EX-99.1 2 a15-24191_1ex99d1.htm EX-99.1

Exhibit 99.1

 

GRAPHIC

 

Jiayuan Announces Third Quarter 2015 Financial Results

 

BEIJING, China, November 25, 2015 — Jiayuan.com International Ltd. (“Jiayuan” or the “Company”) (NASDAQ: DATE), operator of the largest online dating platform in China, today announced its unaudited financial results for the third quarter ended September 30, 2015.

 

Third Quarter 2015 Highlights1

 

·                      Net revenues for the third quarter 2015 were RMB182.7 million (US$28.7 million), representing a year-over-year increase of 13.1%.

 

·                      Operating income for the third quarter 2015 was RMB9.8 million (US$1.5 million), an increase of over 31 times when compared to RMB305,000 for the corresponding quarter of 2014 and a sequential increase of 8.1% from RMB9.1 million for the previous quarter. Non-GAAP2 operating income for the third quarter 2015 was RMB18.1 million (US$2.8 million), an increase of over 7 times when compared to non-GAAP operating income of RMB2.2 million for the corresponding quarter of 2014 and a sequential increase of 6.0% from RMB17.1 million for the previous quarter.

 

·                      Net income for the third quarter 2015 was RMB14.9 million (US$2.3 million), a year-over-year increase of 413.6% from RMB2.9 million for the corresponding quarter of 2014, and a sequential increase of 29.2% from RMB11.5 million for the previous quarter. Non-GAAP net income for the third quarter of 2015 was RMB23.2 million (US$3.6 million), a year-over-year increase of 386.8% from RMB4.8 million for the corresponding quarter of 2014, and a sequential increase of 18.7% from RMB19.5 million for the previous quarter.

 

“Our focus on improving profitability continued to yield strong results with non-GAAP net income for the quarter surging 386.8% to RMB23.2 million on a year-over-year basis,” commented Mr. Linguang Wu, Chief Executive Officer of Jiayuan. “Our personalized matchmaking business continues to be one of our most exciting growth drivers with revenues increasing 37.7% and same store sales increasing 28.5% on a year-over-year basis. Supporting the increased amount of sales in each location is the new and innovative crowd-sourced part-time matchmaker system we announced last quarter which is currently being expanded to include approximately 1,200 crowd-sourced matchmakers in Beijing. To put this into context, we had around 2,600 full-time matchmakers in our self-run and outsourced stores as of September 30, 2015 which I believe demonstrates the size and scale of this huge and untapped market.”

 

“Qiuai’s user and revenue growth remained solid as it began contributing to profits during the quarter demonstrating the traction our mobile products continue to gain in an ever crowded market. Total activated installments of our app now exceed 47.2 million while logins through mobile devices accounted for 70.3% of total logins during the quarter. We continue to innovate and invest in new products that will help us to build a sustainable business over the long-term.”

 

Mr. Shang Koo, Chief Financial Officer of Jiayuan added, “Our revenue continues to grow steadily despite lower sales and marketing spending this year. However, with our focus now squarely on profitability, total active users dropped on a year over year basis as a result of the reduced spending on user acquisition. Going forward, user acquisition spending will remain stable so user numbers should maintain themselves around this level or increase slightly starting next year.”

 


This announcement contains translations of certain Renminbi (“RMB”) amounts into U.S. dollar (“US$”) amounts at specified rates solely for the convenience of readers. Unless otherwise noted, all translations from RMB amounts into US$ amounts as of and for the quarter ended September 30, 2015, were made at an exchange rate of RMB6.3556 to US$1.00, representing the rate as certified by the H.10 weekly statistical release of the Federal Reserve Board on September 30, 2015. Jiayuan’s functional currency is U.S. dollar and reporting currency is RMB.

2  Explanation of Jiayuan’s non-GAAP financial measures and related reconciliations to GAAP financial measures are included in the accompanying “Non-GAAP Financial Measures’’ and “Reconciliations to Unaudited Condensed Consolidated Statements of Operations”.

