||||||||||||||||||
| Share-based payment |
43 | — | — | — | — | |||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| As of December 31, 2021 |
( |
) |
||||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Note |
Attributable to owners of the Group |
|||||||||||||||||||||||||||||||||||
Share capital |
Share premium |
Treasury shares |
Other reserves |
Retained earnings |
Total |
Non- controlling interests |
Total Equity |
|||||||||||||||||||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
|||||||||||||||||||||||||||||
| As of January 1, 2022 |
( |
) |
||||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Net profit for the year |
— | — | — | — | ||||||||||||||||||||||||||||||||
| Other comprehensive income |
— | — | — | ( |
) | — | ( |
) | ( |
) | ||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Total comprehensive income for the year |
— |
— |
— |
( |
) |
|||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Transactions with owners |
||||||||||||||||||||||||||||||||||||
| Repurchase of ordinary shares |
38 | — | — | ( |
) | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||||||
| Capital reduction from non-controlling interests |
— | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Exercise of share-based payment |
37,39 | — | — | ( |
) | — | — | |||||||||||||||||||||||||||||
| Redemption and extension of convertible promissory notes |
34 | — | — | ( |
) | — | — | |||||||||||||||||||||||||||||
| Contributions from non-controlling interests |
— | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Dividend declared |
37 | — | ( |
) | — | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||||||
| Appropriations to general reserve |
— | — | — | ( |
) | — | — | — | ||||||||||||||||||||||||||||
| Share-based payment |
43 | — | — | — | — | |||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| As of December 31, 2022 |
( |
) |
||||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Year ended December 31, |
||||||||||||||||
Note |
2020 |
2021 |
2022 |
|||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||||||
| Cash flows from operating activities |
||||||||||||||||
| Cash generated from operating activities |
42 | (a) | ||||||||||||||
| Income tax paid |
( |
) | ( |
) | ( |
) | ||||||||||
| |
|
|
|
|
|
|||||||||||
| Net cash generated from/(used in) operating activities |
||||||||||||||||
| |
|
|
|
|
|
|||||||||||
| Cash flows from investing activities |
||||||||||||||||
| Proceeds from sale of investment assets |
||||||||||||||||
| Proceeds from sale of property and equipment |
||||||||||||||||
| Interest received on investment assets |
||||||||||||||||
| Payment for acquisition of investment assets |
( |
) | ( |
) | ( |
) | ||||||||||
| Securities purchases under agreements to resell, net |
( |
) | ( |
) | ||||||||||||
| Payment for property and equipment and other long-term assets |
( |
) | ( |
) | ( |
) | ||||||||||
| Payment for acquisition of subsidiary, net of cash acquired |
( |
) | ||||||||||||||
| |
|
|
|
|
|
|||||||||||
| Net cash generated from/(used in) investing activities |
( |
) |
||||||||||||||
| |
|
|
|
|
|
|||||||||||
| Cash flows from financing activities |
||||||||||||||||
| Proceeds from issuance of shares and other equity securities |
||||||||||||||||
| |
|
|
|
|
|
|||||||||||
| Including: Proceeds from capital contribution from the non-controlling shareholder of subsidiaries |
||||||||||||||||
| |
|
|
|
|
|
|||||||||||
| Proceeds from exercise of share-based payment |
||||||||||||||||
| Proceeds from borrowings |
||||||||||||||||
| Repayment of borrowings |
( |
) | ( |
) | ( |
) | ||||||||||
| Redemption of convertible promissory note payable |
( |
) | ||||||||||||||
| Payment for lease liabilities |
( |
) | ( |
) | ( |
) | ||||||||||
| Payment for interest expenses |
( |
) | ( |
) | ( |
) | ||||||||||
| Payment for dividend declared |
( |
) | ||||||||||||||
| Payment for acquisition of non-controlling interests of subsidiary |
( |
) | ||||||||||||||
| Payment for repurchase of ordinary shares |
( |
) | ||||||||||||||
| |
|
|
|
|
|
|||||||||||
| Net cash generated from/(used in) financing activities |
( |
) |
( |
) | ||||||||||||
| |
|
|
|
|
|
|||||||||||
| Effect of exchange rate changes on cash and cash equivalents |
( |
) |
( |
) |
||||||||||||
| |
|
|
|
|
|
|||||||||||
| Net increase in cash and cash equivalents |
||||||||||||||||
| Add: Cash and cash equivalents at the beginning of the year |
||||||||||||||||
| |
|
|
|
|
|
|||||||||||
| Cash and cash equivalents at the end of the year |
42 | (c) | ||||||||||||||
| |
|
|
|
|
|
|||||||||||
1 |
General information |
2 |
History and organization of the Group |
2 |
History and organization of the Group (Continued) |
2 |
History and organization of the Group (Continued) |
| (a) | As of December 31, 2021, the Company had direct or indirect interests in the principal subsidiaries and the principal consolidated affiliated entities as below. |
| Company Name |
Country/place and date of incorporation |
Attributable equity interest/economic interest to the Group |
||||
| Controlled through direct equity holding: |
||||||
| |
% | |||||
| |
% | |||||
| |
% | |||||
| |
% | |||||
| |
% | |||||
| |
% | |||||
| |
% | |||||
| |
% | |||||
| |
% | |||||
| |
% | |||||
| |
% | |||||
| |
% | |||||
| |
% | |||||
| Controlled through Contractual Agreements |
||||||
| |
% | |||||
| |
% | |||||
| |
% | |||||
2 |
History and organization of the Group (Continued) |
| (b) | As of December 31, 2022, the Company had direct or indirect interests in the principal subsidiaries and the principal consolidated affiliated entities as below. |
| Company Name |
Country/place and date of incorporation |
Attributable equity interest/economic interest to the Group |
||||
| Controlled through direct equity holding: |
||||||
| |
% | |||||
| |
% | |||||
| |
% | |||||
| |
% | |||||
| |
% | |||||
| |
% | |||||
| |
% | |||||
| |
% | |||||
| |
% | |||||
| |
% | |||||
| |
% | |||||
| |
% | |||||
| |
% | |||||
| Controlled through Contractual Agreements: |
||||||
| |
% | |||||
| |
% | |||||
| |
% | |||||
2 |
History and organization of the Group (Continued) |
| (c) | The following table sets forth the major consolidated structured entities other than Consolidated Affiliated Entities of the Group as of December 31, 2022. |
Name |
Amount of investment by the Group |
Remaining paid-in capital of structured entities (i) |
||||||
RMB’000 |
RMB’000 |
|||||||
Trust A |
||||||||
Trust B |
||||||||
Trust C |
||||||||
Trust D |
||||||||
Trust E |
||||||||
Trust F |
||||||||
Trust G |
||||||||
Trust H |
||||||||
Trust I |
||||||||
Trust J |
||||||||
| (i) | The remaining paid-in capital is the amount not yet paid to the investors. |
| (d) | PRC laws and regulations prohibit or restrict foreign ownership of companies that conduct certain internet-based business, which include activities and services provided by the Group. The Group operates part of its business in the PRC through a series of contractual arrangements (collectively, “Contractual Arrangements”) entered into among wholly-owned subsidiaries of the Company (“WFOE”), Consolidated Affiliated Entities and the shareholders of Consolidated Affiliated Entities (“Onshore Shareholders”) that are authorized by the Group. The Contractual Arrangements include Exclusive Equity Interest Option Agreements, Exclusive Business Cooperation Arrangements, Exclusive Asset Option Agreements, Share Pledge Agreements and Voting Trust Agreements. |
Under the Contractual Arrangements, the Company has the power to control the management, financial and operating policies of the Consolidated Affiliated Entities, has exposure or rights to variable returns from its involvement with the Consolidated Affiliated Entities, and has ability to use its power over the Consolidated Affiliated Entities to affect the amount of the returns. As a result, all of these Consolidated Affiliated Entities are accounted for as consolidated structured entities of the Company and their financial statements have also been consolidated by the Company. The table below sets forth the principal Consolidated Affiliated Entities of the Group as of December 31, 2021 and 2022: |
Contract Date |
WFOE |
OPCO | ||
| March 23, 2015 | Weikun Technology | Xiongguo | ||
| March 23, 2015 | Weikun Technology | Shanghai Lufax Information Technology Co., Ltd | ||
| November 21, 2018 | Lufax (Shenzhen) Technology Service Co., Ltd | Shenzhen Lufax Holding Enterprise Management Co., Ltd |
2 |
History and organization of the Group (Continued) |
| • | Exclusive Equity Interest Option Agreement |
| • | Exclusive Business Cooperation Agreement |
| • | Exclusive Asset Option Agreement |
| • | Share Pledge Agreement |
| • | Voting trust Agreement |
2 |
History and organization of the Group (Continued) |
| (e) | Risks in relation to the Consolidated Affiliated Entities |
2 |
History and organization of the Group (Continued) |
| (e) | Risks in relation to the Consolidated Affiliated Entities (Continued) |
| • | revoke Consolidated Affiliated Entities’ business and operating licenses; |
| • | require Consolidated Affiliated Entities to discontinue or restrict its operations; |
| • | restrict Consolidated Affiliated Entities’ right to collect revenues; |
| • | block Consolidated Affiliated Entities’ websites; |
| • | require the Group to restructure the operations, re-apply for the necessary licenses or relocate its business, staff and assets; |
| • | impose additional conditions or requirements with the Group may not be able to comply; or |
| • | take other regulatory or enforcement actions against the Group that could be harmful to the Group’s business. |
| (f) | The following are major financial statements amounts and balances of the Group’s Consolidated Affiliated Entities and their consolidated subsidiaries as of December 31, 2021 and 2022 and for the three years ended December 31, 2022. |
As of December 31, |
||||||||
2021 |
2022 |
|||||||
RMB’000 |
RMB’000 |
|||||||
Assets arising from inter-company transactions |
||||||||
Amount due from Group companies |
||||||||
Total assets |
||||||||
Amount due to Group companies |
||||||||
Total liabilities |
||||||||
2 |
History and organization of the Group (Continued) |
| (f) | The following are major financial statements amounts and balances of the Group’s Consolidated Affiliated Entities and their consolidated subsidiaries as of December 31, 2021 and 2022 and for the three years ended December 31, 2022. |
Year ended December 31, |
||||||||||||
2020 |
2021 |
2022 |
||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||
Inter-company revenues |
( |
) | ||||||||||
Total income |
||||||||||||
Inter-company expenses |
||||||||||||
Total expense |
( |
) | ( |
) | ( |
) | ||||||
Net loss |
( |
) |
( |
) |
( |
) | ||||||
Inter-company cash flow |
( |
) | ( |
) | ||||||||
Reclassification (i) |
— | |||||||||||
Other operating activities |
( |
) | ( |
) | ||||||||
Net cash generated from/(used in) operating activities |
( |
) | ||||||||||
Inter-company cash flow |
( |
) | ||||||||||
Reclassification (i) |
— | ( |
) | ( |
) | |||||||
Payment for advances to consolidated entities |
( |
) | ( |
) | — | |||||||
Receipts of repayment of the advances from consolidated entities |
||||||||||||
Proceeds from sale of investment assets |
||||||||||||
Payment for acquisition of investment assets |
( |
) | ( |
) | ( |
) | ||||||
Other investing activities |
( |
) | ( |
) | ||||||||
Net cash generated from/(used in) investing activities |
( |
) |
||||||||||
Repayment for advances to consolidated entities |
( |
) | ( |
) | ( |
) | ||||||
Receipts of advances from consolidated entities |
||||||||||||
Proceeds from borrowings |
— | |||||||||||
Repayment of interest expenses and borrowings |
( |
) | ( |
) | ( |
) | ||||||
Other financing activities |
— | ( |
) | ( |
) | |||||||
Net cash generated from/(used in) financing activities |
( |
) |
( |
) | ||||||||
Effect of exchange rate changes on cash and cash equivalents |
( |
) | ( |
) | ||||||||
Net increase/(decrease) in cash |
( |
) | ||||||||||
Cash at the beginning of the year |
||||||||||||
Cash at the end of the year |
||||||||||||
2 |
History and organization of the Group (Continued) |
| (f) | The following are major financial statements amounts and balances of the Group’s Consolidated Affiliated Entities and their consolidated subsidiaries as of December 31, 2021 and 2022 and for the three years ended December 31, 2022. |
| (i) | This represents the reclassification of certain cash flows that were considered as investing activities in the financial statements of consolidated entities and consolidated affiliated entities’ subsidiaries and as operating activities in the consolidated financial statements of the Group. |
3 |
Summary of significant accounting policies |
3.1 |
Basis of preparation |
3 |
Summary of significant accounting policies (Continued) |
3.1 |
Basis of preparation (Continued) |
• |
Onerous Contracts – Cost of Fulfilling a Contract – Amendments to IAS 37 |
• |
Reference to the Conceptual Framework – Amendments to IFRS 3 |
• |
Property, Plant and Equipment: Proceeds before intended use – Amendments to IAS 16 |
• |
IFRS 9 Financial Instruments, IFRS 16 Leases, IAS 41 Agriculture – Annual Improvements to IFRS Standards 2018–2020 |
• |
Amendment to IFRS 16, ‘Leases’ – Covid-19 related rent concessions Extension of the practical expedient (effective 1 April 2021) |
• |
IFRIC Agenda decision – Lessor forgiveness of lease payments (IFRS 9 and IFRS 16) |
Effective for the annual periods beginning on or after | ||||
IFRS 17 |
Insurance contracts |
January 1, 2023 | ||
Amendments to IAS 1 and IFRS Practice Statement 2 |
Disclosure of Accounting Policies |
January 1, 2023 | ||
Amendments to IAS 8 |
Definition of Accounting Estimates |
January 1, 2023 | ||
Amendments to IAS 12 |
Deferred Tax related to Assets and Liabilities arising from a Single Transaction |
January 1, 2023 | ||
Amendment to IFRS 16 |
Leases on sale and leaseback |
January 1, 2024 | ||
Amendment to IAS 1 |
Non current liabilities with covenants |
January 1, 2024 | ||
Amendments to IAS 1 |
Classification of Liabilities as Current or Non-current |
January 1, 2024 | ||
Amendments to IFRS 10 and IAS 28 |
Sale or contribution of assets between an investor and its associate or joint venture |
To be determined. |
3 |
Summary of significant accounting policies (Continued) |
3.2 |
Principles of consolidation and equity accounting |
3.2.1 |
Subsidiaries |
3.2.2 |
Associates |
3 |
Summary of significant accounting policies (Continued) |
3.2 |
Principles of consolidation and equity accounting (Continued) |
3.2.2 |
Associates (Continued) |
3.3 |
Structured entities |
3 |
Summary of significant accounting policies (Continued) |
3.4 |
Business combination |
3 |
Summary of significant accounting policies (Continued) |
3.5 |
Segment reporting |
3.6 |
Foreign currency translation |
| (i) | Functional and presentation currency |
| (ii) | Transactions and balances |
3 |
Summary of significant accounting policies (Continued) |
3.6 |
Foreign currency translation (Continued) |
| (ii) | Transactions and balances (Continued) |
| (iii) | Group companies |
| • | assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet, |
| • | income and expenses for each statement of profit or loss and statement of comprehensive income are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions), and |
| • | all resulting exchange differences are recognized in other comprehensive income. |
3.7 |
Cash and cash equivalents |
3.8 |
Financial assets |
| (i) | Recognition |
3 |
Summary of significant accounting policies (Continued) |
3.8 |
Financial assets (Continued) |
| (ii) | Classification and Measurement |
| • | those to be measured at amortized cost (“AC”); |
| • | those to be measured at fair value through other comprehensive income (“FVOCI”); or |
| • | those to be measured at fair value through profit or loss (“FVPL”). |
| • | Amortized cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest, and that are not designated at FVPL are measured at amortized cost. Interest income from these financial assets is included in interest income using the effective interest rate method. Any gain or loss arising from derecognition or impairment is recognized directly in profit or loss. Such assets held by the Group mainly include cash at bank, accounts and other receivables, financial assets at amortized cost, financial assets purchased under reverse repurchase agreements, and loans to customers. Purchased or originated credit-impaired financial assets (“POCI”) are those financial assets that are credit- impaired on initial recognition whose interest income is calculated by applying the effective interest rate to the net carrying amount of the financial asset. |
| • | FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, and that are not designated as FVPL are measured at FVOCI. Movements in the carrying amount are taken through other comprehensive income, except for the recognition of impairment gains or losses, interest revenue and foreign exchange gains and losses which are recognized in profit or loss. When the financial asset is derecognized, the cumulative gain or loss on the instrument’s amortized cost previously recognized in other comprehensive income is reclassified from equity to profit or loss. Interest income from these financial assets is included in interest income using the effective interest rate method. |
| • | FVPL: Assets that do not meet the criteria for amortized cost or FVOCI are measured at FVPL. The gains or losses arising from fair value changes on the debt investments measured at FVPL are recognized in profit or loss. |
3 |
Summary of significant accounting policies (Continued) |
3.8 |
Financial assets (Continued) |
| (ii) | Classification and Measurement (Continued) |
| • | the amount of the loss allowance determined in accordance with Note 3.8(iii) and |
| • | the amount initially recognised less, when appropriate, the cumulative amount of income recognised in accordance with the principles of IFRS 15. |
| (iii) | Impairment |
| • | Choosing appropriate models and assumptions for the measurement of ECL including exposure at default (“EAD”), probability of default (“PD”), loss given default (“LGD”), etc. |
| • | Determining criteria for significant increase in credit risk; |
| • | Establishing the number and relative weightings of forward-looking scenarios for the associated ECL. |
3 |
Summary of significant accounting policies (Continued) |
3.8 |
Financial assets (Continued) |
| (iii) | Impairment (Continued) |
3 |
Summary of significant accounting policies (Continued) |
3.8 |
Financial assets (Continued) |
| (iv) | Derecognition |
| • | the contractual rights to receive the cash flows from the financial assets have expired; |
| • | they have been transferred and the Group transfers substantially all the risks and rewards of ownership; |
| • | they have been transferred and the Group neither transfers nor retains substantially all the risks and rewards of ownership and the Group has not retained control. |
3 |
Summary of significant accounting policies (Continued) |
3.9 |
Financial liabilities |
| (i) | Financial liabilities at fair value through profit or loss |
| • | are incurred principally for the purpose of repurchasing it in the near term; |
| • | on initial recognition are part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual pattern of short-term profit-taking; or |
| • | are derivatives (except for a derivative that is a designated and effective hedging instrument or a financing guarantee contract). |
| • | it eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise from measuring assets or liabilities or recognizing the gains and losses on them on different bases; or |
| • | a group of financial liabilities or financial assets and financial liabilities is managed and its performance is evaluated on a fair value basis, in accordance with a documented risk management or investment strategy, and information about the group is provided internally on that basis to the entity’s key management personnel; or |
| • | a contract contains one or more embedded derivatives, with the host being not an asset within the scope of IFRS 9, and the embedded derivative(s) do(es) significantly modify the cash flows. |
3 |
Summary of significant accounting policies (Continued) |
3.9 |
Financial liabilities (Continued) |
(i) |
Financial liabilities at fair value through profit or loss (Continued) |
3.10 |
Determination of fair value |
3.11 |
Offsetting financial instruments |
3 |
Summary of significant accounting policies (Continued) |
3.12 |
Intangible assets |
| (i) | Trademarks and licenses |
| (ii) | Computer software |
| • | it is technically feasible to complete the software so that it will be available for use; |
| • | management intends to complete the software and use or sell it; |
| • | there is an ability to use or sell the software; |
| • | it can be demonstrated how the software will generate probable future economic benefits; |
| • | adequate technical, financial and other resources to complete the development and to use or sell the software are available; and |
| • | the expenditure attributable to the software during its development can be reliably measured. |
| (iii) | Amortization methods and periods |
Expected useful life | ||
| • Trademarks and licenses |
||
| • Computer software |
3 |
Summary of significant accounting policies (Continued) |
3.13 |
Goodwill |
3.14 |
Property and equipment |
3 |
Summary of significant accounting policies (Continued) |
3.14 |
Property and equipment (Continued) |
Category |
Expected useful life |
Estimated residual value rate |
Annual depreciation rate |
|||||||||
Buildings |
% |
|||||||||||
Office furniture and equipment |
||||||||||||
Computer and electronic equipment |
- |
|||||||||||
Motor vehicles |
- |
|||||||||||
Leasehold improvements |
|
useful life or the lease term |
|
|||||||||
3.15 |
Impairment of non-financial assets |
3 |
Summary of significant accounting policies (Continued) |
3.15 |
Impairment of non-financial assets (Continued) |
3.16 |
Current and deferred income tax |
| (a) | when the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and |
| (b) | in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in jointly controlled entities, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. |
3 |
Summary of significant accounting policies (Continued) |
3.16 |
Current and deferred income tax (Continued) |
| (a) | when the deferred tax asset relating to the deductible temporary differences arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and |
| (b) | in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in jointly controlled entities, deferred tax assets are only recognized to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized. |
3 |
Summary of significant accounting policies (Continued) |
3.17 |
Borrowings |
3.18 |
Share capital, share premium and treasury shares |
3.19 |
Accounts and other payables |
3 |
Summary of significant accounting policies (Continued) |
3.20 |
Compound financial instruments |
3.21 |
Employee benefits |
| (a) | Pension obligations |
| (b) | Housing benefits |
| (c) | Medical benefits |
3 |
Summary of significant accounting policies (Continued) |
3.22 |
Share-based payment |
3.23 |
Revenue recognition |
| • | provides all of the benefit received and consumed simultaneously by the customer; |
| • | creates and enhances an asset that the customer controls as the Group performs; and |
| • | does not create an asset with an alternative use to the Group and the Group has an enforceable right to payment for performance completed to date. |
| • | direct measurements of the value transferred by the Group to the customer; or |
| • | the Group’s efforts or inputs to the satisfaction of the performance obligation. |
3 |
Summary of significant accounting policies (Continued) |
3.23 |
Revenue recognition (Continued) |
3.23.1 |
Technology platform-based income and guarantee income |
3 |
Summary of significant accounting policies (Continued) |
3.23 |
Revenue recognition (Continued) |
3.23.1 |
Technology platform-based income and guarantee income (Continued) |
3 |
Summary of significant accounting policies (Continued) |
3.23 |
Revenue recognition (Continued) |
3.23.2 |
Interest income |
3.23.3 |
Other income |
3.24 |
Leases |
| • | fixed payments (including in-substance fixed payments), less any lease incentives receivable, |
| • | variable lease payments that are based on an index or a rate, |
| • | amounts expected to be payable by the lessee under residual value guarantees, |
| • | the exercise price of a purchase option if the lessee is reasonably certain to exercise that option, and |
| • | payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option. |
3 |
Summary of significant accounting policies (Continued) |
3.24 |
Leases (Continued) |
| • | the amount of the initial measured of lease liability, |
| • | any lease payments made at or before the commencement date less any lease incentives received, |
| • | any initial direct costs, and |
| • | restoration costs. |
3.25 |
Provisions |
3.26 |
Government grants |
3.27 |
Dividends |
4 |
Financial instruments and risks |
4.1 |
Financial risk factors |
4.1.1 |
Market risk |
| (a) | Foreign currency risk |
As of December 31, |
||||||||
2021 |
2022 |
|||||||
RMB’000 |
RMB’000 |
|||||||
5% appreciation of RMB |
( |
) | ||||||
5% depreciation of RMB |
( |
) | ||||||
4 |
Financial instruments and risks (Continued) |
4.1 |
Financial risk factors (Continued) |
4.1.1 |
Market risk (Continued) |
| (b) | Interest rate risk |
As of December 31, 2021 |
||||||||||||||||||||||||||||||||
Less than 3 months |
3 months to 1 year |
1-2 years |
2-3 years |
More than 3 years |
Overdue |
No interest |
Total |
|||||||||||||||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
|||||||||||||||||||||||||
ASSETS |
||||||||||||||||||||||||||||||||
Cash at bank |
— | — | ||||||||||||||||||||||||||||||
Restricted cash |
— | — | ||||||||||||||||||||||||||||||
Financial assets at fair value through profit or loss |
— | |||||||||||||||||||||||||||||||
Financial assets at amortized cost |
— | — | ||||||||||||||||||||||||||||||
Financial assets purchased under reverse repurchase agreements |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Accounts and other receivables and contract assets |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Loans to customers |
— | |||||||||||||||||||||||||||||||
Total financial assets |
||||||||||||||||||||||||||||||||
4 |
Financial instruments and risks (Continued) |
4.1 |
Financial risk factors (Continued) |
4.1.1 |
Market risk (Continued) |
(b) |
Interest rate risk (Continued) |
As of December 31, 2021 |
||||||||||||||||||||||||||||||||
Less than 3 months |
3 months to 1 year |
1-2 years |
2-3 years |
More than 3 years |
Overdue |
No interest |
Total |
|||||||||||||||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
|||||||||||||||||||||||||
| LIABILITIES |
||||||||||||||||||||||||||||||||
| Payable to platform investors |
— | — | — | — | — | — | ||||||||||||||||||||||||||
| Borrowings |
— | — | — | — | — | |||||||||||||||||||||||||||
| Accounts and other payables and contract liabilities |
— | — | — | — | — | — | ||||||||||||||||||||||||||
| Payable to investors of consolidated structured entities |
— | — | — | |||||||||||||||||||||||||||||
| Financing guarantee liabilities |
— | — | — | — | — | — | ||||||||||||||||||||||||||
| Lease liabilities |
— | — | ||||||||||||||||||||||||||||||
| Convertible promissory note payable |
— | — | — | — | — | — | ||||||||||||||||||||||||||
| Optionally convertible promissory notes |
— | — | — | — | — | — | ||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total financial liabilities |
— | |||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Nominal amount of interest rate swap |
( |
) | — | — | — | — | — | — | ||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total interest rate sensitivity gap |
( |
) | ( |
) | ||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
4 |
Financial instruments and risks (Continued) |
4.1 |
Financial risk factors (Continued) |
4.1.1 |
Market risk (Continued) |
(b) |
Interest rate risk (Continued) |
As of December 31, 2022 |
||||||||||||||||||||||||||||||||
Less than 3 months |
3 months to 1 year |
1-2 years |
2-3 years |
More than 3 years |
Overdue |
No interest |
Total |
|||||||||||||||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
|||||||||||||||||||||||||
| ASSETS |
||||||||||||||||||||||||||||||||
| Cash at bank |
— | — | ||||||||||||||||||||||||||||||
| Restricted cash |
— | — | ||||||||||||||||||||||||||||||
| Financial assets at fair value through profit or loss |
— | |||||||||||||||||||||||||||||||
| Financial assets at amortized cost |
— | — | ||||||||||||||||||||||||||||||
| Accounts and other receivables and contract assets |
— | — | — | — | — | — | ||||||||||||||||||||||||||
| Loans to customers |
— | |||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total financial assets |
||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
4 |
Financial instruments and risks (Continued) |
4.1 |
Financial risk factors (Continued) |
4.1.1 |
Market risk (Continued) |
| (b) | Interest rate risk (Continued) |
As of December 31, 2022 |
||||||||||||||||||||||||||||||||
Less than 3 months |
3 months to 1 year |
1-2 years |
2-3 years |
More than 3 years |
Overdue |
No interest |
Total |
|||||||||||||||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
|||||||||||||||||||||||||
| LIABILITIES |
||||||||||||||||||||||||||||||||
| Payable to platform investors |
— | — | — | — | — | — | ||||||||||||||||||||||||||
| Borrowings |
— | — | — | — | — | |||||||||||||||||||||||||||
| Bond payable |
— | — | — | — | — | — | ||||||||||||||||||||||||||
| Accounts and other payables and contract liabilities |
— | — | — | — | — | |||||||||||||||||||||||||||
| Payable to investors of consolidated structured entities |
— | — | ||||||||||||||||||||||||||||||
| Financing guarantee liabilities |
— | — | — | — | — | — | ||||||||||||||||||||||||||
| Lease liabilities |
— | — | ||||||||||||||||||||||||||||||
| Convertible promissory note payable |
— | — | — | — | — | |||||||||||||||||||||||||||
| Optionally convertible promissory notes |
— | — | — | — | — | |||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total financial liabilities |
— |
|||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Nominal amount of interest rate swap |
( |
) | — | — | — | — | — | |||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total interest rate sensitivity gap |
( |
) |
||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
4 |
Financial instruments and risks (Continued) |
4.1 |
Financial risk factors (Continued) |
4.1.1 |
Market risk (Continued) |
| (b) | Interest rate risk (Continued) |
As of December 31, |
||||||||
2021 |
2022 |
|||||||
RMB’000 |
RMB’000 |
|||||||
| Change in interest rate |
||||||||
| -100 basis points |
( |
) | ( |
) | ||||
| +100 basis points |
||||||||
| • | The fluctuation rates of different interest-bearing assets and liabilities are the same; |
| • | All assets and liabilities are re-priced in the middle of relevant periods; |
| • | Analysis is based on static gap on reporting date, regardless of subsequent changes; |
| • | No consideration of impact on customers’ behavior resulting from interest rate changes; |
| • | No consideration of impact on market price resulting from interest rate changes; |
| • | No consideration of actions taken by the Group. |
4.1.2 |
Credit risk |
4 |
Financial instruments and risks (Continued) |
4.1 |
Financial risk factors (Continued) |
4.1.2 |
Credit risk (Continued) |
As of December 31, |
||||||||
2021 |
2022 |
|||||||
RMB’000 |
RMB’000 |
|||||||
| On-balance sheet |
||||||||
| Cash at bank |
||||||||
| Restricted cash |
||||||||
| Financial assets at fair value through profit or loss |
||||||||
| Financial assets at amortized cost |
||||||||
| Financial assets purchased under reverse repurchase agreements |
||||||||
| Accounts and other receivables and contract assets |
||||||||
| Loans to customers |
||||||||
| |
|
|
|
|||||
| |
|
|
|
|||||
| Off-balance sheet |
||||||||
| Financing guarantee contracts |
||||||||
| |
|
|
|
|||||
4 |
Financial instruments and risks (Continued) |
4.1 |
Financial risk factors (Continued) |
4.1.2 |
Credit risk (Continued) |
4 |
Financial instruments and risks (Continued) |
4.1 |
Financial risk factors (Continued) |
4.1.2 |
Credit risk (Continued) |
| • | A financial instrument that is not credit-impaired on initial recognition is classified in ‘Stage 1’ and has its credit risk continuously monitored by the Group. |
| • | If a significant increase in credit risk (‘SICR’) since initial recognition is identified, the financial instrument is moved to ‘Stage 2’ but is not yet deemed to be credit-impaired. |
