Exhibit 99.1
THE9 LIMITED
INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Page | |
F-2 | |
Condensed Consolidated Balance Sheets as of December 31, 2020 and June 30, 2021 (Unaudited) | F-4 |
F-5 | |
F-7 | |
Notes to the Unaudited Condensed Consolidated Financial Statements | F-8 |
F-1
THE9 LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE (LOSS) INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020
Six month ended June 30, | ||||||
2020 | 2021 | 2021 | ||||
| RMB |
| RMB |
| US$ | |
(Note 3) | ||||||
Revenues: | ||||||
Cryptocurrency mining revenue |
| — | |
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Other revenues |
| | |
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| |||||
Sales taxes |
| — | — |
| — | |
Total net revenues |
| | |
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Cost of cryptocurrency mining | — | ( | ( | |||
Other cost of revenues |
| ( | ( |
| ( | |
Total cost | ( | ( | ( | |||
Gross (loss) profit |
| ( | |
| | |
Operating (expenses) income: | ||||||
Product development |
| ( | ( |
| ( | |
Sales and marketing |
| ( | ( |
| ( | |
General and administrative |
| ( | ( |
| ( | |
Impairment of cryptocurrencies |
| — | ( |
| ( | |
Gain on disposal of subsidiaries |
| | — |
| — | |
Total operating income(expense) |
| | ( |
| ( | |
Other operating income, net |
| | — |
| — | |
Income (loss) from operations |
| | ( |
| ( | |
Impairment on other investments |
| ( | ( |
| ( | |
Interest expense, net |
| ( | ( |
| ( | |
Loss from change in fair value of warrants liability |
| ( | — |
| — | |
Gain from change in fair value of convertible feature derivative liability | — | | | |||
Gain on disposal of subsidiaries |
| — | |
| | |
Gain on disposal of other investments | | — | — | |||
Other (expenses) income, net |
| ( | |
| | |
Foreign transaction exchange loss | — | ( | ( | |||
Income (loss) before income tax expense and share of loss in equity method investments |
| | ( |
| ( | |
Income tax |
| ( | — |
| — | |
Gain on extinguishment of convertible notes | | — | — | |||
Net income (loss) |
| | ( |
| ( | |
Net loss attributable to noncontrolling interest |
| ( | ( |
| ( | |
Net loss attributable to redeemable noncontrolling interest |
| ( | — |
| — | |
Net income (loss) attributable to The9 Limited |
| | ( |
| ( | |
Change in redemption value of redeemable noncontrolling interest |
| ( | — |
| — | |
Net income (loss) attributable to shareholders of ordinary shares |
| | ( |
| ( | |
Other comprehensive (loss) income, net of tax: | ||||||
Currency translation adjustments |
| ( | |
| | |
Total comprehensive income (loss) |
| | ( |
| ( |
F-2
THE9 LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020 (Continued)
Six month ended June 30, | ||||||
2020 | 2021 | 2021 | ||||
| RMB |
| RMB |
| US$ | |
(Note 3) | ||||||
Comprehensive (loss) income attributable to: | ||||||
Noncontrolling interest |
| ( |
| ( |
| ( |
Redeemable noncontrolling interest |
| ( |
| — |
| — |
The9 Limited |
| |
| ( |
| ( |
Net income attributable to shareholders of ordinary shares per share: | ||||||
- Basic and diluted |
| |
| ( |
| ( |
Weighted average number of shares outstanding: | ||||||
- Basic and diluted |
| |
| |
| |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-3
THE9 LIMITED
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2020 AND JUNE 30, 2021
As of | As of | As of | ||||
December 31, | June 30, | June 30, | ||||
2020 | 2021 | 2021 | ||||
RMB | RMB | US$ | ||||
|
|
| (Note 3) | |||
(Unaudited) | (Unaudited) | |||||
ASSETS | ||||||
Current assets: | ||||||
Cash and cash equivalents |
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| |
| |
Accounts receivable, net of allowance for doubtful accounts |
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Advances to suppliers |
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| |
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Prepayments and other current assets, net of allowance for doubtful accounts |
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| |
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Amounts due from related parties |
| |
| |
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Intangible assets - cryptocurrencies |
| — |
| |
| |
Total current assets |
| |
| |
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Investments |
| — |
| |
| |
Property, equipment and software, net |
| |
| |
| |
Operating lease right-of-use assets | | | | |||
TOTAL ASSETS |
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|
| ||
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS’ EQUITY (DEFICIT) | ||||||
Current liabilities: | ||||||
Accounts payable | | | | |||
Other taxes payable |
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| |
| |
Advances from customers |
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Amounts due to related parties |
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Refund of game points |
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| |
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Warrants payable | | — | — | |||
Convertible notes, net of debt discount | — | | | |||
Interest payable | — | | | |||
Conversion feature derivative liability | — | | | |||
Accrued expenses and other current liabilities |
| |
| |
| |
Current portion of operating lease liabilities of the consolidated VIE without recourse to the Group | | | | |||
Total current liabilities |
| |
| |
| |
Non-current portion of operating lease liabilities of the consolidated VIE without recourse to the Group | | — | — | |||
TOTAL LIABILITIES |
| |
| |
| |
Commitments and contingencies (Note 18) | ||||||
Redeemable noncontrolling interest |
| |
| — |
| — |
SHAREHOLDERS' EQUITY (DEFICIT): | ||||||
Class A ordinary shares (US$ | | | | |||
Class B ordinary shares (US$ | | | | |||
Additional paid-in capital |
| |
| |
| |
Statutory reserves |
| |
| |
| |
Accumulated other comprehensive loss |
| ( |
| ( |
| ( |
Accumulated deficit |
| ( |
| ( |
| ( |
The9 Limited shareholders' equity (deficit) |
| ( |
| |
| |
Noncontrolling interest |
| ( |
| ( |
| ( |
Total shareholders' equity (deficit) |
| ( |
| |
| |
TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS' EQUITY |
| |
| |
| |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2020
Additional | Accumulated other | Equity (deficit) | Total | |||||||||||||||
paid-in | Statutory | comprehensive | Accumulated | attributable to | Noncontrolling | shareholders' | ||||||||||||