 

1



 

Third Quarter 2015 Operational Results

 

The number of average monthly active user accounts3 for the third quarter 2015 was 5,308,039, compared to 6,168,616 in the corresponding period of 2014 and 5,469,361 for the previous quarter.

 

The number of average monthly paying user accounts4 for the third quarter 2015 was 1,405,426, compared to 1,522,838 in the corresponding period of 2014 and 1,487,681 for the previous quarter.

 

Average monthly revenue per paying user (“ARPU”) for online services for the third quarter 2015 was RMB24.5, an increase of 10.9% from RMB22.1 for the corresponding period in 2014 and a slight sequential increase from RMB24.1 for the previous quarter. The increases were mainly attributable to the Company’s continuous efforts in increasing monetization.

 

Third Quarter 2015 Financial Results

 

Jiayuan reported net revenues of RMB182.7 million (US$28.7 million) for the third quarter of 2015, representing a year-over-year increase of 13.1% from RMB161.6 million and an increase of 1.5% from RMB180.0 million for the previous quarter. The increase was primarily due to strong growth from the Company’s personalized matchmaking services.

 

·                      Online services contributed RMB108.8 million (US$17.1 million), or 59.5% of net revenues for the third quarter of 2015, representing a year-over-year increase of 2.1% from RMB106.5 million, compared to RMB113.1 million for the previous quarter. The year-over-year increase was mainly attributable to the increase in ARPU as the Company shifts its focus to profitability.

 

·                     Personalized matchmaking services, contributed RMB68.1 million (US$10.7 million), or 37.3% of net revenues during the third quarter of 2015, representing a year-over-year increase of 37.7% from RMB49.5 million and a quarter-over-quarter increase of 7.9% from RMB63.1 million. The year-over-year and sequential increases were a result of the expanded number of service locations and cities in which the Company offers personalized matchmaking services, as well as sales growth of existing service locations.

 

·                      Events and others contributed RMB5.8 million (US$914,000), or 3.2% of net revenues during the third quarter of 2015, an increase of 4.7% from RMB5.5 million for the corresponding period of 2014 and an increase of 56.3% from RMB3.8 million for the previous quarter. The year-over-year increase was mainly attributable to the increase in the advertisements placed on the Company’s website. The sequential increase was primarily due to increased sponsorship of the Company’s events and the growth of advertising revenue.

 


3  Active user accounts are registered user accounts through which registered users have logged in to the Jiayuan platforms at least once within a calendar month, in the case of user accounts registered in prior months, or on at least two separate days within a calendar month, including the day of completion of the registration process, in the case of user accounts newly registered in the calendar month. In the third quarter of 2015, average monthly active user accounts include active user accounts with Jiayuan.com, izhenxin.com and qiuai.com.

4  In the third quarter of 2015, average monthly paying user accounts include paying user accounts with Jiayuan.com, izhenxin.com and qiuai.com.

 

2



 

Cost of revenues for the third quarter of 2015 was RMB97.5 million (US$15.3 million), representing a year-over-year increase of 30.8% from RMB74.5 million and an increase of 1.3% from RMB96.2 million for the previous quarter. The year-over-year and sequential increases were primarily due to the expansion of personalized matchmaking services, which increased the commissions paid to the Company’s local matchmaking partners.

 

Gross profit for the third quarter of 2015 was RMB85.3 million (US$13.4 million), compared to RMB87.1 million for the corresponding quarter of 2014 and a slight increase from RMB83.8 million for the previous quarter.

 

Selling and marketing expenses were RMB47.1 million (US$7.4 million) for the third quarter of 2015, representing a year-over-year decrease of 27.5% from RMB64.9 million and a slight decrease of 3.1% from RMB48.6 million for the previous quarter. The year-over-year decrease was primarily related to the special marketing campaign for Chinese Valentine’s Day launched during the third quarter of 2014 and the Company’s focus on profitability this quarter.