| • | If the financial instrument is credit-impaired, the financial instrument is then moved to ‘Stage 3’. |
| • | A pervasive concept in measuring ECL in accordance with IFRS 9 is that it should consider forward- looking information. |
Stage 1 |
Stage 2 |
Stage 3 | ||
| (Initial recognition) | (Significant increase in credit risk since initial recognition) |
(Credit-impaired assets) | ||
12-month ECL |
Lifetime ECL | Lifetime ECL |
| (a) | Significant increase in credit risk (SICR) |
4 |
Financial instruments and risks (Continued) |
4.1 |
Financial risk factors (Continued) |
4.1.2 |
Credit risk (Continued) |
| (a) | Significant increase in credit risk (SICR) (Continued) |
| (b) | Definition of default and credit-impaired assets |
| (c) | Measuring ECL – Explanation of inputs, assumptions and estimation techniques |
| • | PD represents the likelihood of a borrower defaulting on its financial obligation (as mentioned in “Definition of default and credit-impaired assets” above), either over the next 12 months (“12M PD”), or over the remaining lifetime (“Lifetime PD”) of the obligation. |
| • | LGD represents the Group’s expectation of the extent of loss on a defaulted exposure. LGD varies by type and availability of collateral or other credit support. LGD is expressed as a percentage loss per unit of exposure at the time of default. |
| • | EAD is based on the amounts the Group expects to be owed at the time of default, over the next 12 months (“12M EAD”) or over the remaining lifetime (“Lifetime EAD”). For example, for a revolving commitment, the Group includes the current drawn balance plus any further amount that is expected to be drawn up to the current contractual limit by the time of default, should it occur. |
4 |
Financial instruments and risks (Continued) |
4.1 |
Financial risk factors (Continued) |
4.1.2 |
Credit risk (Continued) |
| (c) | Measuring ECL – Explanation of inputs, assumptions and estimation techniques (Continued) |
| (d) | Forward-looking information incorporated in the ECL models |
4 |
Financial instruments and risks (Continued) |
4.1 |
Financial risk factors (Continued) |
4.1.2 |
Credit risk (Continued) |
| (d) | Forward-looking information incorporated in the ECL models (Continued) |
As of December 31, |
||||||
2021 |
2022 |
|||||
GDP – year on year percentage change |
||||||
CPI – year on year percentage change |
||||||
Broad measure of money supply (M1) – year on year percentage change |
||||||
4 |
Financial instruments and risks (Continued) |
4.1 |
Financial risk factors (Continued) |
4.1.2 |
Credit risk (Continued) |
| (d) | Forward-looking information incorporated in the ECL models (Continued) |
As of December 31, |
||||||||
2021 |
2022 |
|||||||
RMB’000 |
RMB’000 |
|||||||
| Total ECL and financing guarantee liabilities under assumption of reclassification of financial instruments from stage 2 to stage 1 |
||||||||
| Total ECL and financing guarantee liabilities related to ECL recognized in the consolidated balance sheet |
||||||||
| |
|
|
|
|||||
| Difference-amount |
( |
) | ( |
) | ||||
| Difference-ratio |
- |
% | - |
% | ||||
| |
|
|
|
|||||
4 |
Financial instruments and risks (Continued) |
4.1 |
Financial risk factors (Continued) |
4.1.2 |
Credit risk (Continued) |
As of December 31, 2021 |
||||||||||||||||||||
Stage I |
Stage II |
Stage III |
POCI |
Maximum Credit Risk Exposure |
||||||||||||||||
(in RMB’000) | ||||||||||||||||||||
| Book value | ||||||||||||||||||||
| On-balance sheet |
||||||||||||||||||||
| Financial assets at amortized cost |
— | |||||||||||||||||||
| Loans to customers |
— | |||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Total |
||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Off-balance sheet |
||||||||||||||||||||
| Financing guarantee contracts |
— | — | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
As of December 31, 2022 |
||||||||||||||||||||
Stage I |
Stage II |
Stage III |
POCI |
Maximum Credit Risk Exposure |
||||||||||||||||
(in RMB’000) | ||||||||||||||||||||
| Book value | ||||||||||||||||||||
| On-balance sheet |
||||||||||||||||||||
| Financial assets at amortized cost |
— | |||||||||||||||||||
| Loans to customers |
— | |||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Total |
||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Off-balance sheet |
||||||||||||||||||||
| Financing guarantee contracts |
— | — | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
4 |
Financial instruments and risks (Continued) |
4.1 |
Financial risk factors (Continued) |
4.1.3 |
Liquidity risk |
4 |
Financial instruments and risks (Continued) |
4.1 |
Financial risk factors (Continued) |
4.1.3 |
Liquidity risk (Continued) |
As of December 31, 2021 |
||||||||||||||||||||||||
Repayable on demand or undated |
Within 1 year |
1 to 2 years |
2 to 3 years |
Over 3 years |
Total |
|||||||||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
|||||||||||||||||||
| Financial liabilities - |
||||||||||||||||||||||||
| Payable to platform investors |
— | — | — | — | ||||||||||||||||||||
| Borrowings |
— | — | — | |||||||||||||||||||||
| Accounts and other payables and contract liabilities |
— | — | — | — | ||||||||||||||||||||
| Payable to investors of consolidated structured entities |
— | |||||||||||||||||||||||
| Financing guarantee liabilities |
— | — | — | — | ||||||||||||||||||||
| Lease liabilities |
— | |||||||||||||||||||||||
| Convertible promissory note payable |
— | — | — | |||||||||||||||||||||
| Optionally convertible promissory notes |
— | — | — | |||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
As of December 31, 2022 |
||||||||||||||||||||||||
Repayable on demand or undated |
Within 1 year |
1 to 2 years |
2 to 3 years |
Over 3 years |
Total |
|||||||||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
|||||||||||||||||||
| Financial liabilities - |
||||||||||||||||||||||||
| Payable to platform investors |
— | — | — | — | ||||||||||||||||||||
| Borrowings |
— | — | — | |||||||||||||||||||||
| Bond payable |
— | — | — | — | ||||||||||||||||||||
| Accounts and other payables and contract liabilities |
— | — | — | |||||||||||||||||||||
| Payable to investors of consolidated structured entities |
||||||||||||||||||||||||
| Financing guarantee liabilities |
— | — | — | — | ||||||||||||||||||||
| Lease liabilities |
— | |||||||||||||||||||||||
| Convertible promissory note payable |
— | |||||||||||||||||||||||
| Optionally convertible promissory notes |
— | — | — | |||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
4 |
Financial instruments and risks (Continued) |
4.2 |
Capital management |
| • | To comply with the capital requirements set by the regulators of the markets where the Group operates. |
| • | To safeguard the Group’s ability to continue as a going concern and to maintain healthy capital ratios in order to support its business and to maximize shareholders’ value. |
| • | To maintain a strong capital base to support the development of its business. |
4.3 |
Group’s maximum exposure to structured entities |
4 |
Financial instruments and risks (Continued) |
4.3 |
Group’s maximum exposure to structured entities (Continued) |
As of December 31, 2021 |
||||||||||||||||
(In RMB’000) |
Size |
Carrying amount of investment in structured entities |
Group’s maximum exposure |
Interest held by Group |
||||||||||||
| Unconsolidated structured products managed by third parties (a) |
NA | Investment income | ||||||||||||||
| Unconsolidated structured products managed by affiliated entities (a) |
NA | Investment income | ||||||||||||||
| Unconsolidated structured products serviced by the Group. |
— | Service fees | ||||||||||||||
As of December 31, 2022 |
||||||||||||||||
(In RMB’000) |
Size |
Carrying amount of investment in structured entities |
Group’s maximum exposure |
Interest held by Group |
||||||||||||
| Unconsolidated structured products managed by third parties (a) |
NA | Investment income | ||||||||||||||
| Unconsolidated structured products managed by affiliated entities (a) |
NA | Investment income | ||||||||||||||
| Unconsolidated structured products serviced by the Group. |
— | Service fee | ||||||||||||||
| (a) | The information in relation to the size of these unconsolidated structured products is not available from open market. |
4.4 |
Fair value estimation |
4 |
Financial instruments and risks (Continued) |
4.4 |
Fair value estimation (Continued) |
4 |
Financial instruments and risks (Continued) |
4.4 |
Fair value estimation (Continued) |
| As of December 31, 2021 |
Level 1 |
Level 2 |
Level 3 |
Total |
||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
|||||||||||||
| Unlisted Securities |
||||||||||||||||
| Asset management plans |
— | |||||||||||||||
| Trust plans |
— | |||||||||||||||
| Private fund and other equity investments |
— | — | ||||||||||||||
| Mutual funds |
— | — | ||||||||||||||
| Corporate bonds |
— | |||||||||||||||
| Bank wealth management products |
— | — | ||||||||||||||
| Structured deposits |
— | — | ||||||||||||||
| Others debt investments |
— | — | ||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Listed Securities |
||||||||||||||||
| Stock |
— | — | ||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Derivative instruments |
||||||||||||||||
| Interest rate swap |
— | — | ||||||||||||||
| Foreign currency swap |
— | ( |
) | — | ( |
) | ||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| As of December 31, 2022 |
Level 1 |
Level 2 |
Level 3 |
Total |
||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
|||||||||||||
| Unlisted Securities |
||||||||||||||||
| Asset management plans |
— | |||||||||||||||
| Trust plans |
— | |||||||||||||||
| Private fund and other equity investments |
— | |||||||||||||||
| Mutual funds |
— | — | ||||||||||||||
| Corporate bonds |
— | |||||||||||||||
| Bank wealth management products |
— | — | ||||||||||||||
| Structured deposits |
— | — | ||||||||||||||
| Others debt investments |
— | — | ||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Derivative instruments |
||||||||||||||||
| Interest rate swap |
— | — | ||||||||||||||
| Foreign currency swap |
— | — | ||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
4 |
Financial instruments and risks (Continued) |
4.4 |
Fair value estimation (Continued) |
Year ended December 31, |
||||||||||||
2020 |
2021 |
2022 |
||||||||||
Financial assets at fair value through profit or loss |
||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||
| As of beginning of the year |
||||||||||||
| Additions |
||||||||||||
| Disposal |
( |
) | ( |
) | ( |
) | ||||||
| Transfer into level 3 |
||||||||||||
| Transfer out of level 3 |
— | ( |
) | |||||||||
| Gains or losses recognized in profit or loss |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
| As of end of the year |
||||||||||||
| |
|
|
|
|
|
|||||||
As of December 31, |
||||||||||||
2020 |
2021 |
2022 |
||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||
| Expected changes in profit/(loss) before income tax |
||||||||||||
| + |
( |
) | ( |
) | ( |
) | ||||||
| - |
||||||||||||
5 |
Critical accounting estimates and judgments |
5.1 |
Goodwill impairment assessment |
5.2 |
Recognition of loan enablement service fees and post-origination service fees |
5.3 |
Income taxes |
5 |
Critical accounting estimates and judgments (Continued) |
5.4 |
Classification of financial instruments |
5.5 |
Fair value of financial instruments determined using valuation techniques |
5 |
Critical accounting estimates and judgments (Continued) |
5.6 |
Measurement of the expected credit losses |
| • | Determining criteria for significant increase in credit risk; |
| • | Choosing appropriate models and assumptions for the measurement of ECL; |
| • | Establishing the number and relative weightings of forward-looking scenarios for each type of product/market and the associated ECL; and |
| • | Establishing groups of similar financial assets for the purposes of measuring ECL. |
5.7 |
Determination of control over the structured entities |
6 |
Technology platform-based income |
Year ended December 31, |
||||||||||||
2020 |
2021 |
2022 |
||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||
| Technology platform–based income |
||||||||||||
| Retail credit and enablement service fees |
||||||||||||
| Other technology platform–based income |
||||||||||||
| |
|
|
|
|
|
|||||||
| |
|
|
|
|
|
|||||||
Year ended December 31, |
||||||||||||||||
2020 |
2021 |
2022 |
||||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||||||
| Retail credit and enablement service fees |
||||||||||||||||
| Loan enablement service fees |
At a point in time | |||||||||||||||
| Post-origination service fees |
Over time | |||||||||||||||
| Referral income from platform service |
At a point in time | |||||||||||||||
| |
|
|
|
|
|
|||||||||||
| |
|
|
|
|
|
|||||||||||
| (a) | The table below sets forth the remaining performance obligations of long-term contracts: |
As of December 31, |
||||||||
2021 |
2022 |
|||||||
RMB’000 |
RMB’000 |
|||||||
| Aggregate amount of the transaction price allocated to long-term contracts that are partially or fully unsatisfied at the end of the year |
||||||||
| Expected to be recognized within one year |
||||||||
| Expected to be recognized in one to two years |
||||||||
| Expected to be recognized over two years |
||||||||
| |
|
|
|
|||||
| |
|
|
|
|||||
7 |
Net interest income |
Year ended December 31, |
||||||||||||
2020 |
2021 |
2022 |
||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||
| Loans originated by consolidated trust plans |
||||||||||||
| Interest income |
||||||||||||
| Interest expense |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
| Net interest income from loans originated by consolidated trust plans |
||||||||||||
| |
|
|
|
|
|
|||||||
| Loans originated by consumer finance company and microloan lending companies |
||||||||||||
| Interest income |
||||||||||||
| Interest expense |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
| Net interest income from loans originated by microloan lending companies and consumer finance company |
||||||||||||
| |
|
|
|
|
|
|||||||
| Total net interest income |
||||||||||||
| |
|
|
|
|
|
|||||||
8 |
Other income |
Year ended December 31, |
||||||||||||
2020 |
2021 |
2022 |
||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||
| Account management service fees |
||||||||||||
| Penalty fee income |
||||||||||||
| Others |
||||||||||||
| |
|
|
|
|
|
|||||||
| |
|
|
|
|
|
|||||||
9 |
Investment income |
Year ended December 31, |
||||||||||||
2020 |
2021 |
2022 |
||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||
| Interest income |
||||||||||||
| Financial assets at amortized cost |
||||||||||||
| Financial assets purchased under reverse repurchase agreements |
||||||||||||
| |
|
|
|
|
|
|||||||
| |
|
|
|
|
|
|||||||
| Realized gains |
||||||||||||
| Financial assets at fair value through profit or loss |
||||||||||||
| Financial assets at amortized cost |
— | — | ||||||||||
| |
|
|
|
|
|
|||||||
| |
|
|
|
|
|
|||||||
| Net change in unrealized gains/(losses) |
||||||||||||
| Financial assets at fair value through profit or loss (Note 17) |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
| |
|
|
|
|
|
|||||||
10 |
Expense by nature |
Year ended December 31, |
||||||||||||
2020 |
2021 |
2022 |
||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||
| Employee benefit expenses (Note 10.1) |
||||||||||||
| Loan origination and servicing expenses |
||||||||||||
| Promotion and advertising expenses |
||||||||||||
| Outsourcing service expenses |
||||||||||||
| Payment processing expenses |
||||||||||||
| Trust management fee |
||||||||||||
| Depreciation of right-of-use |
||||||||||||
| Taxes and surcharges |
||||||||||||
| Business entertainment expenses |
||||||||||||
| Depreciation of property and equipment (Note 23) |
||||||||||||
| Audit fees |
||||||||||||
| Amortization of intangible assets (Note 24) |
||||||||||||
| Listing expenses |
||||||||||||
| Others |
||||||||||||
| |
|
|
|
|
|
|||||||
| Total sales and marketing expenses, general and administrative expenses, operation and servicing expenses, technology and analytics expenses |
||||||||||||
| |
|
|
|
|
|
|||||||
Year ended December 31, |
||||||||||||
2020 |
2021 |
2022 |
||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||
| Sales and marketing expense |
||||||||||||