Ordinary shares | capital | reserves | income (loss) | deficit | The9 Limited | interest | equity (deficit) | |||||||||||
(US$0.01 par value) | ||||||||||||||||||
| Number of shares |
| Par value |
|
|
|
|
|
|
| ||||||||
RMB | RMB | RMB | RMB | RMB | RMB | RMB | RMB | |||||||||||
Balance as of January 1, 2020 | |
| |
| |
| |
| ( |
| ( |
| ( |
| ( |
| ( | |
Net income (loss) | — |
| — |
| — |
| — |
| — |
| |
| |
| ( |
| | |
Currency translation adjustments | — |
| — |
| — |
| — |
| ( |
| — |
| ( |
| ( |
| ( | |
Accretion in redemption value of redeemable noncontrolling interest | — | — | ( | — | — | — | ( | — | ( | |||||||||
Issuance of ordinary shares | | | | — | — | — | | — | | |||||||||
Share-based compensation | |
| |
| |
| — |
| — |
| — |
| |
| — |
| | |
Equity on conversion option of convertible notes | — | — | | — | — | — | | — | | |||||||||
Reversal of statutory reserves due to disposal of subsidiaries | — | — | — | ( | — | | — | — | — | |||||||||
Balance as of June 30, 2020 | |
| |
| |
| |
| ( |
| ( |
| ( |
| ( |
| ( |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2021 (Continued)
Additional | Accumulated other | Equity (deficit) | Total | |||||||||||||||
| paid-in | Statutory | comprehensive | Accumulated | attributable to | Noncontrolling | Shareholders' | |||||||||||
Ordinary shares | capital | reserves | loss | deficit | The9 Limited | interest | equity (deficit) | |||||||||||
(US$0.01 par value) | ||||||||||||||||||
Number of shares | Par value | |||||||||||||||||
|
| RMB |
| RMB |
| RMB |
| RMB |
| RMB |
| RMB |
| RMB |
| RMB | ||
Balance as of January 1, 2021 | |
| |
| |
| |
| ( |
| ( |
| ( |
| ( |
| ( | |
Net loss | — |
| — |
| — |
| — |
| — |
| ( |
| ( |
| ( |
| ( | |
Currency translation adjustments | — |
| — |
| — |
| — |
| |
| — |
| |
| — |
| | |
Issuance of ordinary shares | | | | — | — | — | | — | | |||||||||
Share-based compensation | |
| |
| |
| — |
| — |
| — |
| |
| — |
| | |
Disposal of Red5 | — | — | | — | — | — | | | | |||||||||
Issuance of convertible notes | | | ( | — | — | — | ( | — | ( | |||||||||
Exercise of warrants | | | ( | — | — | — | | — | | |||||||||
Balance as of June 30, 2021 | |
| |
| |
| |
| ( |
| ( |
| |
| ( |
| | |
Balance as of June 30, 2021 (US$ except share data, Note 3) | |
| |
| |
| |
| ( |
| ( |
| |
| ( |
| |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-6
THE9 LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND 2021
Six months ended June 30, | ||||||
| 2020 | 2021 | 2021 | |||
| RMB |
| RMB |
| US$ | |
(Note 3) | ||||||
Cash flows from operating activities: |
| |
| ( |
| ( |
Net income (loss) |
|
|
| |||
Adjustments for: |
|
|
| |||
(Gain) Loss on disposal of property, equipment and software |
| ( |
| |
| |
(Gain) Loss on disposal of subsidiaries |
| ( |
| ( |
| ( |
Impairment of cryptocurrencies | | | | |||
Gain on disposal of other investments | ( | — | — | |||
Share-based compensation expenses |
| |
| |
| |
Impairment on other investments |
| |
| |
| |
Consulting fee paid by issuance of shares |
| |
| — |
| — |
Depreciation and amortization of property, equipment and software |
| |
| |
| |
Gain on extinguishment of convertible notes | ( | — | — | |||
Foreign currency exchange loss |
| |
| |
| |
Exercise of warrants | | ( | ( | |||
Gain from change in fair value of conversion feature derivative liability | | ( | ( | |||
Loss from change in fair value of warrant liability |
| |
| — |
| — |
Amortization of debt discount and interest on convertible notes |
| |
| |
| |
Non-cash lease expense | | | | |||
Changes in operating assets and liabilities: |
|
| ||||
Change in accounts receivable |
| ( |
| — |
| — |
Change in advances to suppliers |
| |
| ( |
| ( |
Change in prepayments and other current assets |
| ( |
| ( |
| ( |
Change in intangible assets - cryptocurrencies | | ( | ( | |||
Change in right-of-use assets | | | | |||
Change in accounts payable |
| |
| ( |
| ( |
Change in amounts due to related parties |
| ( |
| |
| |
Change in other taxes payable |
| ( |
| |
| |
Change in advances from customers |
| |
| ( |
| ( |
Change in interest payable |
| |
| |
| |
Change in accrued expenses and other current liabilities |
| ( |
| ( |
| ( |
Change in lease liabilities | ( | ( | ( | |||
Net cash used in operating activities |
| ( |
| ( |
| ( |
Cash flows from investing activities |
|
|
| |||
Loan to an equity method investment | | ( | ( | |||
Proceeds from disposal of property, equipment and software |
| |
| |
| |
Proceeds from disposal of assets and liabilities classified as held-for-sale |
| |
| — |
| — |
Purchase of property, equipment and software |
| |
| ( |
| ( |
Purchase of Intangible assets | | ( | ( | |||
Purchase of other investment | | ( | ( | |||
Net cash provided by (used in) investing activities |
| |
| ( |
| ( |
Cash flows from financing activities: |
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|
| ||
Proceeds from the issuance of convertible notes |
| |
| |
| |
Proceeds from issuance of ordinary shares | | | | |||
Issuance fee |
| |
| ( |
| ( |
Repayment of loans from a related party | ( | ( | ( | |||
Repayments of convertible notes and interest- free loan |
| ( |
| — |
| — |
Net cash (used in) provided by financing activities |
| ( |
| |
| |
Effect of foreign exchange rate changes on cash and cash equivalents |
| ( |
| ( |
| ( |
Net change in cash and cash equivalents |
| |
| |
| |
Cash and cash equivalents, beginning of period |
| |
| |
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Cash and cash equivalents, end of period |
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Non-cash investing and financing activities |
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| |||
Conversion of warrant payable |
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Debt discounted on convertible notes |
| |
| |
| |
Share issued for purchase of Bitcoin mining machine |
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| |
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Right of use assets obtained in exchange of lease obligations | | | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-7
THE9 LIMITED
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND NATURE OF OPERATIONS
The accompanying consolidated financial statements include the financial statements of The9 Limited (“the Company”), which was incorporated on December 22, 1999 in the Cayman Islands, its subsidiaries and variable interest entities (“VIE subsidiaries” or ”VIEs”), collectively referred to as the “Group”.