 

General and administrative expenses were RMB21.6 million (US$3.4 million) for the third quarter of 2015, representing a 35.6% year-over-year increase from RMB15.9 million and an increase of 10.5% from RMB19.6 million for the previous quarter. The year-over-year increase was primarily due to professional fees related to the review and evaluation by the special committee of the Company’s Board of Directors (the “Special Committee”) of certain non-binding proposals regarding a potential “going private” transaction as previously announced by the Company and an increase in employee stock option expenses. The sequential increase was mainly attributable to the increases in human resource costs.

 

Research and development expenses were RMB6.8 million (US$1.1 million) for the third quarter of 2015, representing a year-over-year increase of 14.2% from RMB5.9 million, and a 3.4% increase from RMB6.5 million for the previous quarter. The year-over-year and sequential increases were a result of the growth in the number of research and development personnel in connection with Jiayuan’s focus on improving user experience and mobile expansion.

 

Operating income for the third quarter of 2015 was RMB9.8 million (US$1.5 million), an increase of 3,114.8% from RMB305,000 for the corresponding quarter of 2014, and an increase of 8.1% from RMB9.1 million for the previous quarter. Excluding share-based compensation expenses and professional fees related to the review and evaluation by the Special Committee of certain non-binding proposals regarding a potential “going private” transaction as previously announced by the Company, non-GAAP operating income for the third quarter of 2015 was RMB18.1 million (US$2.8 million), an increase of 734.9% from non-GAAP operating income of RMB2.2 million for the corresponding quarter of 2014 and a slight increase from non-GAAP operating income of RMB17.1 million for the previous quarter. The year-over-year and sequential increases were primarily due to the decrease of selling and marketing expenses.

 

Foreign currency exchange net gain for the third quarter of 2015 was RMB388,000 (US$61,000), compared to a foreign currency exchange net loss of RMB172,000 for the corresponding quarter of 2014 and a foreign currency exchange net gain of RMB33,000 for the previous quarter. The foreign currency exchange net gain for the third quarter of 2015 was mainly attributable to U.S. dollar appreciation against RMB during the period.

 

Net income for the third quarter of 2015 was RMB14.9 million (US$2.3 million), representing a year-over-year increase of 413.6% from RMB2.9 million for the corresponding quarter of 2014 and a sequential increase of 29.2% from RMB11.5 million for the previous quarter. Excluding share-based compensation expenses and professional fees related to the review and evaluation by the Special Committee of certain non-binding proposals regarding a potential “going private” transaction as previously announced by the Company, non-GAAP net income for the third quarter of 2015 was RMB23.2 million (US$3.6 million), an increase of 386.8% from RMB4.8 million for the corresponding quarter of 2014 and an increase of 18.7% from RMB19.5 million for the previous quarter.

 

3



 

Basic and diluted net income per ADS5 for the third quarter of 2015 were RMB0.50 (US$0.08) and RMB0.49 (US$0.08), respectively, compared to basic and diluted net income per ADS of RMB0.10 and RMB0.10 for the corresponding quarter of 2014 and basic and diluted net income per ADS of RMB0.39 and RMB0.38, respectively, for the second quarter of 2015.

 

Excluding share-based compensation expenses and professional fees related to the review and evaluation by the Special Committee of certain non-binding proposals regarding a potential “going private” transaction as previously announced by the Company, non-GAAP basic and diluted net income per ADS for the third quarter of 2015 were RMB0.78 (US$0.12) and RMB0.76 (US$0.12), respectively, compared to non-GAAP basic and diluted net income per ADS of RMB0.16 and RMB0.16 for the corresponding quarter of 2014 and non-GAAP basic and diluted net income per ADS of RMB0.66 and RMB0.64, respectively, for the second quarter of 2015.

 

As of September 30, 2015, Jiayuan had cash and cash equivalents and short-term deposits of RMB480.9 million (US$75.7 million). Cash flows from operating activities for the third quarter of 2015 were RMB19.4 million (US$3.1 million).

 

The weighted average number of ADSs outstanding used in calculating diluted net income per ADS and non-GAAP diluted net income per ADS in the third quarter of 2015 was 30.5 million. As of September 30, 2015, the Company had 33.9 million ADSs outstanding, including 0.7 million ADSs issued to the depository for future exercise of options.