| Borrower acquisition expenses |
||||||||||||
| General sales and marketing expenses |
||||||||||||
| Investor acquisition and retention expenses |
||||||||||||
| Referral expenses from platform service |
||||||||||||
| |
|
|
|
|
|
|||||||
| |
|
|
|
|
|
|||||||
10 |
Expense by nature (Continued) |
10.1 |
Employee benefit expenses |
| (a) | Employee benefit expenses are as follows: |
Year ended December 31, |
||||||||||||
2020 |
2021 |
2022 |
||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||
| Wages, salaries and bonuses |
||||||||||||
| Other social security costs, housing benefits and other employee benefits |
||||||||||||
| Pension costs – defined contribution plans |
||||||||||||
| Share-based payment (Note 43) |
||||||||||||
| |
|
|
|
|
|
|||||||
| |
|
|
|
|
|
|||||||
| (b) | Five highest paid individuals |
Year ended December 31, |
||||||||||||
2020 |
2021 |
2022 |
||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||
| Wages, salaries and bonuses |
||||||||||||
| Other social security costs, housing benefits and other employee benefits |
||||||||||||
| Pension costs – defined contribution plans |
||||||||||||
| |
|
|
|
|
|
|||||||
| |
|
|
|
|
|
|||||||
10 |
Expense by nature (Continued) |
10.1 |
Employee benefit expenses (Continued) |
| (b) | Five highest paid individuals (Continued) |
Year ended December 31, |
||||||||||||
2020 |
2021 |
2022 |
||||||||||
| Emolument bands (in RMB’000) |
||||||||||||
| 1,000 – 5,000 |
||||||||||||
| 5,001 – 10,000 |
||||||||||||
| |
|
|
|
|
|
|||||||
| |
|
|
|
|
|
|||||||
11 |
Credit impairment losses |
Year ended December 31, |
||||||||||||
2020 |
2021 |
2022 |
||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||
| Financing guarantee contracts |
||||||||||||
| Loans to customers |
||||||||||||
| Accounts and other receivables and contract assets |
||||||||||||
| Financial assets at amortized cost |
||||||||||||
| Others |
( |
) | ||||||||||
| |
|
|
|
|
|
|||||||
| |
|
|
|
|
|
|||||||
12 |
Finance costs |
Year ended December 31, |
||||||||||||
2020 |
2021 |
2022 |
||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||
| Interest expenses on convertible promissory note |
||||||||||||
| Interest expenses on borrowings |
||||||||||||
| Interest expenses on Convertible Notes |
||||||||||||
| One-time expenses related to early redemption and extension of convertible promissory note (Note 34(a)) |
||||||||||||
| Interest expense s on lease liabilities |
||||||||||||
| Interest expenses on unpaid consideration of convertible promissory note (Note 34(a)) |
||||||||||||
| Interest expenses on consolidated wealth management products |
||||||||||||
| One-time expenses related to C-round restructuring |
||||||||||||
| Interest expenses on convertible redeemable preferred shares |
||||||||||||
| Bank interest income |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
| |
|
|
|
|
|
|||||||
13 |
Other gains/(losses) – net |
Year ended December 31, |
||||||||||||
2020 |
2021 |
2022 |
||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||
| Government grants |
||||||||||||
| Input VAT super-deduction |
||||||||||||
| ADS transferring income |
||||||||||||
| Foreign exchange gains/(losses) |
( |
) | ||||||||||
| Others |
( |
) | ( |
) | ||||||||
| |
|
|
|
|
|
|||||||
| |
|
|
|
|
|
|||||||
14 |
Income tax expenses |
Year ended December 31, |
||||||||||||
2020 |
2021 |
2022 |
||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||
| Current income tax |
||||||||||||
| Deferred income tax |
( |
) | ( |
) | ||||||||
| |
|
|
|
|
|
|||||||
| |
|
|
|
|
|
|||||||
14 |
Income tax expenses (Continued) |
Year ended December 31, |
||||||||||||
2020 |
2021 |
2022 |
||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||
| Profit before income tax expenses |
||||||||||||
| Income tax calculated at the PRC statutory tax rate of 25%. |
||||||||||||
| Tax effect of: |
||||||||||||
| Differential income tax rates applicable to subsidiaries (a)(b)(c)(d) |
||||||||||||
| Deductible temporary differences and tax losses for which no deferred tax asset was recognized (g) |
||||||||||||
| Expenses and losses not deductible for tax purposes (h) |
||||||||||||
| Reversal of deferred tax assets recognized in prior years |
||||||||||||
| Income not subject to tax |
( |
) | ( |
) | ( |
) | ||||||
| Effect of tax rate changes on deferred income taxes |
( |
) | ( |
) | ||||||||
| Research and development tax credit |
( |
) | ( |
) | ( |
) | ||||||
| Utilisation of previously unrecognized deferred tax assets |
( |
) | ( |
) | ( |
) | ||||||
| Others (i) |
( |
) | ||||||||||
| |
|
|
|
|
|
|||||||
| Income tax expense |
||||||||||||
| |
|
|
|
|
|
|||||||
14 |
Income tax expenses (Continued) |
| (a) | Cayman Islands and BVI Income Tax |
| (b) | Hong Kong Income Tax |
| (c) | Singapore Income Tax |
| (d) | Indonesia Income Tax |
14 |
Income tax expenses (Continued) |
| (e) | PRC Corporate Income Tax (“CIT”) |
| (f) | PRC Withholding Tax |
| (g) |
| (h) | covid-19 and soft economic environment. |
| (i) | For the years ended December 31, 2020, 2021 and 2022, others mainly included PRC withholding income tax and the adjustments for current tax of prior periods during annual tax filing. In 2021, an application of a pre-tax deduction on a prior expense was confirmed by Tax Bureau during the annual tax filing, which caused an adjustment for current tax of prior periods. |
15 |
Earnings per share |
| (a) | Basic earnings per share is calculated by dividing the profit attributable to owners of the Group by the weighted average number of ordinary shares in issue during the year excluding ordinary shares purchased by the Group. |
Year ended December 31, |
||||||||||||
2020 |
2021 |
2022 |
||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||
Profit attributable to owners of the Company |
||||||||||||
Weighted average number of ordinary shares in issue (in ’000) |
||||||||||||
Basic earnings per share (in RMB) |
||||||||||||
Basic earnings per ADS (in RMB) |
||||||||||||
15 |
Earnings per share (Continued) |
| (b) | Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. For the years ended December 31, 2020, 2021 and 2022 the Group has four categories of potential dilutive ordinary shares: convertible promissory note (refer to Note 34), optionally convertible promissory notes (refer to Note 35), share options and PSUs (refer to Note 43). |
Year ended December 31, |
||||||||||||
2020 |
2021 |
2022 |
||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||
| Earnings |
||||||||||||
| Profit attributable to owners of the Company |
||||||||||||
| Interest expense on convertible instruments, net of tax |
||||||||||||
| |
|
|
|
|
|
|||||||
| Net profit used to determine diluted earnings per share |
||||||||||||
| |
|
|
|
|
|
|||||||
| Weighted average number of ordinary shares |
||||||||||||
| Weighted average number of ordinary shares in issue (in ’000) |
||||||||||||
| Adjustments for: |
||||||||||||
| Assumed conversion of convertible instruments (in ’000) |
||||||||||||
| Assumed exercise of share options and vesting of PSUs (in ’000) |
— | |||||||||||
| |
|
|
|
|
|
|||||||
| Weighted average number of ordinary shares for diluted earnings per share (in ’000) |
||||||||||||
| |
|
|
|
|
|
|||||||
| Diluted earnings per share (in RMB) |
||||||||||||
| |
|
|
|
|
|
|||||||
| Diluted earnings per ADS (in RMB) |
||||||||||||
| |
|
|
|
|
|
|||||||
16 |
Cash at bank and restricted cash |
As of December 31, |
||||||||
Cash at bank |
2021 |
2022 |
||||||
RMB’000 |
RMB’000 |
|||||||
| Demand deposits |
||||||||
| RMB |
||||||||
| USD |
||||||||
| HKD |
||||||||
| IDR |
||||||||
| SGD |
||||||||
| |
|
|
|
|||||
| |
|
|
|
|||||
| Time deposits |
||||||||
| RMB |
||||||||
| USD |
||||||||
| IDR |
||||||||
| |
|
|
|
|||||
| |
|
|
|
|||||
| Less: Provision for impairment losses |
( |
) | ( |
) | ||||
| |
|
|
|
|||||
| |
|
|
|
|||||
As of December 31, |
||||||||
2021 |
2022 |
|||||||
RMB’000 |
RMB’000 |
|||||||
| Restricted cash |
||||||||
| Cash from consolidated structured entities (a) |
||||||||
| Deposits for borrowings (b) |
||||||||
| Deposits held on behalf of platform investors (c) |
||||||||
| Others |
||||||||
| |
|
|
|
|||||
| |
|
|
|
|||||
| (a) | Cash from consolidated structured entities is the cash held by the Group’s consolidated structured entities either received from investors for upcoming investment in retail credit business or investors’ funds whose withdrawal is in processing due to settlement time. |
| (b) | Deposits for borrowings are pledges for secured borrowings (refer to Note 29(a)). |
| (c) | As of December 31, 2021, deposits held on behalf of platform investors represents funds received from platform investors while investment decisions are yet to be made, or investors’ funds whose withdrawal is in processing due to settlement time. As of December 31, 2022, deposits held on behalf of platform investors whose withdrawal is in processing due to settlement time. |
16 |
Cash at bank and restricted cash (Continued) |
As of December 31, |
||||||||
Cash at bank |
2021 |
2022 |
||||||
RMB’000 |
RMB’000 |
|||||||
| Demand deposits |
||||||||
| RMB |
||||||||
| USD |
||||||||
| |
|
|
|
|||||
| |
|
|
|
|||||
| Time deposits |
||||||||
| RMB |
||||||||
| USD |
||||||||
| |
|
|
|
|||||
| |
|
|
|
|||||
| Less: Provision for impairment losses |
||||||||
| |
|
|
|
|||||
| |
|
|
|
|||||
17 |
Financial assets at fair value through profit or loss |
As of December 31, |
||||||||
2021 |
2022 |
|||||||
RMB’000 |
RMB’000 |
|||||||
| Unlisted securities |
||||||||
| Bank wealth management products |
||||||||
| Mutual funds |
||||||||
| Asset management plans (a) |
||||||||
| Trust plans (a) |
||||||||
| Structured deposits |
||||||||
| Private fund and other equity investments (a) |
||||||||
| Other debt investments |
||||||||
| Corporate bonds (a) |
||||||||
| Factoring products |
— | |||||||
| Listed securities |
||||||||
| Stock |
— | |||||||
| |
|
|
|
|||||
| |
|
|
|
|||||
| (a) | As of December 31, 2021 and 2022, the principal amount of financial assets at fair value through profit or loss amounting to |
As of December 31, |
||||||||
2021 |
2022 |
|||||||
| |
|
|
|
|||||
RMB’000 |
RMB’000 |
|||||||
| Private fund investment |
||||||||
18 |
Financial assets at amortized cost |
As of December 31, |
||||||||
2021 |
2022 |
|||||||
RMB’000 |
RMB’000 |
|||||||
| Unlisted securities |
||||||||
| Debt Investments |
||||||||
| |
|
|
|
|||||
| Interest receivable |
||||||||
| |
|
|
|
|||||
| Less: Provision for impairment losses |
( |
) | ( |
) | ||||
| |
|
|
|
|||||
| |
|
|
|
|||||
| Expected credit loss rate |
% | % | ||||||
| |
|
|
|
|||||
| (a) | As of December 31, 2021 and 2022, the principal amount of financial assets at amortized cost amounting to RMB |
| (b) | The following table sets forth the movement of gross carrying amount of financial assets at amortized cost for the year ended December 31, 2020: |
Year ended December 31, 2020 |
||||||||||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||||||||
| Stage 1 | Stage 2 | Stage 3 | POCI | Total | ||||||||||||||||
| As of January 1, 2020 |
— | |||||||||||||||||||
| New financial assets originated or purchase d |
— | — | ||||||||||||||||||
| Write-offs |
— | — | ( |
) | ( |
) | ( |
) | ||||||||||||
| Financial assets de-recognized and other adjustments in the current period (including repayments of financial assets) |
( |
) | — | ( |
) | ( |
) | ( |
) | |||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| As of December 31, 2020 |
— | |||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| (c) | The following table sets forth the movement of ECL allowance for the year ended December 31, 2020: |
Year ended December 31, 2020 |
||||||||||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||||||||
| Stage 1 | Stage 2 | Stage 3 | POCI | Total | ||||||||||||||||
| As of January 1, 2020 |
|
|
||||||||||||||||||
| New financial assets originated or purchase d |
— | — | — | |||||||||||||||||
| Write-offs |
— | — | ( |
) | ( |
) | ( |
) | ||||||||||||
| Financial assets de-recognized and other adjustments in the current period (including repayments of financial assets) |
( |
) | — | ( |
) | ( |
) | ( |
) | |||||||||||
| Change in parameters of expected credit loss model |
( |
) | — | ( |
) | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| As of December 31, 2020 |
||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
18 |
Financial assets at amortized cost (Continued) |
| (d) | The following table sets forth the movement of gross carrying amount of financial assets at amortized cost for the year ended December 31, 2021: |
Year ended December 31, 2021 |
||||||||||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||||||||
| Stage 1 | Stage 2 | Stage 3 | POCI | Total | ||||||||||||||||
| As of January 1, 2021 |
— | |||||||||||||||||||
| New financial assets originated or purchase d |
— | — | ||||||||||||||||||
| Write-offs |
— | — | ( |
) | ( |
) | ( |
) | ||||||||||||
| Disposal in the current period |
— | — | ( |
) | — | ( |
) | |||||||||||||
| Financial assets de-recognized and other adjustments in the current period (including repayments of financial assets) |
( |
) | — | ( |
) | ( |
) | ( |
) | |||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| As of December 31, 2021 |
— | |||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| (e) | The following table sets forth the movement of ECL allowance for the year ended December 31, 2021: |
Year ended December 31, 2021 |
||||||||||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||||||||
| Stage 1 | Stage 2 | Stage 3 | POCI | Total | ||||||||||||||||
| As of January 1, 2021 |
— | |
||||||||||||||||||
| New financial assets originated or purchase d |
|
— | — | — | ||||||||||||||||
| Write-offs |
— | — | ( |
) | ( |
) | ( |
) | ||||||||||||
| Disposal in the current period |
— | — | ( |
) | — | ( |
) | |||||||||||||
| Financial assets de-recognized and other adjustments in the current period (including repayments of financial assets) |
( |
) | — | ( |
) | |||||||||||||||
| Change in parameters of expected credit loss model |
— | ( |
) | |||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| As of December 31, 2021 |
— | |
||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
18 |
Financial assets at amortized cost (Continued) |
| (f) | The following table sets forth the movement of gross carrying amount of financial assets at amortized cost for the year ended December 31, 2022: |
Year ended December 31, 2022 |
||||||||||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||||||||
| Stage 1 | Stage 2 | Stage 3 | POCI | Total | ||||||||||||||||
| As of January 1, 2022 |
— | |||||||||||||||||||
| New financial assets originated or purchase d |
— | — | ||||||||||||||||||
| Transfer |
( |
) | — | — | — | |||||||||||||||
| — From stage 1 to stage 2 |
( |
) | — | — | — | |||||||||||||||
| — From stage 2 to stage 3 |
— | ( |
) | — | — | |||||||||||||||
| Write-offs |
— | — | ( |
) | ( |
) | ( |
) | ||||||||||||
| Financial assets de-recognized and other adjustments in the current period (including repayments of financial assets) |
( |
) | — | ( |
) | ( |
) | ( |
) | |||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| As of December 31, 2022 |
— | |||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| (g) | The following table sets forth the movement of ECL allowance for the year ended December 31, 2022: |
Year ended December 31, 2022 |
||||||||||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||||||||
| Stage 1 | Stage 2 | Stage 3 | POCI | Total | ||||||||||||||||
| As of January 1, 2022 |
— | |
||||||||||||||||||
| New financial assets originated or purchase d |
|
— | — | — | ||||||||||||||||
| Transfer |
( |
) | — | — | ||||||||||||||||
| — From stage 1 to stage 2 |
( |
) | — | — | — | |||||||||||||||
| — From stage 2 to stage 3 |
— | ( |
) | — | — | |||||||||||||||
| Net impact on expected credit loss by stage transfer |
— | — | ||||||||||||||||||
| Write-offs |
— | — | ( |
) | ( |
) | ( |
) | ||||||||||||
| Financial assets de-recognized and other adjustments in the current period (including repayments of financial assets) |
( |
) | — | ( |
) | ( |
) | |||||||||||||
| Change in parameters of expected credit loss model |
— | ( |
) | |||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| As of December 31, 2022 |
— | |
||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
As of December 31, |
||||||||
2021 |
2022 |
|||||||
RMB’000 |
RMB’000 |