The Group had been operating an online game business before the Group’s listing until this year, the Group has turned our business focus to blockchain business and are primarily engaged in the operation of cryptocurrency mining and a Non-Fungible Token platform NFTSTAR. The Company’s principal subsidiaries and VIEs are as follows as of June 30, 2021:
| Date of |
| Place of |
| Legal |
| |
Name of Entity | Registration | Registration | Ownership |
| |||
Principal subsidiaries: | |||||||
GameNow.net (Hong Kong) Ltd. (“GameNow Hong Kong”) |
|
|
| | % | ||
China The9 Interactive Limited (“C9I”) |
|
|
| | % | ||
China The9 Interactive (Beijing) Ltd. (“C9I Beijing”) |
|
|
| | % | ||
JiuTuo (Shanghai) Information Technology Ltd. (“Jiu Tuo”) |
|
|
| | % | ||
China Crown Technology Ltd. (“China Crown Technology”) |
|
|
| | % | ||
Asian Development Ltd. (“Asian Development”) |
|
|
| | % | ||
Asian Way Development Ltd. (“Asian Way”) |
|
|
| | % | ||
New Star International Development Ltd. (“New Star”) |
|
|
| | % | ||
The9 Interactive, Inc. (“The9 Interactive”) |
|
|
| | % | ||
Shanghai Jiu Gang Electronic technology Ltd. (“Jiu Gang”) |
|
|
| | % | ||
City Channel Ltd. (“City Channel”) |
|
|
| | % | ||
The9 Singapore Pte. Ltd. (“The9 Singapore”) |
|
|
| | % | ||
Ninebit Inc. (“Ninebit”) |
|
|
| | % | ||
1111 Limited (“1111”) |
|
|
| | % | ||
Supreme Exchange Limited (“Supreme”) |
|
|
| | % | ||
BET 111 Ltd. (“Bet 111”) | | % | |||||
Coin Exchange Ltd (“Coin”) | | % | |||||
The9 EV Limited (“The9 EV”) | | % | |||||
NBTC Limited (“NBTC”) | | % | |||||
FF The9 China Joint Venture Limited (“FF The9”) | | % | |||||
Huiling Computer Technology Consulting (Shanghai) Co.Ltd. (“Huiling”) | | % | |||||
Leixian Information Technology (Shanghai) Co., Ltd. (“Leixian”) | | % | |||||
Niulian Technology Ltd. (“Niulian”) | | % | |||||
Shanghai Yu You Network Technology Co., Ltd. (“Yuyou”) | | % | |||||
Variable interest entity: | |||||||
Shanghai The9 Information Technology Co., Ltd. (“Shanghai IT”) (Note 4) |
|
|
| N/A |
F-8
Subsidiaries and VIEs of Shanghai IT:
|
|
| Legal |
| |||
Date of | Place of | Ownership Held |
| ||||
Name of Entity | Registration | Registration | by Shanghai IT |
| |||
Shanghai Jiushi Interactive Network Technology Co., Ltd. (“Jiushi”) |
|
|
| | % | ||
Shanghai ShencaiChengjiu Information Technology Co., Ltd. (“SH Shencai”) |
|
|
| | % | ||
Wuxi Interest Dynamic Network Technology Co., Ltd. (“Wuxi Qudong”) |
|
|
| | % | ||
Changsha Quxiang Network Technology Co., Ltd. (“Changsha Quxiang”) |
|
|
| | % | ||
Silver Express Investments Ltd. (“Silver Express”) |
|
|
| | % |
2. PRINCIPAL ACCOUNTING POLICIES
<1> Basis of presentation
The unaudited condensed consolidated financial statements are unaudited. In the opinion of management, all adjustments consisting of normal recurring accruals and disclosures necessary for a fair presentation of these interim condensed consolidated financial statements have been included. The results reported in the unaudited condensed consolidated financial statements for any interim periods are not necessarily indicative of the results that may be reported for the entire year.
The unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. These unaudited condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s annual report on Form 20-F for the year ended December 31, 2020 filed with the SEC on March 29, 2021.
The condensed consolidated balance sheet as of December 31, 2020 included herein has been derived from the audited consolidated financial statements as of December 31, 2020 but does not include all disclosures required by the U.S. GAAP.
Significant accounting policies followed by the Group in the preparation of the accompanying consolidated financial statements are summarized below.
<2> Consolidation
The consolidated financial statements include the financial statements of The9 Limited, its subsidiaries and VIEs in which it has a controlling financial interest. A subsidiary is consolidated from the date on which the Group obtained control and continues to be consolidated until the date that such control ceases. A controlling financial interest is typically determined when a company holds a majority of the voting equity interest in an entity. If the Group demonstrates its ability to control a VIE through its rights to all the residual benefits of the VIE and its obligation to fund losses of the VIE, then the VIE is consolidated. All intercompany balances and transactions between The9 Limited, its subsidiaries and VIEs have been eliminated in consolidation.