 

Fourth Quarter 2015 Outlook

 

Jiayuan currently expects to generate net revenues in the range of RMB182 million to RMB184 million for the fourth quarter of 2015. This forecast reflects Jiayuan’s current and preliminary view, which is subject to change.

 

Conference Call Information

 

Jiayuan’s management will host a conference call to discuss its results and outlook today, November 25, 2015, at 8:00 a.m. U.S. Eastern Time (9:00 p.m. November 25, 2015 Beijing / Hong Kong Time).

 

Dial-in details for the earnings conference call are as follows:

 

·

United States:

+1-845-6750-438

·

United States (Toll-free):

+1-855-5008-701

·

Hong Kong:

+852-3018-6776

·

China:

400-1200-654

·

International/All other regions:

+65-6713-5440

 

 

 

 

Passcode:

83696161

 

A replay of the conference call may be accessed by phone at the following number until December 2, 2015:

 

International:

+61-2-9003-4211

 

 

Passcode:

83696161

 

A live and archived webcast of the conference call will be available at http://ir.jiayuan.com.

 


5  Basic and diluted net income per ADS are calculated based on net income attributable to ordinary shareholders and the corresponding basic and diluted number of ADSs, assuming that, during each period presented, every two ADSs represent three ordinary shares of Jiayuan.

 

4



 

About Jiayuan

 

Jiayuan.com International Ltd. (“Jiayuan”) (NASDAQ: DATE) operates the largest online dating platform in China. Jiayuan is committed to providing a trusted, effective, and user-focused online dating platform that addresses the dating and marriage needs of China’s rapidly growing urban singles population. As a pioneer in China’s online dating market, Jiayuan ranks first in terms of number of unique visitors, average time spent per user and average page views per user among all online dating websites in China in 2014, according to iResearch. Jiayuan recorded an average of 5.3 million monthly active user accounts in the third quarter of 2015. Every two of Jiayuan’s American Depositary Shares represent three ordinary shares.

 

For more information, please visit http://ir.jiayuan.com.

 

Forward-Looking Statements

 

This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and similar statements. Jiayuan may also make written or verbal forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in verbal statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: our growth strategies; our future business development, including development of new products and services; our ability to attract and retain users; competition in the Chinese online dating markets; changes in our revenues and certain cost or expense items as a percentage of our revenues; the outcome of any litigation or arbitration; the expected growth of the number of Internet and broadband users in China; Chinese governmental policies relating to the Internet and online dating websites and general economic conditions in China and elsewhere. Further information regarding these and other risks is included in our documents filed with the U.S. Securities and Exchange Commission. Jiayuan does not undertake any obligation to update any forward-looking statement, except as required under applicable law. All information provided in this press release is as of the date of the press release, and Jiayuan undertakes no duty to update such information, except as required under applicable law.

 

Non-GAAP Financial Measures

 

We disclose non-GAAP financial measures of operating income, net income and net income per ADS, each of which is adjusted to exclude share-based compensation expense and professional fees related to the review and evaluation by the Special Committee of certain non-binding proposals regarding a potential “going private” transaction as previously announced by the Company. We review non-GAAP financial measures to obtain an additional understanding of our operating performance. We also believe it is useful supplemental information for investors and analysts to assess our operating performance without the effect of non-cash share-based compensation expense, which have been and will continue to be significant recurring expenses in our business and fees related to privatization which are not relevant to our operational activities. For a reconciliation of each of these non-GAAP financial measures to the most directly comparable GAAP financial measures, please see “Reconciliation to Unaudited Condensed Consolidated Statement of Comprehensive Income” included in this press release.

 

However, the use of non-GAAP financial measures has material limitations as an analytical tool. One of the limitations of using non-GAAP financial measures is that it does not include all items that impact our GAAP financial measures during the period. In addition, because non-GAAP financial measures are not calculated in the same manner by all companies, it may not be comparable to other similar titled measures used by other companies. In light of the foregoing limitations, you should not consider non-GAAP financial measures in isolation from or as an alternative to GAAP financial measures. Management compensates for this limitation by providing specific information regarding the GAAP amount excluded from the non-GAAP measure.