|||||||
| Unlisted securities |
||||||||
| Loans to subsidiaries |
||||||||
| |
|
|
|
|||||
| Interest receivable |
||||||||
| |
|
|
|
|||||
| Less: Provision for impairment losses |
( |
) |
( |
) | ||||
| |
|
|
|
|||||
| |
|
|
|
|||||
19 |
Financial assets purchased under reverse repurchase agreements |
As of December 31, |
||||||||
2021 |
2022 |
|||||||
RMB’000 |
RMB’000 |
|||||||
| Bonds (a) |
||||||||
| |
|
|
|
|||||
| (a) | |
20 |
Accounts and other receivables and contract assets |
As of December 31, |
||||||||
2021 |
2022 |
|||||||
RMB’000 |
RMB’000 |
|||||||
| Contract acquisition cost ( f ) |
||||||||
| Receivables from core retail credit and enablement service |
||||||||
| Receivables from external payment services providers (a) |
||||||||
| Trust statutory deposits (b) |
||||||||
| Receivables for shares repurchase program (Note 38(a)) |
||||||||
| Receivables from referral arrangements |
||||||||
| Receivables from other technology platform-based service |
||||||||
| Other deposits |
||||||||
| Receivables from guarantee arrangements |
||||||||
| Receivables from ADS income |
||||||||
| Receivables from exercise of share options |
||||||||
| Others |
||||||||
| |
|
|
|
|||||
| Less: Provision for impairment losses (c) |
( |
) | ( |
) | ||||
| |
|
|
|
|||||
| |
|
|
|
|||||
As of December 31, |
||||||||
2021 |
2022 |
|||||||
RMB’000 |
RMB’000 |
|||||||
| Up to 1 year |
||||||||
| 1 to 2 years |
||||||||
| 2 to 3 years |
||||||||
| Above 3 years |
||||||||
| |
|
|
|
|||||
| |
|
|
|
|||||
| (a) | The Group maintains accounts with external online payment service providers to transfer deposits of platform investors, collect principal and interest from borrowers and dispatch loan proceeds to borrowers. The Group recorded the related amounts as receivables from external payment service providers. |
| (b) | The balances represent cash deposited in China Trust Protection Fund Co., Ltd. as required by trust regulations. |
20 |
Accounts and other receivables and contract assets (Continued) |
| (c) | The following table sets forth the movements in the provision for impairment losses: |
Year ended December 31, |
||||||||||||
2020 |
2021 |
2022 |
||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||
| At the beginning of the year |
||||||||||||
| Impairment loss recognized in the consolidated statement of comprehensive income |
||||||||||||
| Written off during the year |
( |
) | ( |
) | ( |
) | ||||||
| Recovery of receivables written off previously |
||||||||||||
| |
|
|
|
|
|
|||||||
| At the end of the year |
||||||||||||
| |
|
|
|
|
|
|||||||
| (d) | The loss allowance as of December 31, 2021 was determined against receivables from core retail credit and enablement service, other technology platform-based service and referral and guarantee arrangements, as follows: |
As of December 31, 2021 |
||||||||||||||||
Current |
1-90 days past due |
91-180 days past due |
Total |
|||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
|||||||||||||
| Expected loss rate |
% | % | % | % | ||||||||||||
| Receivables from core retail credit and enablement service |
||||||||||||||||
| Receivables from other technology platform-based service |
||||||||||||||||
| Receivables from referral arrangements |
||||||||||||||||
| Receivables from guarantee arrangements |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Loss allowance |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| |
|
|
|
|
|
|
|
|||||||||
20 |
Accounts and other receivables and contract assets (Continued) |
| (e) | The loss allowance as of December 31, 2022 was determined against receivables from core retail credit and enablement service, other technology platform-based service and referral and guarantee arrangements, as follows: |
As of December 31, 2022 |
||||||||||||||||
Current |
1-90 days past due |
91-180 days past due |
Total |
|||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
|||||||||||||
| Expected loss rate |
% | % | % | % | ||||||||||||
| Receivables from core retail credit and enablement service |
||||||||||||||||
| Receivables from other technology platform-based service |
||||||||||||||||
| Receivables from referral arrangements |
||||||||||||||||
| Receivables from guarantee arrangements |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Loss allowance |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| |
|
|
|
|
|
|
|
|||||||||
(f) |
As of December 31, 2021 and 2022, the remaining amount of consideration the Group expected to receive is higher than the carrying amount of contract acquisition cost. As such, no loss allowanc e was recorded against contract acquisition cost. |
As of December 31, |
||||||||
2021 |
2022 |
|||||||
| |
|
|
|
|||||
RMB’000 |
RMB’000 |
|||||||
| Receivables for shares repurchase program |
||||||||
| Receivables from subsidiaries |
||||||||
| Receivables from ADS income |
||||||||
| Receivables from exercise of share options |
||||||||
| |
|
|
|
|||||
| |
|
|
|
|||||
21 |
Loans to customers |
As of December 31, |
||||||||
2021 |
2022 |
|||||||
RMB’000 |
RMB’000 |
|||||||
| Loans originated by consolidated trust plans |
||||||||
| Loans originated by microloan lending companies and consumer finance company |
||||||||
| Interest receivable |
||||||||
| Less: Provision for impairment losses |
||||||||
| Stage 1 |
( |
) | ( |
) | ||||
| Stage 2 |
( |
) | ( |
) | ||||
| Stage 3 |
( |
) | ( |
) | ||||
| ( |
) | ( |
) | |||||
| |
|
|
|
|||||
| |
|
|
|
|||||
| Expected credit loss rate |
% | % | ||||||
| |
|
|
|
|||||
| (a) | As of December 31, 2021 and 2022, loans amounting to RMB |
(b) |
For the years ended December 31, 2020, 2021 and 2022, the amounts of concession provided to customers were not material. |
21 |
Loans to customers (Continued) |
| ( c ) |
The following table sets forth the movement of gross carrying amount of loans to customers for the year ended December 31, 2020: |
Year ended December 31, 2020 |
||||||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
|||||||||||||
Stage 1 |
Stage 2 |
Stage 3 |
Total |
|||||||||||||
| As of January 1, 2020 |
||||||||||||||||
| New loans originated |
— | — | ||||||||||||||
| Transfers |
( |
) | — | |||||||||||||
| — From stage 1 to stage 2 |
( |
) | — | — | ||||||||||||
| — From stage 1 to stage 3 |
( |
) | — | — | ||||||||||||
| — From stage 2 to stage 1 |
( |
) | — | — | ||||||||||||
| — From stage 2 to stage 3 |
— | ( |
) | — | ||||||||||||
| — From stage 3 to stage 2 |
— | ( |
) | — | ||||||||||||
| Loans de-recognized and other adjustments in the current period (including repayments of loans) |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Write-offs |
— | — | ( |
) | ( |
) | ||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| As of December 31, 2020 |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| ( d ) |
The following table sets forth the movement of ECL allowance for the year ended December 31, 2020: |
Year ended December 31, 2020 |
||||||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
|||||||||||||
Stage 1 |
Stage 2 |
Stage 3 |
Total |
|||||||||||||
| As of January 1, 2020 |
|
|
|
|||||||||||||
| New loans originated |
— | — | ||||||||||||||
| Transfers |
( |
) | ||||||||||||||
| — From stage 1 to stage 2 |
( |
) | — | — | ||||||||||||
| — From stage 1 to stage 3 |
( |
) | — | — | ||||||||||||
| — From stage 2 to stage 1 |
( |
) | — | — | ||||||||||||
| — From stage 2 to stage 3 |
— | ( |
) | — | ||||||||||||
| — From stage 3 to stage 2 |
— | ( |
) | — | ||||||||||||
| Net impact on expected credit loss by stage transfers |
( |
) | ||||||||||||||
| Loans de-recognized and other adjustments in the current period (including repayments of loans) |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Change in parameters of expected credit loss model |
( |
) | ||||||||||||||
| Write-offs |
— | — | ( |
) | ( |
) | ||||||||||
| Recovery of loans written off previously |
— | — | ||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| As of December 31, 2020 |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
21 |
Loans to customers (Continued) |
| ( e ) |
The following table sets forth the movement of gross carrying amount of loans to customers for the year ended December 31, 2021: |
Year ended December 31, 2021 |
||||||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
|||||||||||||
Stage 1 |
Stage 2 |
Stage 3 |
Total |
|||||||||||||
| As of January 1, 2021 |
||||||||||||||||
| New loans originated |
— | — | ||||||||||||||
| Transfers |
( |
) | — | |||||||||||||
| — From stage 1 to stage 2 |
( |
) | — | — | ||||||||||||
| — From stage 2 to stage 1 |
( |
) | — | — | ||||||||||||
| — From stage 2 to stage 3 |
— | ( |
) | — | ||||||||||||
| — From stage 3 to stage 2 |
— | ( |
) | — | ||||||||||||
| Loans de-recognized and other adjustments in the current period (including repayments of loans) |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Write-offs |
— | — | ( |
) | ( |
) | ||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| As of December 31, 2021 |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| ( f ) |
The following table sets forth the movement of ECL allowance for the year ended December 31, 2021: |
Year ended December 31, 2021 |
||||||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
|||||||||||||
Stage 1 |
Stage 2 |
Stage 3 |
Total |
|||||||||||||
| As of January 1, 2021 |
|
|
||||||||||||||
| New loans originated |
— | — | ||||||||||||||
| Transfers. . |
( |
) | ||||||||||||||
| — From stage 1 to stage 2 |
( |
) | |
— | — | |||||||||||
| — From stage 2 to stage 1 |
( |
) | — | — | ||||||||||||
| — From stage 2 to stage 3 |
— | ( |
) | — | ||||||||||||
| — From stage 3 to stage 2 |
— | ( |
) | — | ||||||||||||
| Net impact on expected credit loss by stage transfers |
( |
) | ||||||||||||||
| Loans de-recognized and other adjustments in the current period (including repayments of loans) |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Change in parameters of expected credit loss model |
||||||||||||||||
| Write-offs |
— | — | ( |
) | ( |
) | ||||||||||
| Recovery of loans written off previously |
— | — | ||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| As of December 31, 2021 |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
21 |
Loans to customers (Continued) |
| ( g ) |
The following table sets forth the movement of gross carrying amount of loans to customers for the year ended December 31, 2022: |
Year ended December 31, 2022 |
||||||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
|||||||||||||
Stage 1 |
Stage 2 |
Stage 3 |
Total |
|||||||||||||
| As of January 1, 2022 |
||||||||||||||||
| New loans originated |
— | — | ||||||||||||||
| Transfers |
( |
) | — | |||||||||||||
| — From stage 1 to stage 2 |
( |
) | — | — | ||||||||||||
| — From stage 2 to stage 1 |
( |
) | — | — | ||||||||||||
| — From stage 2 to stage 3 |
— | ( |
) | — | ||||||||||||
| — From stage 3 to stage 2 |
— | ( |
) | — | ||||||||||||
| Loans de-recognized and other adjustments in the current period (including repayments of loans) |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Write-offs |
— | — | ( |
) | ( |
) | ||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| As of December 31, 2022 |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| ( h ) |
The following table sets forth the movement of ECL allowance for the year ended December 31, 2022: |
Year ended December 31, 2022 |
||||||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
|||||||||||||
Stage 1 |
Stage 2 |
Stage 3 |
Total |
|||||||||||||
| As of January 1, 2022 |
|
|
||||||||||||||
| New loans originated |
— | — | |
|||||||||||||
| Transfers |
( |
) | ||||||||||||||
| — From stage 1 to stage 2 |
( |
) | — | — | ||||||||||||
| — From stage 2 to stage 1 |
( |
) | — | — | ||||||||||||
| — From stage 2 to stage 3 |
— | ( |
) | — | ||||||||||||
| — From stage 3 to stage 2 |
— | ( |
) | — | ||||||||||||
| Net impact on expected credit loss by stage transfers |
( |
) | ||||||||||||||
| Loans de-recognized and other adjustments in the current period (including repayments of loans) |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Change in parameters of expected credit loss model |
||||||||||||||||
| Write-offs |
— | — | ( |
) | ( |
) | ||||||||||
| Recovery of loans written off previously |
— | — | ||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| As of December 31, 2022 |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
22 |
Deferred tax assets and deferred tax liabilities |
As of December 31, |
||||||||
2021 |
2022 |
|||||||
RMB’000 |
RMB’000 |
|||||||
| Deferred tax assets |
||||||||
| Deferred tax liabilities |
( |
) | ( |
) | ||||
| |
|
|
|
|||||
| Net amount |
||||||||
| |
|
|
|
|||||
| (a) | The following table sets forth the details of deferred tax assets: |
As of December 31, |
||||||||
2021 |
2022 |
|||||||
RMB’000 |
RMB’000 |
|||||||
| Provision for asset impairments |
||||||||
| Guarantee liabilities |
||||||||
| Revenue recognition—differences between accounting and tax book |
||||||||
| Employee benefit payables |
||||||||
| Accrued expenses |
||||||||
| Deductible tax losses |
||||||||
| Changes in fair value |
||||||||
| Others |
||||||||
| |
|
|
|
|||||
| |
|
|
|
|||||
22 |
Deferred tax assets and deferred tax liabilities (Continued) |
| (b) | Deductible temporary differences and deductible losses that are not recognized as deferred tax assets are analyzed as follows: |
As of December 31, |
||||||||
2021 |
2022 |
|||||||
RMB’000 |
RMB’000 |
|||||||
| Deductible temporary differences |
||||||||
| Deductible losses |
||||||||
| |
|
|
|
|||||
| |
|
|
|
|||||
| (c) | Deductible losses that are not r e cognized as deferred tax assets will expire as follows: |
As of December 31, |
||||||||
2021 |
2022 |
|||||||
RMB’000 |
RMB’000 |
|||||||
| 2022 |
||||||||
| 2023 |
||||||||
| 2024 |
||||||||
| 2025 |
||||||||
| 2026 |
||||||||
| 2027 |
— | |||||||
| No due date |
||||||||
| |
|
|
|
|||||
| |
|
|
|
|||||
22 |
Deferred tax assets and deferred tax liabilities (Continued) |
| (d) | The following table sets forth the movements of the deferred tax asset: |
| Movements |
Deductible tax losses |
Provision for asset impairments |
Employee benefit payables |
Accrued expenses |
Guarantee liabilities |
Revenue recognition - differences between accounting and tax book |
Others (Include changes in fair value ) |
Total |
||||||||||||||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
|||||||||||||||||||||||||
| As of January 1, 2020 |
— |
|||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Credited/(charged) - to profit or loss |
( |
) | — |
|||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| As of December 31, 2020 |
— |
|||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Credited/(charged) - to profit or loss |
( |
) | ( |
) |
( |
) |
( |
) |
||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| As of December 31, 2021 |
||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Credited/(charged) - to profit or loss |
( |
) |
( |
) |
( |
) |
( |
) |
||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| As of December 31, 2022 |
||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| (e) | The following table sets forth for the details of deferred tax liabilities: |
As of December 31, |
||||||||
2021 |
2022 |
|||||||
RMB’000 |
RMB’000 |
|||||||
| Unrealized consolidated earnings |
||||||||
| Intangible assets arisen from business combination |
||||||||
| Changes in fair value |
||||||||
| Effective interest adjustment |
||||||||
| Revenue recognition differences between accounting and tax book |
||||||||
| Others |
||||||||
| |
|
|
|
|||||
| |
|
|
|
|||||
22 |
Deferred tax assets and deferred tax liabilities (Continued) |
| (f) | The following table sets forth the movements of the deferred tax liabilities: |
| Movements |
Revenue recognition differences between accounting and tax book |
Intangible assets arisen from business combination |
Unrealized consolidated earnings |
Effective interest adjustment |
Changes in fair value |
Others |
Total |
|||||||||||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||||||||||||||
| As of January 1, 2020 |
||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Charged/(credited) - to profit or loss |
( |
) | ||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| As of December 31, 2020 |
||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Charged/(credited) - to profit or loss |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| As of December 31, 2021 |