In April 2010, the Group acquired a controlling interest in Red 5. In June 2016, the Group completed a share exchange transaction with L&A International Holding Limited (“L&A”) and certain other shareholders of Red 5. After the
F-9
transaction, the Group owned
PRC laws and regulations currently prohibit or restrict foreign ownership of internet-related business. In September 2009, the General Administration of Press and Publication Radio, Film and Television (“GAPPRFT”) further promulgated the Circular Regarding the Implementation of the Department Reorganization Regulation by State Council and Relevant Interpretation by State Commission Office for Public Sector Reform to Further Strengthen the Administration of Pre-approval on Online Games and Approval on Import Online Games (the “GAPP Circular”). Pursuant to Administrative Measures on Network Publication (the “Network Publication Measures”) jointly issued by GAPPRFT and the Ministry of Information Industry (which has subsequently been reorganized as the Ministry of Industry and Information Technology) (“MIIT”) on February 4, 2016, effective from March 2016, wholly foreign-owned enterprises, Sino-foreign equity joint ventures and Sino-foreign cooperative enterprises shall not engage in the provision of web publishing services, including online game services. Prior examination and approval by GAPPRFT are required on project cooperation involving internet publishing services between an internet publishing services and a wholly foreign-owned enterprise, Sino-foreign equity joint venture, or Sino-foreign cooperative enterprise within China or an overseas organization or individual. It is unclear whether PRC authorities will deem our VIE structure as a kind of such “manners of cooperation” by foreign investors to gain control over or participate in domestic online game operators, and it is not clear whether GAPPRFT and MIIT have regulatory authority over the ownership structures of online game companies based in China and online game operations in China. Therefore, the Group believes that its ability to direct those activities of its VIEs that most significantly impact their economic performance is not affected by the GAPP Circular.
<3> Use of estimates
The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported revenues and expenses during the reported periods. Significant accounting estimates reflected in the Group’s consolidated financial statements include the valuation of non-marketable equity investments and determination of other-than-temporary impairment, allowance for doubtful accounts, revenue recognition, assessment of impairment of other long-lived assets, assessment of impairment of advances to suppliers and other advances, incremental borrowing rates for lease assessment, fair value of redeemable noncontrolling interest, fair value of the warrants, share-based compensation expenses, consolidation of VIEs, valuation allowances for deferred tax assets, and contingencies. Such accounting policies are affected significantly by judgments, assumptions and estimates used in the preparation of our consolidated financial statements, and actual results could differ materially from these estimates.
<4> Foreign currency translation
The Group’s reporting currency is the Renminbi (“RMB”). The Group’s functional currency, with the exception of its subsidiaries, The9 Interactive, is the RMB. The functional currency ofThe9 Interactive is the United States dollar ("US$" or "U.S. dollar"), U.S. dollar, and Singapore dollar, respectively. Assets and liabilities of The9 Interactive are translated at the current exchange rates quoted by the People’s Bank of China (the “PBOC”) in effect at the balance sheet dates. Equity accounts are translated at historical exchange rates and revenues and expenses are translated at the average exchange rates in effect during the reporting period to RMB. Gains and losses resulting from foreign currency translation to reporting currency are recorded in accumulated other comprehensive income (loss) in the consolidated statements of changes in equity for the years presented.
Transactions denominated in currencies other than functional currencies, are translated into functional currencies at the exchange rates prevailing at the dates of the transactions. Gains and losses resulting from foreign currency transactions are included in the consolidated statements of operations and comprehensive loss. Monetary assets and liabilities denominated in foreign currencies are translated into functional currencies using the applicable exchange rates at the
F-10
balance sheet dates. All such exchange gains and losses are included in foreign exchange (loss) gain in the consolidated statements of operations and comprehensive loss.
<5> Cash and cash equivalents
Cash and cash equivalents represent cash on hand and highly liquid investments with a maturity date when acquired of three months or less. As of December 31, 2020 and June 30, 2021, cash and cash equivalents were comprised primarily of bank deposits where cash is deposited with reputable financial institutions.
The RMB is not a freely convertible currency. The PRC State Administration for Foreign Exchange, under the authority of the PBOC, controls the conversion of RMB into foreign currencies. The value of the RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in China’s foreign exchange trading system market.
<6> Allowance for doubtful accounts
Starting from January 1, 2020, the Group adopted Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost and is codified in Accounting Standards Codification (“ASC”) Topic 326, Credit Losses (“ASC 326”). ASU 2016-13 replaces the existing incurred loss impairment model and introduces an expected loss approach with macroeconomic forecasts referred to as a current expected credit losses (“CECL”) methodology, which will result in more timely recognition of credit losses. There was no significant impact on the consolidated financial statements and related disclosures as a result. Under the incurred loss methodology, credit losses are only recognized when the losses are probable of having been incurred. The CECL methodology requires that the full amount of expected credit losses for the lifetime of the financial instrument be recorded at the time it is originated or acquired, considering relevant historical experience, current conditions and reasonable and supportable macroeconomic forecasts that affect the collectability of financial assets, and adjusted for changes in expected lifetime credit losses subsequently, which may require earlier recognition of credit losses.
Accounts receivable mainly consist of receivables from third-party game platforms, and other receivables, which are included in prepayments and other current assets, both of which are recorded net of allowance for doubtful accounts. Allowances for doubtful accounts are charged to general and administrative expenses.
<7> Investments in equity method investee and loan to equity method investee
Equity investments are comprised of investments in privately held companies. The Group uses the equity method to account for an equity investment over which it has the ability to exert significant influence but does not otherwise have control. The Group records equity method investments at the cost of acquisition, plus the Group’s share in undistributed earnings and losses since acquisition. For equity investments over which the Group does not have significant influence or control, the cost method of accounting is used.
The Group has historically provided financial support to certain equity investees in the form of loans. If the Group’s share of the undistributed losses exceeds the carrying amount of an investment accounted for by the equity method, the Group continues to report losses up to the investment carrying amount, including any loans balance due from the equity investees.
The Group assesses its equity investments and loans to equity investees for impairment on a periodic basis by considering factors including, but not limited to, current economic and market conditions, the operating performance of the investees including current earnings trends, the technological feasibility of the investee’s products and technologies, the general market conditions in the investee’s industry or geographic area, factors related to the investee’s ability to remain in business, such as the investee’s liquidity, debt ratios, cash burn rate, and other company-specific information including recent financing rounds. If it has been determined that the equity investment is less than its related fair value
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and that this decline is other-than-temporary, the carrying value of the investment and loan to equity investee is adjusted downward to reflect these declines in value.