 

For investor and media inquiries, please contact:

 

China

 

Sonora Ma

Jiayuan.com International Ltd.

+86 (10) 6442-2321

ir@jiayuan.com

 

Mr. Christian Arnell

Christensen Investor Relations Group

+86-10-5900-1548

carnell@christensenir.com

 

US

 

Ms. Linda Bergkamp

Christensen Investor Relations Group

+1-480-614-3004

Email: lbergkamp@Christensenir.com

 

5



 

JIAYUAN.COM INTERNATIONAL LTD.

 

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

 

(IN THOUSANDS)

 

 

 

September 30,

 

June 30,

 

September 30,

 

 

 

2014

 

2015

 

2015

 

2015

 

 

 

RMB

 

RMB

 

RMB

 

US$

 

ASSETS

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

242,680

 

311,725

 

170,873

 

26,885

 

Short-term deposits

 

312,000

 

160,000

 

310,000

 

48,776

 

Available-for-sale securities

 

15,538

 

16,082

 

29,221

 

4,598

 

Accounts receivable, net

 

34,958

 

37,708

 

39,731

 

6,251

 

Deferred tax assets

 

8,457

 

12,255

 

11,227

 

1,766

 

Prepaid expenses and other current assets

 

63,371

 

69,130

 

105,626

 

16,619

 

Total current assets

 

677,004

 

606,900

 

666,678

 

104,895

 

Non-current assets:

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

93,703

 

88,797

 

86,753

 

13,650

 

Intangible assets, net

 

3,776

 

3,277

 

3,111

 

489

 

Goodwill

 

789

 

789

 

789

 

124

 

Long-term investment

 

 

11,048

 

11,048

 

1,738

 

Other non-current assets

 

1,047

 

1,439

 

1,145

 

180

 

Total assets

 

776,319

 

712,250

 

769,524

 

121,076

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

Deferred revenue, current portion

 

194,792

 

201,122

 

197,339

 

31,050

 

Accounts payable

 

18,118

 

21,587

 

17,749

 

2,793

 

Accrued expenses and other current liabilities

 

44,282

 

59,556

 

97,967

 

15,414

 

Income tax payable

 

19,363

 

16,805

 

17,972

 

2,828

 

Dividend payable

 

125,680

 

 

 

 

Total current liabilities

 

402,235

 

299,070

 

331,027

 

52,085

 

Non-current liabilities:

 

 

 

 

 

 

 

 

 

Deferred revenue, non-current portion

 

3

 

4

 

6

 

1

 

Accrued expenses and other current liabilities, non-current portion

 

6,290

 

6,182

 

7,262

 

1,143

 

Deferred tax liabilities

 

5,017

 

7,294

 

8,755

 

1,378

 

Total liabilities

 

413,545

 

312,550

 

347,050

 

54,607

 

 

 

 

 

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

Ordinary shares

 

352

 

356

 

356

 

56

 

Additional paid-in capital

 

349,049

 

371,716

 

376,860

 

59,296

 

Less: Treasury shares

 

(113,138

)

(119,183

)

(119,183

)

(18,752

)

Statutory reserves

 

9,974

 

10,103

 

10,103

 

1,590

 

Retained earnings

 

127,242

 

147,719

 

162,614

 

25,586

 

Accumulated other comprehensive loss

 

(10,705

)

(11,011

)

(8,276

)

(1,307

)

Total shareholders’ equity

 

362,774

 

399,700

 

422,474

 

66,469

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

776,319

 

712,250

 

769,524

 

121,076

 

 

6



 

JIAYUAN.COM INTERNATIONAL LTD.