— |
|||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Charged/(credited) - to profit or loss |
— | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| As of December 31, 2022 |
— |
— |
||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| (g) | The following table sets forth the net balances of deferred tax assets and liabilities after offsetting: |
As of December 31, |
||||||||||||||||
2021 |
2022 |
|||||||||||||||
Offset amount |
Balance after offsetting |
Offset amount |
Balance after offsetting |
|||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
|||||||||||||
| Deferred tax assets |
( |
) | ( |
) | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Deferred tax liabilities |
( |
) | ( |
) | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
23 |
Property and equipment |
Buildings, office and electrical equipment, motor vehicles |
Leasehold improvements |
Total |
||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||
| As of January 1, 2020 |
||||||||||||
| Cost |
||||||||||||
| Accumulated depreciation |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
| Net book amount |
||||||||||||
| |
|
|
|
|
|
|||||||
| Year ended December 31, 2020 |
||||||||||||
| Opening net book amount |
||||||||||||
| Additions |
||||||||||||
| Disposals |
( |
) | ( |
) | ( |
) | ||||||
| Depreciation charge |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
| Closing net book amount |
||||||||||||
| |
|
|
|
|
|
|||||||
| As of December 31, 2020 |
||||||||||||
| Cost |
||||||||||||
| Accumulated depreciation |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
| Net book amount |
||||||||||||
| |
|
|
|
|
|
|||||||
Buildings, office and electrical equipment, motor vehicles |
Leasehold improvements |
Total |
||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||
| As of January 1, 2021 |
||||||||||||
| Cost |
||||||||||||
| Accumulated depreciation |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
| Net book amount |
||||||||||||
| |
|
|
|
|
|
|||||||
| Year ended December 31, 2021 |
||||||||||||
| Opening net book amount |
||||||||||||
| Additions |
||||||||||||
| Disposals |
( |
) | ( |
) | ( |
) | ||||||
| Depreciation charge |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
| Closing net book amount |
||||||||||||
| |
|
|
|
|
|
|||||||
| As of December 31, 2021 |
||||||||||||
| Cost |
||||||||||||
| Accumulated depreciation |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
| Net book amount |
||||||||||||
| |
|
|
|
|
|
|||||||
23 |
Property and equipment (Continued) |
Buildings, office and electrical equipment, motor vehicles |
Leasehold improvements |
Total |
||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||
| As of January 1, 2022 |
||||||||||||
| Cost |
||||||||||||
| Accumulated depreciation |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
| Net book amount |
||||||||||||
| |
|
|
|
|
|
|||||||
| Year ended December 31, 2022 |
||||||||||||
| Opening net book amount |
||||||||||||
| Additions |
||||||||||||
| Disposals |
( |
) | ( |
) | ( |
) | ||||||
| Depreciation charge |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
| Closing net book amount |
||||||||||||
| |
|
|
|
|
|
|||||||
| As of December 31, 2022 |
||||||||||||
| Cost |
||||||||||||
| Accumulated depreciation |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
| Net book amount |
||||||||||||
| |
|
|
|
|
|
|||||||
24 |
Intangible assets |
Trademarks and licenses |
Computer software and others |
Total |
||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||
| As of January 1, 2020 |
||||||||||||
| Cost |
||||||||||||
| Accumulated amortization |
( |
) | ( |
) | ( |
) | ||||||
| Impairment |
— | ( |
) | ( |
) | |||||||
| |
|
|
|
|
|
|||||||
| Net book amount |
||||||||||||
| |
|
|
|
|
|
|||||||
| Year ended December 31, 2020 |
||||||||||||
| Opening net book amount |
||||||||||||
| Additions |
— | |||||||||||
| Amortization charge |
— | ( |
) | ( |
) | |||||||
| |
|
|
|
|
|
|||||||
| Closing net book amount |
||||||||||||
| |
|
|
|
|
|
|||||||
| As of December 31, 2020 |
||||||||||||
| Cost |
||||||||||||
| Accumulated amortization |
( |
) | ( |
) | ( |
) | ||||||
| Impairment |
— | ( |
) | ( |
) | |||||||
| |
|
|
|
|
|
|||||||
| Net book amount |
||||||||||||
| |
|
|
|
|
|
|||||||
Trademarks and licenses |
Computer software and others |
Total |
||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||
| As of January 1, 2021 |
||||||||||||
| Cost |
||||||||||||
| Accumulated amortization |
( |
) | ( |
) | ( |
) | ||||||
| Impairment |
— | ( |
) | ( |
) | |||||||
| |
|
|
|
|
|
|||||||
| Net book amount |
||||||||||||
| |
|
|
|
|
|
|||||||
| Year ended December 31, 2021 |
||||||||||||
| Opening net book amount |
||||||||||||
| Additions |
— | |||||||||||
| Impairment |
( |
) | — | ( |
) | |||||||
| Amortization charge |
— | ( |
) | ( |
) | |||||||
| |
|
|
|
|
|
|||||||
| Closing net book amount |
||||||||||||
| |
|
|
|
|
|
|||||||
| As of December 31, 2021 |
||||||||||||
| Cost |
||||||||||||
| Accumulated amortization |
( |
) | ( |
) | ( |
) | ||||||
| Impairment |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
| Net book amount |
||||||||||||
| |
|
|
|
|
|
|||||||
24 |
Intangible assets (Continued) |
Trademarks and licenses |
Computer software and others |
Total |
||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||
| As of January 1, 2022 |
||||||||||||
| Cost |
||||||||||||
| Accumulated amortization |
( |
) | ( |
) | ( |
) | ||||||
| Impairment |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
| Net book amount |
||||||||||||
| |
|
|
|
|
|
|||||||
| Year ended December 31, 2022 |
||||||||||||
| Opening net book amount |
||||||||||||
| Additions |
— | |||||||||||
| Disposals |
— | ( |
) | ( |
) | |||||||
| Impairment |
— | ( |
) | ( |
) | |||||||
| Amortization charge |
— | ( |
) | ( |
) | |||||||
| |
|
|
|
|
|
|||||||
| Closing net book amount |
||||||||||||
| |
|
|
|
|
|
|||||||
| As of December 31, 2022 |
||||||||||||
| Cost |
||||||||||||
| Accumulated amortization |
( |
) | ( |
) | ( |
) | ||||||
| Impairment |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
| Net book amount |
||||||||||||
| |
|
|
|
|
|
|||||||
24 |
Intangible assets (Continued) |
| (a) | Impairment tests for intangible assets |
As of December 31, |
||||||||||||
2020 |
2021 |
2022 |
||||||||||
| Pre-tax discount rates |
||||||||||||
| Revenue growth rates |
- |
|||||||||||
| Long term growth rate |
||||||||||||
As of December 31, |
||||||||||||
2020 |
2021 |
2022 |
||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||
| Recoverable amount of the CGU exceeded its carrying amount |
||||||||||||
24 |
Intangible assets (Continued) |
| (a) | Impairment tests for intangible assets (Continued) |
Recoverable amount of the CGU exceeded its carrying amount |
||||||||||||
As of December 31, |
||||||||||||
Possible changes of key assumptions |
2020 |
2021 |
2022 |
|||||||||
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||
| Revenue growth rate decrease by |
||||||||||||
| Pre-tax discount rate plus |
||||||||||||
25 |
Leases |
| (a) | Amounts recognized in the statement of financial position |
As of December 31, |
||||||||
2021 |
2022 |
|||||||
Right-of-use |
RMB’000 |
RMB’000 |
||||||
| Properties |
||||||||
| |
|
|
|
|||||
| Lease liabilities |
||||||||
| |
|
|
|
|||||
| (b) | Amounts recognized in the statement of profit or loss |
Year ended December 31, |
||||||||||||
2020 |
2021 |
2022 |
||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||
| Depreciation charge of right-of-use |
||||||||||||
| Interest expense (included in finance costs) |
||||||||||||
| Expense relating to short-term leases (included in operation and servicing expenses; general and administrative expenses; technology and analytics expenses; and sales and marketing expenses) |
||||||||||||
| Expense relating to leases of low-value assets (included in operation and servicing expenses; general and administrative expenses; technology and analytics expenses; and sales and marketing expenses) |
||||||||||||
25 |
Leases (Continued) |
| (c) | Movement of right-of-use |
Year ended December 31, |
||||||||||||
2020 |
2021 |
2022 |
||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||
| Opening net book amount |
||||||||||||
| Additions |
||||||||||||
| Early termination |
( |
) | ( |
) | ( |
) | ||||||
| Depreciation charge |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
| Closing net book amount |
||||||||||||
| |
|
|
|
|
|
|||||||
As of December 31, |
||||||||
2021 |
2022 |
|||||||
RMB’000 |
RMB’000 |
|||||||
| Cost |
||||||||
| Accumulated depreciation |
( |
) | ( |
) | ||||
| |
|
|
|
|||||
| Net book amount |
||||||||
| |
|
|
|
|||||
26 |
Goodwill |
As of January 1, 2020 |
Increase |
Decrease |
As of December 31, 2020 |
|||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
|||||||||||||
| Puhui |
— | — | ||||||||||||||
| Tianjin Guarantee |
— | — | ||||||||||||||
| Pingan Jixin |
— | — | ||||||||||||||
| Lu International (Hong Kong) Limited |
— | — | ||||||||||||||
| Yunque Dongfang |
— | — | ||||||||||||||
| Jinniu Loan |
— | — | ||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| — | ||||||||||||||||
| Less: Impairment losses |
( |
) | — | ( |
) | |||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| — | ||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
As of January 1, 2021 |
Increase |
Decrease |
As of December 31, 2021 |
|||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
|||||||||||||
| Puhui |
— | — | ||||||||||||||
| Tianjin Guarantee |
— | — | ||||||||||||||
| Pingan Jixin |
— | — | ||||||||||||||
| Lu International (Hong Kong) Limited |
— | — | ||||||||||||||
| Yunque Dongfang |
— | — | ||||||||||||||
| Jinniu Loan |
— | — | ||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| — | ||||||||||||||||
| Less: Impairment losses |
( |
) | ( |
) | — | ( |
) | |||||||||
| |
|
|
|
|
|
|
|
|||||||||
| ( |
) | — | ||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
As of January 1, 2022 |
Increase |
Decrease |
As of December 31, 2022 |
|||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
|||||||||||||
| Puhui |
— | — |
||||||||||||||
| Tianjin Guarantee |
— | ( |
) |
— | ||||||||||||
| Pingan Jixin |
— | — |
||||||||||||||
| Lu International (Hong Kong) Limited |
— | — |
||||||||||||||
| Yunque Dongfang |
— | ( |
) |
— | ||||||||||||
| Jinniu Loan |
— | — |
||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
( |
) |
|||||||||||||||
| Less: Impairment losses (a) |
( |
) | ( |
) | ( |
) | ||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| ( |
) | — | ||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
(a) |
As of December 31, 2022, Pingan Jixin, Lu International (Hong Kong) Limited, and Jinniu Loan were fully impaired. Tianjin Guarantee and Yunque Dongfang were written off. |
26 |
Goodwill (Continued) |
| ( b ) |
Impairment testing for goodwill |
As of December 31, |
||||||||||||
2020 |
2021 |
2022 |
||||||||||
| Pre-tax discount rates |
||||||||||||
| Revenue growth rates |
- |
|||||||||||
| Long term growth rate |
||||||||||||
As of December 31, |
||||||||||||
2020 |
2021 |
2022 |
||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||
| Recoverable amount of the CGU exceeded its carrying amount |
||||||||||||
Recoverable amount of the CGU exceeded its carrying amount |
||||||||||||
As of December 31, |
||||||||||||
Possible changes of key assumptions |
2020 |
2021 |
2022 |
|||||||||
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||
| Revenue growth rate decrease by |
||||||||||||
| Pre-tax discount rate plus |
||||||||||||
26 |
Goodwill (Continued) |
27 |
Other assets |
As of December 31, |
||||||||
2021 |
2022 |
|||||||
RMB’000 |
RMB’000 |
|||||||
Prepaid income tax and value-added tax |
||||||||
Recoverable value-added tax |
||||||||
Derivative financial assets (a )(b ) |
||||||||
Prepayments |
||||||||
Repossessed assets |
||||||||
Deferred expenses |
||||||||
Others |
||||||||
Less: Provisions for impairment |
( |
) | ( |
) | ||||
| (a) | Interest rate swap |
As of December 31, |
||||||||
2021 |
2022 |
|||||||
(’000) |
(’000) |
|||||||
Carrying amount |
RMB |
RMB |
||||||
Notional amount |
USD |
USD |
||||||
Maturity date |
3 | 3 | ||||||
Pay type |
||||||||
Receive type |
||||||||
| (b) | Foreign currency swap |
As of December 31, 2022 |
||||
(’000) |
||||
Carrying amount |
RMB |
|||
Notional amount |
USD |
|||
Maturity date |
- |
|||
Pay side |
||||
Receive side |
||||
28 |
Payable to platform investors |
29 |
Borrowings |
As of December 31, |
||||||||
2021 |
2022 |
|||||||
RMB’000 |
RMB’000 |
|||||||
Secured |
||||||||
- Bank borrowings (a) |
||||||||
Unsecured |
||||||||
- Bank borrowings (b) |
||||||||
- Corporate borrowings |
||||||||
Interest payable |
||||||||
Total borrowings |
||||||||
| (a) | As of December 31, 2022, the Group had RMB |
| (b) | The Group had obtained a USD million syndicated loan commitment on February 13, 2020, and drew down US D million of unsecured borrowings in 2020. The interest rate is determined based on monthl y basis. All borrowings will mature on |
| (c) | 1 |
As of December 31, |
||||||||
2021 |
2022 |
|||||||
Bank borrowings - fixed rate |
||||||||
Bank borrowings - floating rate |
||||||||
Corporate borrowings - fixed rate |
N/A | |||||||
As of December 31, |
||||||||
2021 |
2022 |
|||||||
RMB’000 |
RMB’000 |
|||||||
Unsecured |
||||||||
- Bank borrowings |
||||||||
Interest payable |
||||||||
Total borrowings |
||||||||
30 |
Bond payable |
As of December 31, 2022 |
||||
RMB’000 |
||||
New issued bonds |
||||
Interest accrued at effective interest rate |
||||
Interest paid |
||||
Exchange differences |
||||
Carrying value as of December 31, 2022 |
||||
31 |
Accounts and other payables and contract liabilities |
As of December 31, |
||||||||
2021 |
2022 |
|||||||
RMB’000 |
RMB’000 |
|||||||
| Unpaid redemption consideration for convertible promissory notes (Note 34(a)) |
||||||||
| Contract liabilities from retail credit and enablement service |
||||||||
| Employee benefit payable |
||||||||
| Tax payable |
||||||||
| Payable to cooperation banks (a) |
||||||||
| Payable to investees |
||||||||
| Payable to external suppliers (c) |
||||||||
| Trust management fee payable (c) |
||||||||
| Cash compensation of Class C ordinary shares restructuring |
||||||||
| Other deposits payable |
||||||||
| Payable for purchase of trust plan |
||||||||
| Others (b) |
||||||||
| |
|
|
|
|||||
| |
|
|
|
|||||
| (a) | Payable to cooperation banks is related to the restricted cash that is generated from a risk sharing business with banks. Under such business, the Group provides loan enablement services for loans originated by banks and is paid a variable fee determined based on the performance of underlying loans facilitated by the Group. On a monthly basis, the Group receives fixed service fees from the cooperation banks based on a fixed percentage of loans originated in restricted cash accounts. The service fees will be adjusted based on actual performance of the loans originated under this business upon maturity. |
| (b) | Others comprise miscellaneous it e ms including advances from customers and others with immaterial individual amounts. |
| (c) | As of December 31, |
As of December 31, |
||||||||
2021 |
2022 |
|||||||
RMB’000 |
RMB’000 |
|||||||
| Unpaid redemption consideration for convertible promissory notes (Note 34(a)) |
||||||||
| Cash compensation of Class C ordinary shares restructuring |
||||||||
| Payable to external suppliers |
||||||||
| Employee benefit payable |
||||||||
| Others |
||||||||
| |
|
|
|
|||||
| |
|
|
|
|||||
32 |
Payable to investors of consolidated structured entities |
As of December 31, |
||||||||
2021 |
2022 |
|||||||
RMB’000 |
RMB’000 |
|||||||
| Payable to investors of consolidated trust plans |
||||||||
| Payable to investors of consolidated wealth management plans |
||||||||
| |
|
|
|
|||||
| |
|
|
|
|||||
33 |
Financing guarantee liabilities |
| (a) | The following table sets forth the movement of gross carrying amount of financing guarantee contracts for the year ended December 31, 2020: |
Year ended December 31, 2020 |
||||||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
|||||||||||||
Stage 1 |
Stage 2 |
Stage 3 |
Total |
|||||||||||||
| As of January 1, 2020 |
— | |||||||||||||||
| New guarantee contracts originated |
— | — | ||||||||||||||
| Transfers |
( |