<8> Property, equipment and software, net
Property, equipment and software are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the following estimated useful lives:
Leasehold improvements |
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Computer and equipment | ||
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Software | ||
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Office furniture and fixtures | ||
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Motor vehicles | ||
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Office buildings |
In September 2019, the Group entered into a sale purchase agreement with Kapler Pte. Ltd. to sell
Management has assessed the basis of depreciation of the Group’s Crypto-currency Machines used to verify digital currency transactions and generate digital currencies and believes they should be depreciated over a
● | the complexity of the transaction verification process which is driven by the algorithms contained within the bitcoin open source software; |
● | the general availability of appropriate computer processing capacity on a global basis (commonly referred to in the industry as hashing capacity which is measured in Petahash units); and |
● | technological obsolescence reflecting rapid development in the transaction verification server industry such that more recently developed hardware is more economically efficient to run in terms of digital assets generated as a function of operating costs, primarily power costs i.e. the speed of hardware evolution in the industry is such that later hardware models generally have faster processing capacity combined with lower operating costs and a lower cost of purchase. |
The Group operates in an emerging industry for which limited data is available to make estimates of the useful economic lives of specialized equipment. Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. This assessment takes into consideration the availability of historical data and management’s expectations regarding the direction of the industry including potential changes in technology. Management will review this estimate annually and will revise such estimates as and when data comes available.
To the extent that any of the assumptions underlying management’s estimate of useful life of its transaction verification servers are subject to revision in a future reporting period either as a result of changes in circumstances or through the availability of greater quantities of data then the estimated useful life could change and have a prospective impact on depreciation expense and the carrying amounts of these assets.
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<9> Land use rights, net
Land use rights represents operating lease prepayments to the PRC’s Land Bureau for usage of the parcel of land located at Zhangjiang, Shanghai. Amortization is calculated using the straight-line method over the estimated land use rights period of
In September 2019, the Group entered into a sale purchase agreement with Kapler Pte. Ltd. to sell three subsidiaries which hold the land use rights and office buildings located at Zhangjiang, Shanghai. The transaction for the disposal of three subsidiaries was completed in February 2020 and the Group owned no land use rights as of June 30, 2021.
<10> Impairment of long-lived assets
The Group evaluates its long-lived assets, including finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable or that the useful life is shorter than the Group had originally estimated. The Group assesses the recoverability of the long-lived assets by comparing the carrying amount to the estimated future undiscounted cash flow expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, the Group would recognize an impairment loss based on the fair value of the assets.
Indefinite-lived intangible assets are tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test consists of a comparison of the fair value of the intangible asset to its carrying amount. If the carrying amount exceeds the fair value, an impairment loss is recognized in an amount equal to that excess.
<11> Revenue recognition
The Group recognizes revenues when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration expected to be entitled to in exchange for those goods or services. Depending on the terms of the contract and the laws that apply to the contract, control of the goods or services may be transferred over time or at a point in time. The Group does not believe that significant management judgments are involved in revenue recognition. Under ASC 606, Revenue from contracts with customers, the core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:
● | Step 1: Identify the contract with the customer; |
● | Step 2: Identify the performance obligations in the contract; |
● | Step 3: Determine the transaction price; |
● | Step 4: Allocate the transaction price to the performance obligations in the contract; and |
● | Step 5: Recognize revenue when the Company satisfies a performance obligation. |
In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract).
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If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct.
The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following:
● | Variable consideration |
● | Constraining estimates of variable consideration |
● | The existence of a significant financing component in the contract |
● | Noncash consideration |
● | Consideration payable to a customer |
Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate.
Majority of the Group’s cryptocurrency mining revenues was Bitcoin. The Group generates our Bitcoin mining revenues through provision of computing power, or hash rate, in crypto asset transaction verification services to Bitcoin mining pools. In exchange for that, the Group are entitled to receive a fractional share of the Bitcoin award from the Bitcoin mining pools. The transaction consideration the Group receives is noncash consideration, which the Group measure at fair value on the date received, which is not materially different than the fair value at contract inception. The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pools successfully place a block and we receive confirmation of the consideration, at which time revenue is recognized.
Other than Bitcoins, the Group is also engaged in the mining of Chia and Filecoins. The Group generates Chia and Filecoins mining revenues through provision of computing storage space to the main networks. In exchange for that, The Group is entitled to receive a fractional share of the Chia and Filecoins awards from the main networks.
For Chia mining, the revenue recognition is the same as Bitcoins under ASC 606. The9 recognizes Chia mining revenue at fair value on the date the Group receives Chia awards.
For Filecoin mining, unlike other cryptocurrency mining, Filecoin mining main network requires miners not only to contribute mining machines with computing storage space, but miners also need to pledge certain amount of Filecoins to the main network to start the Filecoin mining. Then Filecoin main network will continuously reward the miners by Filecoin awards. Upon the end of the mining process, which is typically a 540 days process, the Filecoin main network will release the pledged Filecoins to the miners. The Group cooperates with a third party company where we contribute mining machines and the third party contributes Filecoins for pledging to the Filcoin main network. Under this mining cooperation, the Filecoins mined are distributed to the third party ahead of us according to the agreed distribution schedule. Therefore in the early stage of the 540 days mining process, the Group does not own any Filecoin. Since it is not probable that a significant reversal of cumulative revenue will not occur, the Group does not recognized any Filecoin mining revenue before the Group starts to own the Filecoins being mined. Only when the Group starts to own the Filecoins being mined (after the distribution made to the third party under the agreed distribution schedule), the Group will start to recognize Filecoin mining revenue at fair value on the date the Group receives and own the Filecoin awards.
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<12> Convertible notes and warrants
Derivative Liabilities and Beneficial Conversion Feature ("BCF")
The Group evaluates its convertible debt, options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with Accounting Standards Codification Topic 815, Accounting for Derivative Instruments and Hedging Activities (“ASC 815”) as well as related interpretations of this standard and Accounting Standards Update 2020-06, which was adopted by the Group effective January 1, 2021. The Group recognizes derivative instruments as either assets or liabilities in the balance sheet and are measured at fair values with gains or losses recognized in earnings. Embedded derivatives that are not clearly and closely related to the host contract are bifurcated and are recognized at fair value with changes in fair value recognized as either a gain or loss in earnings. The result of this accounting treatment is that the fair value of the derivative instrument is marked-to-market each balance sheet date and with the change in fair value recognized in the statement of operations as other income or expense.
Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation than that the related fair value is removed from the books. Gains or losses on debt extinguishment are recognized in the statement of operations upon conversion, exercise or cancellation of a derivative instrument after any shares issued in such a transaction are recorded at market value. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Instruments that become a derivative after inception are recognized as a derivative on the date they become a derivative with the offsetting entry recorded in earnings.