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

 

 

 

Three months ended,

 

 

 

September 30, 2014

 

June 30, 2015

 

September 30, 2015

 

 

 

RMB

 

RMB

 

RMB

 

US$

 

 

 

 

 

 

 

 

 

 

 

Net revenues

 

161,575

 

179,953

 

182,713

 

28,748

 

Cost of revenues

 

(74,508

)

(96,200

)

(97,463

)

(15,336

)

 

 

 

 

 

 

 

 

 

 

Gross profit

 

87,067

 

83,753

 

85,250

 

13,412

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Selling and marketing expenses

 

(64,923

)

(48,599

)

(47,094

)

(7,410

)

General and administrative expenses

 

(15,925

)

(19,553

)

(21,598

)

(3,398

)

Research and development expenses

 

(5,914

)

(6,529

)

(6,753

)

(1,063

)

Total operating expenses

 

(86,762

)

(74,681

)

(75,445

)

(11,871

)

 

 

 

 

 

 

 

 

 

 

Operating income

 

305

 

9,072

 

9,805

 

1,541

 

 

 

 

 

 

 

 

 

 

 

Interest income, net

 

4,783

 

3,999

 

4,385

 

690

 

Foreign currency exchange (loss)/gain, net

 

(172

)

33

 

388

 

61

 

Other income/(expenses), net

 

(103

)

(531

)

4,055

 

638

 

Income before income tax

 

4,813

 

12,573

 

18,633

 

2,930

 

Income tax expenses

 

(1,913

)

(1,045

)

(3,738

)

(588

)

 

 

 

 

 

 

 

 

 

 

Net income

 

2,900

 

11,528

 

14,895

 

2,342

 

 

 

 

 

 

 

 

 

 

 

Net income per ADS — Basic

 

0.10

 

0.39

 

0.50

 

0.08

 

Net income per ADS — Diluted

 

0.10

 

0.38

 

0.49

 

0.08

 

 

 

 

 

 

 

 

 

 

 

ADSs used in computing basic net income per ADS

 

29,443,179

 

29,415,931

 

29,584,434

 

29,584,434

 

ADSs used in computing diluted net income per ADS

 

29,881,508

 

30,344,189

 

30,533,982

 

30,533,982

 

 

7



 

JIAYUAN.COM INTERNATIONAL LTD.

 

RECONCILIATIONS TO UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

(IN RMB THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

 

 

 

Three Months Ended September 30, 2014

 

Three Months Ended June 30, 2015

 

Three Months Ended September 30, 2015

 

 

 

GAAP

 

Non-GAAP
Adjustments(a)

 

Non-GAAP

 

GAAP

 

Non-GAAP
Adjustments(b)

 

Non-GAAP

 

GAAP

 

Non-GAAP
Adjustments(c)

 

Non-GAAP

 

Operating income

 

305

 

1,861

 

2,166

 

9,072

 

7,996

 

17,068

 

9,805

 

8,280

 

18,085

 

Net income

 

2,900

 

1,861

 

4,761

 

11,528

 

7,996

 

19,524

 

14,895

 

8,280

 

23,175

 

Basic net income per ADS

 

0.10

 

 

 

0.16

 

0.39

 

 

 

0.66

 

0.50

 

 

 

0.78

 

Diluted net income per ADS

 

0.10

 

 

 

0.16

 

0.38

 

 

 

0.64

 

0.49

 

 

 

0.76

 

ADSs used in computing basic net income per ADS

 

29,443,179

 

 

 

29,443,179

 

29,415,931

 

 

 

29,415,931

 

29,584,434

 

 

 

29,584,434

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ADSs used in computing diluted net income per ADS

 

29,881,508

 

 

 

29,881,508

 

30,344,189

 

 

 

30,344,189

 

30,533,982

 

 

 

30,533,982

 

 

Note:

 


(a)

To adjust for share-based compensation expense.

 

 

(b)

To adjust for share-based compensation expense of RMB4.1 million and RMB3.9 million for professional fees related to the review and evaluation by the Special Committee of certain non-binding proposals regarding a potential transaction regarding the Company as previously announced.

 

 

(c)

To adjust for share-based compensation expense of RMB4.7 million and RMB3.6 million for professional fees related to the review and evaluation by the Special Committee of certain non-binding proposals regarding a potential transaction regarding the Company as previously announced.

 

8