) | — | — | ||||||||||||
| — From stage 1 to stage 2 |
( |
) | — | — | ||||||||||||
| — From stage 2 to stage 1 |
( |
) | — | — | ||||||||||||
| Guarantee liabilities de-recognized and other adjusted in the current period (including repayments of loans and guarantee payments) |
( |
) | ( |
) | — | ( |
) | |||||||||
| |
|
|
|
|
|
|
|
|||||||||
| As of December 31, 2020 |
— | |||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| (b) | The following table sets forth the movement of ECL allowance of financing guarantee contracts for the year ended December 31, 2020: |
Year ended December 31, 2020 |
||||||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
|||||||||||||
Stage 1 |
Stage 2 |
Stage 3 |
Total |
|||||||||||||
| As of January 1, 2020 |
— | |||||||||||||||
| New guarantee contracts originated |
— | — | ||||||||||||||
| Transfers |
( |
) | — | |||||||||||||
| — From stage 1 to stage 2 |
( |
) | — | — | ||||||||||||
| — From stage 2 to stage 1 |
( |
) | — | — | ||||||||||||
| Net impact on expected credit loss by stage transfers |
( |
) | — | |||||||||||||
| Guarantee liabilities de-recognized and other adjusted in the current period (including repayments of loans and guarantee payments) |
( |
) | ( |
) | — | ( |
) | |||||||||
| Change in parameters of expected credit loss model |
— | |||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| As of December 31, 2020 |
— | |||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
33 |
Financing guarantee liabilities (Continued) |
| (c) | The following table sets forth the movement of gross carrying amount of financing guarantee contracts for the year ended December 31, 2021: |
Year ended December 31, 2021 |
||||||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
|||||||||||||
Stage 1 |
Stage 2 |
Stage 3 |
Total |
|||||||||||||
| As of January 1, 2021 |
— | |||||||||||||||
| New guarantee contracts originated |
— | — | ||||||||||||||
| Transfers |
( |
) | — | — | ||||||||||||
| — From stage 1 to stage 2 |
( |
) | — | — | ||||||||||||
| — From stage 2 to stage 1 |
( |
) | — | — | ||||||||||||
| Guarantee liabilities de-recognized and other adjusted in the current period (including repayments of loans and guarantee payments) |
( |
) | ( |
) | — | ( |
) | |||||||||
| |
|
|
|
|
|
|
|
|||||||||
| As of December 31, 2021 |
— | |||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| (d) | The following table sets forth the movement of ECL allowance of financing guarantee contracts for the year ended December 31, 2021: |
Year ended December 31, 2021 |
||||||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
|||||||||||||
Stage 1 |
Stage 2 |
Stage 3 |
Total |
|||||||||||||
| As of January 1, 2021 |
— | |||||||||||||||
| New guarantee contracts originated |
— | — | ||||||||||||||
| Transfers |
( |
) | — | |||||||||||||
| — From stage 1 to stage 2 |
( |
) | — | — | ||||||||||||
| — From stage 2 to stage 1 |
( |
) | — | — | ||||||||||||
| Net impact on expected credit loss by stage transfers |
( |
) | — | |||||||||||||
| Guarantee liabilities de-recognized and other adjusted in the current period (including repayments of loans and guarantee payments) |
( |
) | ( |
) | — | ( |
) | |||||||||
| Change in parameters of expected credit loss model |
— | |||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| As of December 31, 2021 |
— | |||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
33 |
Financing guarantee liabilities (Continued) |
| (e) | The following table sets forth the movement of gross carrying amount of financing guarantee contracts for the year ended December 31, 2022: |
Year ended December 31, 2022 |
||||||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
|||||||||||||
Stage 1 |
Stage 2 |
Stage 3 |
Total |
|||||||||||||
| As of January 1, 2022 |
— | |||||||||||||||
| New guarantee contracts originated |
— | — | ||||||||||||||
| Transfers |
( |
) | — | — | ||||||||||||
| — From stage 1 to stage 2 |
( |
) | — | — | ||||||||||||
| — From stage 2 to stage 1 |
( |
) | — | — | ||||||||||||
| Guarantee liabilities de-recognized and other adjusted in the current period (including repayments of loans and guarantee payments) |
( |
) | ( |
) | — | ( |
) | |||||||||
| |
|
|
|
|
|
|
|
|||||||||
| As of December 31, 2022 |
— | |||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| (f) | The following table sets forth the movement of ECL allowance of financing guarantee contracts for the year ended December 31, 2022: |
Year ended December 31, 2022 |
||||||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
|||||||||||||
Stage 1 |
Stage 2 |
Stage 3 |
Total |
|||||||||||||
| As of January 1, 2022 |
— | |||||||||||||||
| New guarantee contracts originated |
— | — | ||||||||||||||
| Transfers |
( |
) | — | |||||||||||||
| — From stage 1 to stage 2 |
( |
) | — | — | ||||||||||||
| — From stage 2 to stage 1 |
( |
) | — | — | ||||||||||||
| Net impact on expected credit loss by stage transfers |
( |
) | — | |||||||||||||
| Guarantee liabilities de-recognized and other adjusted in the current period (including repayments of loans and guarantee payments) |
( |
) | ( |
) | — | ( |
) | |||||||||
| Change in parameters of expected credit loss model |
— | |||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| As of December 31, 2022 |
— | |||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
34 |
Convertible promissory note payable |
34 |
Convertible promissory note payable (Continued) |
Liabilities |
Equity |
|||||||
RMB’000 |
RMB’000 |
|||||||
| Carrying value as of January 1, 2020 |
||||||||
| |
|
|
|
|||||
| Interest accrued at effective interest rate |
— | |||||||
| Interest paid |
( |
) | — | |||||
| Exchange differences |
( |
) | — | |||||
| |
|
|
|
|||||
| Carrying value as of December 31, 2020 |
||||||||
| |
|
|
|
|||||
| Interest accrued at effective interest rate |
— | |||||||
| Interest paid |
( |
) | — | |||||
| Exchange differences |
( |
) | — | |||||
| |
|
|
|
|||||
| Carrying value as of December 31, 2021 |
||||||||
| |
|
|
|
|||||
| Interest accrued at effective interest rate |
— | |||||||
| Interest paid |
( |
) | — | |||||
| Redemption and extension of convertible promissory notes (a) |
( |
) | ( |
) | ||||
| Exchange differences |
— | |||||||
| |
|
|
|
|||||
| Carrying value as of December 31, 2022 |
||||||||
| |
|
|
|
|||||
| (a) | Following the Fourth Amendment and Supplemental Agreement on December 6, 2022, the carrying values of liability and equity components in relation to original Notes were reversed due to extinguishment of original Notes and fair value of new Notes was recognized, giving rise to an increase of RMB |
35 |
Optionally convertible promissory notes |
Liabilities |
Equity |
|||||||
RMB’000 |
RMB’000 |
|||||||
| Carrying value as of December 31, 2020 |
||||||||
| |
|
|
|
|||||
| Interest accrued at effective interest rate |
— | |||||||
| Interest paid |
( |
) | — | |||||
| Exchange differences |
( |
) | — | |||||
| |
|
|
|
|||||
| Carrying value as of December 31, 2021 |
||||||||
| |
|
|
|
|||||
| Interest accrued at effective interest rate |
— | |||||||
| Interest paid |
( |
) | — | |||||
| Exchange differences |
— | |||||||
| |
|
|
|
|||||
| Carrying value as of December 31, 2022 |
||||||||
| |
|
|
|
|||||
36 |
Other liabilities |
As of December 31, |
||||||||
2021 |
2022 |
|||||||
RMB’000 |
RMB’000 |
|||||||
| Accrued expenses |
||||||||
| Payable for other debt investments (a) |
||||||||
| Derivative financial liabilities (b) |
||||||||
| Provisions |
||||||||
| Others |
||||||||
| |
|
|
|
|||||
| |
|
|
|
|||||
(a) |
Payable for other debt inv e stments is primarily relating to the distribution of proceeds from other assets jointly invested with other parties in accordance with the provisions of the agreement. |
| (b) | Foreign currency swaps |
As of December 31, 2021 |
||||
(’000) |
||||
| Carrying amount |
RMB |
|||
| Notional amount |
USD |
|||
| Maturity date |
||||
| Pay side |
||||
| Receive side |
||||
37 |
Share capital and share premium |
Class A ordinary share |
Class B ordinary share (a) |
Ordinary share |
||||||||||||||||||||||||||||||||||
Number of shares |
Share capital |
Share premium |
Number of shares |
Share capital |
Share premium |
Number of shares |
Share capital |
Share premium |
||||||||||||||||||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
|||||||||||||||||||||||||||||||
| As of January 1, 2020 |
— | — | — | |||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Conversion of Class B ordinary shares and Class C ordinary shares to Class A ordinary shares (b) |
( |
) | ( |
) | ( |
) | — | — | — | |||||||||||||||||||||||||||
| Re-designation and reclassification of Class A ordinary shares into ordinary shares (c) |
( |
) | ( |
) | ( |
) | — | — | — | |||||||||||||||||||||||||||
| Issuance of ordinary shares upon IPO and exercise of over-allotment option (d) |
— | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Conversion of automatically convertible promissory notes to ordinary shares (e) |
— | — | — | — | — | — | ||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| As of December 31, 2020 |
— | — | — | — | — | — | ||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Retirement of ordinary shares (f) |
— | — | — | — | — | — | ( |
) | ( |
) | — | |||||||||||||||||||||||||
| Issuance of ordinary shares for share-based payment (g) |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
| Exercise of share-based payment |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| As of December 31, 2021 |
— | — | — | — | — | — | ||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Exercise of share-based payment |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
| Redemption and extension of convertible promissory notes (Note 34(a)) |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
| Cash Dividend (Note 45) |
— | — | — | — | — | — | — | — | ( |
) | ||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| As of December 31, 2022 |
— | — | — | — | — | — | ||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
37 |
Share capital and share premium (Continued) |
| (a) | Besides the liquidation preference, holders of Class B ordinary shares were entitled to voting rights and dividend rights similar to Class A ordinary shareholders. Class B ordinary shares were automatically converted into Class A ordinary shares upon the occurrence of a qualified listing. |
| (b) | Immediately prior to the Company’s successful IPO on October 30, 2020, all of the Company’s then issued and outstanding one-for-one |
| (c) | Immediately prior to the Company’s successful IPO on October 30, 2020, all of the Company’s then issued and outstanding re-designated and reclassified into ordinary shares. |
| (d) | On October 30, 2020, the Company issued and sold |
| (e) | Upon the Company’s successful IPO on October 30, 2020, the automatically convertible promissory notes were automatically converted into |
| (f) | The Company’s board of directors previously designated Tun Kung Company Limited, a principal shareholder of the Company, as the entity to hold |
| (g) | The Company issued |
38 |
Treasury shares |
Shares |
Amount |
|||||||
RMB’000 |
||||||||
| As of January 1, 2020 |
||||||||
| |
|
|
|
|||||
| As of December 31, |
||||||||
| |
|
|
|
|||||
| Repurchase of ordinary shares (a) |
||||||||
| Retirement of ordinary shares (Note 37(f)) |
( |
) | ( |
) | ||||
| Issuance of ordinary shares for share-based payment (Note 37(g)) |
— | |||||||
| Exercise of share-based payment (b) |
( |
) | — | |||||
| |
|
|
|
|||||
| As of December 31, 2021 |
||||||||
| |
|
|
|
|||||
| Repurchase of ordinary shares (a) |
||||||||
| Exercise of share-based payment (b) |
( |
) | — | |||||
| |
|
|
|
|||||
| As of December 31, 2022 |
||||||||
| |
|
|
|
|||||
| (a) | In 2021, the Company’s board of directors authorized share repurchase programs under which the Company could repurchase up to an aggregate of USD |
| (b) | For the year s ended December 31, 2020, 2021 and 2022, the number of treasury shares of |
39 |
Other reserves |
Employee share-based compensation reserve |
Translation differences |
General reserve |
Value of conversion rights - optionally convertible promissory notes (Note 35) |
Value of conversion rights - convertible redeemable preferred shares |
Value of conversion rights - convertible promissory note (Note 34) |
Capital reserve and others |
Total |
|||||||||||||||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
|||||||||||||||||||||||||
| As of January 1, 2020 |
( |
) |
( |
) |
||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| C-round restructuring |
— | — | — | ( |
) | — | ||||||||||||||||||||||||||
| Conversion of Class C ordinary shares to ordinary shares upon IPO |
— | — | — | — | ( |
) | — | — | ( |
) | ||||||||||||||||||||||
| Foreign operation translation difference |
— | — | — | — | — | — | ||||||||||||||||||||||||||
| Appropriation to general reserve |
— | — | — | — | — | — | ||||||||||||||||||||||||||
| Share-based payment |
— | — | — | — | — | — | ||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| As of December 31, 2020 |
( |
) |
||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Employee share-based compensation reserve |
Translation differences |
General reserve |
Value of conversion rights - optionally convertible promissory notes (Note 35) |
Value of conversion rights - convertible promissory note (Note 34) |
Capital reserve and others |
Total |
||||||||||||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||||||||||||||
| As of January 1, 2021 |
( |
) |
||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Exercise of share-based payment |
( |
) | — | — | — | — | — | ( |
) | |||||||||||||||||||
| Foreign operation translation difference |
— | — | — | — | — | |||||||||||||||||||||||
| Appropriation to general reserve |
— | — | — | — | — | |||||||||||||||||||||||
| Share-based payment |
— | — | — | — | — | |||||||||||||||||||||||
| Acquisition of non-controlling interests of a subsidiary |
— | — | — | — | — | |||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| As of December 31, 2021 |
( |
) |
||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
39 |
Other reserves (Continued) |
Employee share-based compensation reserve |
Translation differences |
General reserve |
Value of conversion rights - optionally convertible promissory notes (Note 35) |
Value of conversion rights - convertible promissory note (Note 34) |
Capital reserve and others |
Total |
||||||||||||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||||||||||||||
| As of January 1, 2022 |
( |
) |
||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Exercise of share-based payment |
( |
) | — | — | — | — | — | ( |
) | |||||||||||||||||||
| Foreign operation translation difference |
— | ( |
) | — | — | — | — | ( |
) | |||||||||||||||||||
| Appropriation to general reserve |
— | — | — | — | — | |||||||||||||||||||||||
| Share-based payment |
— | — | — | — | — | |||||||||||||||||||||||
| Redemption and extension of convertible promissory notes (Note 34(a)) |
— | — | — | — | ( |
) | — | ( |
) | |||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| As of December 31, 2022 |
( |
) |
( |
) |
||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
40 |
Retained earnings |
41 |
Commitment |
| (a) | Financing guarantee commitments |
As of December 31, |
||||||||
2021 |
2022 |
|||||||
RMB’000 |
RMB’000 |
|||||||
| Financing guarantee commitments |
||||||||
| |
|
|
|
|||||
42 |
Note to consolidated statements of cash flows |
| (a) | Reconciliation from profit before income tax expenses to cash generated from operating activities: |
Year ended December 31, |
||||||||||||
2020 |
2021 |
2022 |
||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||
| Profits before income tax |
||||||||||||
| Adjustments for: |
||||||||||||
| Depreciation of property and equipment |
||||||||||||
| Depreciation of right-of-use |
||||||||||||
| Amortization of intangible assets |
||||||||||||
| Share of loss/(profit) of associates and joint ventures |
( |
) | ||||||||||
| Net gains on sale of property and equipment, and intangible assets |
||||||||||||
| Net unrealized losses on financial assets at fair value through profit or loss |
||||||||||||
| Non-cash employee benefits expense-share based payment |
||||||||||||
| Asset impairment losses |
||||||||||||
| Credit impairment losses |
||||||||||||
| Finance cost classified as financing activities |
||||||||||||