The Group determines the fair value of derivative instruments and hybrid instruments, considering all of the rights and obligations of each instrument, based on available market data using the Black-Scholes model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution and risk-free rates) necessary to fair value these instruments. For instruments in default with no remaining time to maturity the Group uses a one-year term for their years to maturity estimate unless a sooner conversion date can be estimated or is known. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as Black-Scholes model) are highly volatile and sensitive to changes in the trading market price of our common stock.
ASU 2020-06 changed the accounting for convertible instruments. It requires convertible debt instruments to be accounted for under one of the following three models: embedded derivative, substantial premium, or no proceeds allocated (traditional debt) models. It eliminated the cash conversion and beneficial conversion feature models.
Warrants
The Group account for the warrants issued in connection with equity-linked instrument under authoritative guidance on accounting from ASC 480, Distinguishing Liabilities from Equity and ASC 815, Derivatives and Hedging. The Group classify warrants in its consolidated balance sheet as a liability or equity based on the nature and characteristics of each warrant issued. For those warrants classified as equity, there is no remeasurement to the warrants after initial recognition. For those warrants classified as liability, the proceeds are allocated first to the liability classified warrants at the full fair value then the remaining proceeds allocated to the equity instruments offered. The warrants are initial recognized on its fair value as of issuance date then remeasured at each reporting period and adjusted to fair value. The changes in the fair value of the warrant liability are recorded in the income of the period.
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<13> Share-based compensation
The Group has granted share-based compensation awards to certain employees under several equity plans. The Group measures the cost of employee services received in exchange for an equity award, based on the fair value of the award at the date of grant. Share-based compensation expense is recognized net of estimated forfeitures, determined based on historical experience. The Group recognizes share-based compensation expense over the requisite service period. For performance and market-based awards which also require a service period, the Group uses graded vesting over the longer of the derived service period or when the performance condition is considered probable. The Company determines the grant date fair value of stock options using a Black-Scholes Model with assumptions made regarding expected term, volatility, risk-free interest rate, and dividend yield. The fair value of the stock options containing a market condition is estimated using a Monte Carlo simulation model. For options awarded by private subsidiaries of the Group, the fair value of shares is estimated based on the equity value of the subsidiary. The Group evaluates the fair value of the subsidiary by making judgments and assumptions about the projected financial and operating results of the subsidiary. Once the equity value of the subsidiary is determined, it is allocated (as applicable) into the various classes of shares and options using the option-pricing method, which is one of the generally accepted valuation methodologies. On January 1, 2019, the Group adopted ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvement to Nonemployee Share-based Payment Accounting to amend the accounting for share-based payment awards issued to nonemployees. Under ASU 2018-07, the accounting for awards to non-employees is similar to the model for employee awards.
The expected term represents the period of time that stock-based awards granted are expected to be outstanding. The expected term of stock-based awards granted is determined based on historical data on employee exercise and post-vesting employment termination behavior. Expected volatilities are based on historical volatilities of the Company’s ordinary shares. Risk-free interest rate is based on United States government bonds issued with maturity terms similar to the expected term of the stock-based awards.
The Group recognizes compensation expense, net of estimated forfeitures, on all share-based awards on a straight-line basis over the requisite service period, which is generally a
For stock option modifications, the Group compares the fair value of the original award immediately before and after the modification. For modifications, or probable-to-probable vesting conditions, the incremental fair value of fully vested awards is recognized as expense on the date of the modification, with the incremental fair value of unvested awards recognized ratably over the new service period.
<14> Leases
The Group applied ASC 842, Leases, on January 1, 2019 on a modified retrospective basis and has elected not to recast comparative periods. Right-of-use ("ROU") assets represent the Group's right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. The operating lease ROU assets and liabilities are recognized at lease commencement date based on the present value of lease payments over the lease term. As most of the Group's leases do not provide an implicit rate, the Company uses the PBOC's incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The Group's lease terms may include options to extend or terminate the lease. Renewal options are considered within the ROU assets and lease liability when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
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For operating leases with a term of one year or less, the Group has elected to not recognize a lease liability or ROU asset on its consolidated balance sheet. Instead, it recognizes the lease payments as expense on a straight-line basis over the lease term. Short-term lease expense is immaterial to its consolidated statements of operations, comprehensive loss, and cash flows. The Group has operating lease agreements with insignificant non-lease components and has elected the practical expedient to combine and account for lease and non-lease components as a single lease component.
<15> Income taxes
Current income taxes are provided for in accordance with the laws and regulations applicable to the Group as enacted by the relevant tax authorities. Income taxes are accounted for under the asset and liability method. Deferred taxes are determined based upon differences between the financial reporting and tax bases of assets and liabilities at currently enacted statutory tax rates for the years in which the differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized as income in the period of change. A valuation allowance is provided on deferred tax assets to the extent that it is more likely than not that such deferred tax assets will not be realized. The total income tax provision includes current tax expenses under applicable tax regulations and the change in the balance of deferred tax assets and liabilities.
The Group recognizes the impact of an uncertain income tax position at the largest amount that is more-likely-than not to be sustained upon audit by the relevant tax authority. Income tax related interest is classified as interest expenses and penalties as income tax expense. Since February 2021, we started its cryptocurrency mining business in China. Since this is a new industry in China, there is no explicit tax law in China regarding whether such mining revenue is taxable in China, since such revenue is non-cash before the cryptocurrencies are sold for fiat. As of June 30, 2021, we have not sold any cryptocurrency mined for fiat. As such, we believe that it is more-like-than-not such mining revenue is not taxable before sold for fiat upon audit by the relevant tax authority. Should there be any update in China tax laws on mining revenue, we will accrue and pay any relevant taxes according to tax laws.
<16> Redeemable noncontrolling interests
Redeemable noncontrolling interests are equity interests of our consolidated subsidiary not attributable to the Group that has redemption features that are not solely within the Group’s control. These interests are classified as temporary equity because their redemption is considered probable. These interests are measured at the greater of estimated redemption value at the end of each reporting period or the initial carrying amount of the redeemable noncontrolling interests adjusted for cumulative earnings (loss) allocations.
<17> Noncontrolling interest
A noncontrolling interest in a subsidiary or VIE of the Group represents the portion of the equity (net assets) in the subsidiary or VIE not directly or indirectly attributable to the Group. Noncontrolling interests are presented as a separate component of equity in the consolidated balance sheet and modifies the presentation of net income by requiring earnings and other comprehensive income loss to be attributed to controlling and noncontrolling interest.
<18> (Loss) income per share
Basic (loss) income per share is computed by dividing net (loss) income attributable to the holders of ordinary shares by the weighted average number of ordinary shares outstanding during the year. Diluted earnings per share is calculated by dividing net (loss) income attributable to the holders of ordinary shares as adjusted for the effect of dilutive ordinary share equivalents, if any, by the weighted average number of ordinary shares and dilutive ordinary share equivalents outstanding during the period. Ordinary share equivalents of stock options and warrants are calculated using the treasury stock method and are not included in the denominator of the diluted earnings per share calculation when inclusion of such shares would be anti-dilutive, such as in a period in which a net loss is recorded.
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<19> Certain risks and concentration
Financial instruments that potentially subject the Group to significant concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable and prepayments and other current assets. As of December 31, 2020 and June 30, 2021, substantially all of the Group’s cash and cash equivalents were held by major financial institutions, which management believes are of high credit worthiness.
<20> Fair value measurements
Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. The fair value measurement guidance provides a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement as follows:
<21> Financial instruments
Financial instruments primarily consist of cash and cash equivalents, investments, accounts receivable, accounts payable, short-term borrowings, warrants and convertible notes. The carrying value of the Group’s cash and cash equivalents, investments, accounts receivable, accounts payable and short-term borrowings approximate their market values due to the short-term nature of these instruments. Warrants are recorded in the consolidated balance sheets based on fair value.
The Company adopted ASU 2016-13 Financial Instruments—Credit Losses (“ASU 2016-13”) beginning January 1, 2020 by applying the modified retrospective method with the cumulative effect of initially applying the guidance recognized at the date of initial application. The Group’s adoption of ASU 2016-13 did not have a material impact on the consolidated financial statements.
<22> Recent accounting pronouncements
The Group considers the applicability and impact of all ASUs. The ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on the Group’s consolidated financial position and/or results of operations.
In August 2020, FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other and Derivatives and Hedging—Contracts in Entity’s Own Equity: Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” which simplifies the accounting for convertible instruments by removing the separation models for convertible debt with a cash conversion feature and convertible instruments with a beneficial conversion feature. As a result, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost. These changes will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that was
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bifurcated according to previously existing rules. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. The new guidance is effective for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company adopted ASU 2020-06 early effective on January 1, 2021.
Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Group does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows, or disclosures.
3. CONVENIENCE TRANSLATION
The Group, with the exception of its subsidiaries, The9 Interactive maintains its accounting records and prepares its financial statements in RMB. The U.S. dollar amounts disclosed in the accompanying financial statements are presented solely for the convenience of the readers at the rate of US$1.00 = RMB
4. VARIABLE INTEREST ENTITIES
The Group is the primary beneficiary of its VIEs, including Shanghai IT which was designed by the Group to comply with PRC regulations that prohibit direct foreign ownership of businesses that operate online and TV games in the PRC.
Shanghai IT and it’s VIE subsidiaries
There are certain key contractual arrangements between the Group’s subsidiary, Huiling (wholly-owned foreign enterprise, the "WOFE") and each of the VIEs that provide the Group with control over the VIEs. As a result of these contracts, the Group concluded that it is required to consolidate the VIEs pursuant to the guidance in ASC 810.
A summary of these contractual agreements is as follows:
1) | Loan agreement. The WOFE entered into loan agreements with each shareholder of the relevant VIEs. Pursuant to the terms of these loan agreements, the WOFE granted an interest-free loan to each shareholder of the VIEs for the explicit purpose of making a capital contribution to the VIEs. These loans have an unspecified term and will remain outstanding for the shorter of the duration of WOFE or that of the VIE, or until such time that the WOFE elects to terminate the agreement (which is at the WOFE’s sole discretion), at which point the loans are payable on demand. The shareholders of the VIEs may not prepay all or any portion of the loans without the WOFE’s prior written request. |
2) | Equity pledge agreement. The shareholders of the VIEs entered into equity pledge agreements with the WOFE. Under the equity pledge agreements, the shareholders of the VIEs pledged all of their equity interests in the VIEs to the WOFE as collateral for all of their payments due to the WOFE and to secure performance of all obligations of the VIEs and their shareholders under the above loan agreements. In addition, the dividend distributions to the shareholders of VIEs, if any, will be deposited in an escrow account over which the WOFE has exclusive control. The pledge shall remain effective until all obligations under such agreements have been fully performed. The shareholders have the obligation to maintain ownership and effective control over the pledged equity. Under no circumstances, without the prior written consent of the WOFE, may the shareholder transfer or otherwise encumber any equity interests in the VIEs. If any event of default as provided for therein occurs, the WOFE, as the pledgee, will be entitled to dispose of the pledged equity interests through transfer or assignment and use the proceeds to repay the loans or make other payments due under the above loan agreements up to the loan amounts. |
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3) | Call option agreement. The VIEs and their shareholders entered into equity call option agreements with the WOFE. Pursuant to such agreements, the shareholders of the VIEs grant the WOFE an irrevocable and exclusive option to purchase the shares of VIEs at a purchase price equal to the amount of the registered capital of the VIE or the loan provided by the WOFE, permissible by the then-applicable PRC laws and regulations. WOFE may exercise such right at any time during the term of the agreement. Moreover, under the call option agreements, neither the VIEs nor their shareholders may take actions that could materially affect the VIEs’ assets, liabilities, operations, equity or other legal rights without the prior written approval of the WOFE, including, without limitation, declaration and distribution of dividends and profits; sale, assignment, mortgage or disposition of, or encumbrances on, the VIE’s equity; merger or consolidation; acquisition of and investment in any third-party entities; creation, assumption, guarantee or incurrence of any indebtedness; entering into other materials contracts. The agreements shall not expire until such time as the WOFE acquires all equity interests of the relevant VIEs subject to applicable PRC laws. |
4) | Shareholder voting proxy agreement. Each of the VIE’s shareholders executed an irrevocable power of proxy to appoint the WOFE as the attorney-in-fact to act on his or her behalf on all matters pertaining to the VIEs and to exercise all of his or her rights as a shareholder of the VIEs, including the right to attend shareholders meetings, to exercise voting rights and to appoint directors, a general manager, and other senior management of the VIEs. The power of proxy is irrevocable and may only be terminated at the discretion of the WOFE. |
5) | Exclusive technical service agreement. Under the exclusive technical service agreement, the VIEs agreed to engage the WOFE as their exclusive provider of technology consulting and other services for a service fee equal to |
The Group shall be deemed to have a controlling financial interest in a VIE if it has both of the following characteristics:
a. | The power to direct the activities of a VIE that most significantly impact the VIE’s economic performance; and |
b. | The obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. |
In determining that the Group has "the power to direct the activities of the VIE that most significantly impact the VIEs’ economic performance", the Group looked to the specific provisions of the call option agreement and shareholder voting proxy agreement. These agreements, as summarized above, provide the WOFE effective control over all of the corporate and operating decisions of the VIEs, and as such, the Group’s management concluded that the WOFE has the requisite power to direct the activities of the VIEs that most significantly impact the VIEs’ economic performance. In assessing the Group’s obligation to absorb losses, the Group notes that it has funded through the loan agreements all of the entities’ share capital and also provides financial support as necessary to the entities through intercompany transactions. The Group’s rights to receive economic benefits that are significant to the VIEs are embodied firstly in the equity pledge agreements that secure the equity owners’ obligations under the relevant agreements, and ascribes to the WOFE all of the economic benefits of the equity interests including rights to any dividends declared. Secondly, the exclusive technical service agreement further secures the ability of WOFE to receive substantially all of the economic benefits from each of the VIEs on behalf of the Group.