| Investment income classified as investing activities |
( |
) | ( |
) | ( |
) | ||||||
| Foreign exchange losses/(gains) |
( |
) | ( |
) | ||||||||
| |
|
|
|
|
|
|||||||
| |
|
|
|
|
|
|||||||
| Change in operating assets and liabilities, net of effects from purchase of controlled entity: |
||||||||||||
| Decrease/(increase) in loans to customers and accounts and other receivables |
( |
) | ( |
) | ||||||||
| Increase/(decrease) in accounts and other payables |
( |
) | ||||||||||
| |
|
|
|
|
|
|||||||
| |
|
|
|
|
|
|||||||
42 |
Note to consolidated statements of cash flows (Continued) |
| (b) | Net increase in cash and cash equivalents |
Year ended December 31, |
||||||||||||
2020 |
2021 |
2022 |
||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||
| Cash and cash equivalents at the end of the year |
||||||||||||
| Less: Cash and cash equivalents at the beginning of the year |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
| Net increase in cash and cash equivalents |
||||||||||||
| |
|
|
|
|
|
|||||||
(c) |
Cash and cash equivalents |
Year ended December 31, |
||||||||||||
2020 |
2021 |
2022 |
||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||
| Cash at bank (Note 16) |
||||||||||||
| Less: Time deposits with original maturities of more than 3 months |
( |
) | ( |
) | ( |
) | ||||||
| Add: Provision for impairment losses |
||||||||||||
| |
|
|
|
|
|
|||||||
| Cash and cash equivalents at the end of the year |
||||||||||||
| |
|
|
|
|
|
|||||||
| (d) | Net debt reconciliation |
42 |
Note to consolidated statements of cash flows (Continued) |
| (d) | Net debt reconciliation (Continued) |
Borrowings |
Bond payable |
Convertible promissory note payable |
Convertible redeemable preferred shares |
Lease liabilities |
Optionally convertible promissory note |
Total |
||||||||||||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||||||||||||||
| As of January 1, 2020 |
— |
— |
||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Cash flows |
— | ( |
) | ( |
) | ( |
) | — | ||||||||||||||||||||
| C-round restructuring |
— | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||
| Conversion of Class C ordinary shares to ordinary shares upon IPO |
— | — | — | ( |
) | — | — | ( |
) | |||||||||||||||||||
| Acquisitions-leases |
— | — | — | — | — | |||||||||||||||||||||||
| Disposals-leases |
— | — | — | — | ( |
) | — | ( |
) | |||||||||||||||||||
| Foreign exchange adjustments |
( |
) | — | ( |
) | ( |
) | — | ( |
) | ( |
) | ||||||||||||||||
| Accrued expense |
— | |||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| As of December 31, 2020 |
— |
— |
||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Cash flows |
— | ( |
) | — | ( |
) | ( |
) | ||||||||||||||||||||
| Acquisitions-leases |
— | — | — | — | — | |||||||||||||||||||||||
| Disposals-leases |
— | — | — | — | ( |
) | — | ( |
) | |||||||||||||||||||
| Foreign exchange adjustments |
( |
) | — | ( |
) | — | — | ( |
) | ( |
) | |||||||||||||||||
| Accrued expense |
— | — | ||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| As of December 31, 2021 |
— |
— |
||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Cash flows |
( |
) | — | ( |
) | ( |
) | |||||||||||||||||||||
| Redemption of convertible promissory notes |
— | — | ( |
) | — | — | — | ( |
) | |||||||||||||||||||
| Acquisitions-leases |
— | — | — | — | — | |||||||||||||||||||||||
| Disposals-leases |
— | — | — | — | ( |
) | — | ( |
) | |||||||||||||||||||
| Foreign exchange adjustments |
— | — | ||||||||||||||||||||||||||
| Accrued expense |
— | |||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| As of December 31, 2022 |
— |
|||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
43 |
Share-based payment |
| (a) | Share options |
Average exercise price per share option |
Number of options (in ’000) |
|||||||
Outstanding as of January 1, 2020 |
||||||||
Forfeited during the year |
( |
) | ||||||
As of December 31, 2020 |
||||||||
Forfeited during the year |
( |
) | ||||||
Exercised during the year |
( |
) | ||||||
As of December 31, 2021 |
||||||||
Exercised during the period |
( |
) | ||||||
As of December 31, 2022 |
||||||||
43 |
Share-based payment (Continued) |
| (a) | Share options (Continued) |
Number of options (in ’000) |
||||
Exercise price per share option |
||||
8.00 |
||||
50.00 |
||||
98.06 |
||||
118.00 |
||||
| (b) | PSUs |
43 |
Share-based payment (Continued) |
| (b) | PSUs (Continued) |
Weighted average grant day fair value |
Number of units (in ’000) |
|||||||
Outstanding as of January 1, 2021 |
||||||||
Granted during the year |
||||||||
Exercised during the year |
( |
) | ||||||
Forfeited and other change during the year |
( |
) | ||||||
Outstanding as of December 31, 2021 |
||||||||
Granted during the year |
||||||||
Exercised during the year |
( |
) | ||||||
Forfeited and other change during the year |
( |
) | ||||||
Outstanding as of December 31, 2022 |
||||||||
PSUs granted in Year ended December 31, | ||||
2021 |
2022 | |||
Risk-free rate |
||||
Expected volatility rate |
||||
Expected dividend yield |
||||
44 |
Related parties and related party transactions |
| (a) | Names and relationships with related parties |
Name of related parties |
Relationship with the Company | |
Ping An and its subsidiaries |
44.1 |
Significant transactions with related parties |
Year ended December 31, |
||||||||||||
2020 |
2021 |
2022 |
||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||
Technology platform based income |
||||||||||||
Ping An Insurance (Group) Company of China, Ltd. and its subsidiaries |
||||||||||||
Other income |
||||||||||||
Ping An Insurance (Group) Company of China, Ltd. and its subsidiaries |
||||||||||||
Investment income |
||||||||||||
Ping An Insurance (Group) Company of China, Ltd. and its subsidiaries |
||||||||||||
Finance costs-Interest income |
||||||||||||
Ping An Insurance (Group) Company of China, Ltd. and its subsidiaries |
||||||||||||
Finance costs-Interest expense |
||||||||||||
Ping An Insurance (Group) Company of China, Ltd. and its subsidiaries |
||||||||||||
Sales and marketing expenses, general and administrative expenses, operation and servicing expenses, and technology and analytics expenses |
||||||||||||
Ping An Insurance (Group) Company of China, Ltd. and its subsidiaries |
||||||||||||
Other gains/(losses) – net |
||||||||||||
Ping An Insurance (Group) Company of China, Ltd. and its subsidiaries |
( |
) | ( |
) | ||||||||
44 |
Related parties and related party transactions (Continued) |
44.1 |
Significant transactions with related parties (Continued) |
44 |
Related parties and related party transactions (Continued) |
44.1 |
Significant transactions with related parties (Continued) |
44 |
Related parties and related party transactions (Continued) |
44.2 |
Year end balances with related parties |
As of December 31, |
||||||||
2021 |
2022 |
|||||||
RMB’000 |
RMB’000 |
|||||||
Trade related (i) |
||||||||
Cash |
||||||||
Ping An Insurance (Group) Company of China, Ltd. and its subsidiaries |
||||||||
Account and other receivables and contract assets |
||||||||
Ping An Insurance (Group) Company of China, Ltd. and its subsidiaries |
||||||||
Accounts and other payables and contract liabilities and other liabilities |
||||||||
Ping An Insurance (Group) Company of China, Ltd. and its subsidiaries |
||||||||
44 |
Related parties and related party transactions (Continued) |
44.2 |
Year end balances with related parties (Continued) |
As of December 31, |
||||||||
2021 |
2022 |
|||||||
RMB’000 |
RMB’000 |
|||||||
Non-trade related (ii) |
||||||||
Account and other receivables and contract assets and other assets |
||||||||
Ping An Insurance (Group) Company of China, Ltd. and its subsidiaries |
||||||||
Payable to platform investors, accounts and other payables and contract liabilities and other liabilities |
||||||||
Ping An Insurance (Group) Company of China, Ltd. and its subsidiaries |
||||||||
Financial assets at amortized cost |
||||||||
Ping An Insurance (Group) Company of China, Ltd. and its subsidiaries |
||||||||
Borrowings |
||||||||
Ping An Insurance (Group) Company of China, Ltd. and its subsidiaries |
— | |||||||
Financial assets at fair value through profit or loss |
||||||||
Ping An Insurance (Group) Company of China, Ltd. and its subsidiaries |
— | |||||||
| (i) | The balances with related parties were unsecured, interest-free and repayable on demand. |
(ii) |
These non-trade balances with related parties were mainly for treasury management purpose which are collectable or repayable on demand or within one year. The Company does not plan to settle all non-trade nature related party transactions before Listing. |
44 |
Related parties and related party transactions (Continued) |
44.3 |
Key management personnel compensation |
Year ended December 31, |
||||||||||||
2020 |
2021 |
2022 |
||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||
Wages and salaries |
||||||||||||
Welfare and other benefits |
||||||||||||
Including: Bonuses |
||||||||||||
Share-based payment |
||||||||||||
45 |
Dividends |
46 |
Contingent liability |
47 |
Benefits and interests of directors |
Name |
Director’s fee |
Salaries and bonuses |
Social security and housing fund |
Other benefits |
Total |
|||||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||||||||
Executive Directors: |
||||||||||||||||||||
Cho Yong Suk |
— | |||||||||||||||||||
Gregory Dean Gibb |
— | |||||||||||||||||||
Ji Guangheng |
— | |||||||||||||||||||
Li Renjie |
— | — | ||||||||||||||||||
Non-Executive Directors: |
||||||||||||||||||||
Zhang Xudong |
— | — | — | |||||||||||||||||
Li Weidong |
— | — | — | |||||||||||||||||
Kwong Che Keung Gordon |
— | — | — | |||||||||||||||||
Ha Jiming |
— | — | — | |||||||||||||||||
Yang Rusheng |
— | — | — | |||||||||||||||||
Sin Yin Tan |
— | — | — | — | — | |||||||||||||||
Jason Bo Yao |
— | — | — | — | — | |||||||||||||||
Law Eddie Siu Wah |
— | — | — | — | — | |||||||||||||||
Ip So Lan |
— | — | — | — | — | |||||||||||||||
Ahmed Ali Al-Hammadi |
— | — | — | — | — | |||||||||||||||
Peter Jurdjevic |
— | — | — | — | — | |||||||||||||||
47 |
Benefits and interests of directors (Continued) |
| Name |
Director’s fee |
Salaries and bonuses |
Social security and housing fund |
Other benefits |
Total |
|||||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||||||||
| Executive Directors: |
||||||||||||||||||||
| Cho Yong Suk |
— | |||||||||||||||||||
| Gregory Dean Gibb |
— | |||||||||||||||||||
| Ji Guangheng |
— | |||||||||||||||||||
| Li Renjie |
— | — | ||||||||||||||||||
| Non-Executive Directors: |
||||||||||||||||||||
| Zhang Xudong |
— | — | — | |||||||||||||||||
| Li Weidong |
— | — | — | |||||||||||||||||
| Ha Jiming |
— | — | — | |||||||||||||||||
| Yang Rusheng |
— | — | — | |||||||||||||||||
| Tang Yunwei |
— | — | — | |||||||||||||||||
| Li Xianglin |
— | — | — | |||||||||||||||||
| Sin Yin Tan |
— | — | — | — | — | |||||||||||||||
| Jason Bo Yao |
— | — | — | — | — | |||||||||||||||
| Law Eddie Siu Wah |
— | — | — | — | — | |||||||||||||||
| Peter Jurdjevic |
— | — | — | — | — | |||||||||||||||
| Li Rui |
— | — | — | — | — | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
47 |
Benefits and interests of directors (Continued) |
| Name |
Director’s fee |
Salaries and bonuses |
Social security and housing fund |
Other benefits |
Total |
|||||||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||||||||
| Executive Directors: |
||||||||||||||||||||
| Cho Yong Suk |
— | |||||||||||||||||||
| Gregory Dean Gibb |
— | |||||||||||||||||||
| Ji Guangheng |
— | |||||||||||||||||||
| Non-Executive Directors: |
||||||||||||||||||||
| Zhang Xudong |
— | — | — | |||||||||||||||||
| Li Weidong |
— | — | — | |||||||||||||||||
| Yang Rusheng |
— | — | — | |||||||||||||||||
| Tang Yunwei |
— | — | — | |||||||||||||||||
| Li Xianglin |
— | — | — | |||||||||||||||||
| Li Rui |
— | — | — | — | — | |||||||||||||||
| Ou Hanjie |
— | — | — | — | — | |||||||||||||||
| Cai Fangfang |
— | — | — | — | — | |||||||||||||||
| Fu Xin |
— | — | — | — | — | |||||||||||||||
| Huang Yuqiang |
— | — | — | — | — | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
48 |
Parent company only condensed financial information |
| (a) | Investments accounted for using the equity method |
As of December 31, |
||||||||||||
2020 |
2021 |
2022 |
||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||
Investments in subsidiaries |
||||||||||||
Investments in associates |
||||||||||||
Year ended December 31, |
||||||||||||
2020 |
2021 |
2022 |
||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||
Investment income |
||||||||||||
Income from subsidiaries and VIEs |
||||||||||||
Total income |
||||||||||||
General and administrative expenses |
( |
) | ( |
) | ( |
) | ||||||
Credit impairment losses |
( |
) | ||||||||||
Finance costs |
( |
) | ( |
) | ( |
) | ||||||
Other gains/(losses) - net |
( |
) | ||||||||||
Total expenses |
( |
) |
( |
) |
( |
) | ||||||
Income before income tax expenses |
||||||||||||
Less: Income tax expenses |
( |
) | ||||||||||
Net profit for the year |
||||||||||||
Net profit attributable to: |
||||||||||||
Owners of the Company |
||||||||||||
Other comprehensive income/(loss), net of tax: |
||||||||||||
-Exchange differences on translation of foreign operations |
( |
) | ||||||||||
Total comprehensive income for the year |
||||||||||||
Total comprehensive income attributable to: |
||||||||||||
Owners of the Company |
||||||||||||
48 |
Parent company only condensed financial information (Continued) |
As of December 31, |
||||||||||||
Note |
2021 |
2022 |
||||||||||
RMB’000 |
RMB’000 |
|||||||||||
ASSETS |
||||||||||||
Cash at bank |
16 | |||||||||||
Financial assets at fair value through profit or loss |
17 | |||||||||||
Financial assets at amortized cost |
18 | |||||||||||
Accounts and other receivables and contract assets |
20 | |||||||||||
Investments accounted for using the equity method |
48(a) | |||||||||||
Total assets |
||||||||||||
LIABILITIES |
||||||||||||
Borrowings |
29 |
|||||||||||
Accounts and other payables and contract liabilities |
31 | |||||||||||
Convertible promissory note payable |
34 | |||||||||||
Optionally convertible promissory notes |
35 | |||||||||||
Other liabilities |
||||||||||||
Total liabilities |
||||||||||||
EQUITY |
||||||||||||
Share capital |
37 | |||||||||||
Share premium |
37 | |||||||||||
Treasury shares |
38 | ( |
) | ( |
) | |||||||
Other reserves |
39 | |||||||||||
Retained earnings |
||||||||||||
Total equity |
||||||||||||
Total liabilities and equity |
||||||||||||
48 |
Parent company only condensed financial information (Continued) |
Year ended December 31, |
||||||||||||
2020 |
2021 |
2022 |
||||||||||
RMB’000 |
RMB’000 |
RMB’000 |
||||||||||
Cash flows from operating activities |
||||||||||||
Cash used in operating activities |
( |
) | ( |
) | ||||||||
Net cash generated from/(used in) operating activities |
( |
) |
( |
) |
||||||||
Cash flows from investing activities |
||||||||||||
Capital contribution to consolidated entities |
( |
) | ( |
) | ||||||||
Payment for advances to consolidated entities |
( |
) | ( |
) | ( |
) | ||||||
Receipts of repayments of the advances and capital return from consolidated entities |
||||||||||||
| Proceeds and interest from sale of investment assets |
||||||||||||
Payment for acquisition of investment assets |
( |
) | ( |
) | ||||||||
Net cash generated from/(used in) investing activities |
( |
) |
||||||||||
Cash flows from financing activities |
||||||||||||
Proceeds from issuance of shares and other equity securities |
||||||||||||
Proceeds from exercise of share-based payment |
||||||||||||
Proceeds from borrowings |
||||||||||||
Repayment of borrowings |
( |
) | ( |
) | ( |
) | ||||||
Repayment of convertible promissory note payable |
( |
) | ||||||||||
Payment for interest expenses |
( |
) | ( |
) | ( |
) | ||||||
Payment for dividend declared |
( |
) | ||||||||||
Payment for repurchase of ordinary shares |
( |
) | ||||||||||
Other financing activities |
( |
) | ( |
) | ||||||||
Net cash generated from/(used in) financing activities |
( |
) |
( |
) | ||||||||
Effect of exchange rate changes on cash and cash equivalents |
( |
) |
( |
) |
( |
) | ||||||
Net increase/(decrease) in cash and cash equivalents |
( |
) | ( |
) | ||||||||
Add: Cash and cash equivalents at the beginning of the year |
||||||||||||
Cash and cash equivalents at the end of the year |
||||||||||||
49 |
Subsequent events |