In conclusion, because the Group, through its wholly owned subsidiary Huiling, has (1) the power to direct the activities of the VIEs that most significantly affect the VIE’s economic performance, and (2) the right to receive benefits from the VIEs that could potentially be significant to the VIEs, the Group has been deemed to be the primary beneficiary of the VIEs and has consolidated the VIEs since the date of execution of such agreements.
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Shareholders of the VIEs may potentially have conflicts of interest with the Company, and they may breach their contracts with the PRC subsidiaries or cause such contracts to be amended in a manner contrary to the interests of the Group. As a result, the Group may have to initiate legal proceedings, which involve significant uncertainty. Such disputes and proceedings may significantly disrupt the Groups business operations and adversely affect the Group’s ability to control the VIEs. As most of the shareholders of the VIEs are directors, officers, shareholders or employees of the Group, management is of the view that the risk that misaligned interests may lead to deconsolidation in the foreseeable future is remote and insignificant.
PRC laws and regulations currently limit foreign ownership of companies that provide Internet content services, which include operating online games. In addition, foreign invested enterprises are currently not eligible to apply for the required licenses to operate online games in the PRC. The9 Limited is incorporated in the Cayman Islands and is considered a foreign entity under PRC laws. Due to restrictions on foreign ownership of companies that provide online games, the Group has entered into contractual arrangements with Shanghai IT to conduct its online games business through its VIEs in the PRC. Shanghai IT holds the necessary licenses and approvals that are essential for the online game business in China. Shanghai IT is principally owned by certain shareholder and employee of the Company. Pursuant to certain other agreements and undertakings, The9 Limited in substance controls Shanghai IT. The Group believes that its current ownership structures and contractual arrangements with Shanghai IT and its equity owners, as well as its operations, are in compliance with all existing PRC laws and regulations. There may, however, be changes and other developments in the PRC laws and regulations or their interpretation. Specifically, following the recent promulgation of the GAPPRFT Circular, it is unclear whether the authorities will deem our VIE structure and contractual arrangements with Shanghai IT as an “indirect or disguised” way for foreign investors to gain control over or participate in domestic online game operators, and challenge our VIE structure accordingly.
If the Group is found to be in violation of any existing or future PRC laws or regulations, or fails to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities would have broad discretion in dealing with such violations, including requiring the Group to undergo a costly and disruptive restructuring, such as forcing The9 Limited to transfer its equity interest in the VIEs to a domestic entity or invalidating the VIE agreements. If the PRC government authorities impose penalties which cause the Group to lose its rights to direct the activities of and receive economic benefits from the VIEs, the Group may lose the ability to consolidate and reflect in its financial statements the financial position, and results of operation of the VIEs. The Group, however, does not believe such actions would result in the liquidation or dissolution of the Group, the WOFEs or VIEs.
The aforementioned contractual arrangements with the VIEs and their respective shareholders are subject to risks and uncertainties:
● | The VIEs or their shareholders could fail to obtain the proper operating licenses or fail to comply with other regulatory requirements. As a result, the PRC government could impose fines, new requirements or other penalties on the VIEs or the Group mandate a change in ownership structure or operations for the VIEs or the Group, restrict the VIEs or the Group’s use of financing sources, or otherwise restrict the VIEs or the Group’s ability to conduct business. |
● | The aforementioned contractual agreements may be unenforceable or difficult to enforce. The equity pledge agreements may be deemed improperly registered or the VIEs or the Group may fail to meet other requirements. Even if the agreements are enforceable, they may be difficult to enforce given the uncertainties in the PRC legal system. |
● | The PRC government may declare the aforementioned contractual agreements invalid. They may modify the relevant regulation, have a different interpretation of such regulations, or otherwise determine that the Group or the VIEs have failed to comply with the legal obligations required to effectuate such contractual arrangements. |
● | It may be difficult to finance the VIEs by means of loans or capital contributions. Loans from The9 Limited to the VIEs must be approved by the relevant PRC government body and such approval may be difficult or impossible to obtain. The VIEs are domestic PRC enterprises owned by nominee shareholders, thus the Group is not likely to finance activities of the VIEs by means of direct capital contributions. |
F-21
● | Summary financial information of the VIE subsidiaries included in the accompanying consolidated financial statements with intercompany balances and transactions eliminated are as follows: |
| December 31, 2020 |
| June 30, 2021 |
| June 30, 2021 | |
RMB | RMB | US$ | ||||
(Note 3) | ||||||
Total assets |
| |
| |
| |
Total liabilities |
|
| |
| |
Six months ended June 30, | ||||||
| 2020 |
| 2021 |
| 2021 | |
RMB | RMB | US$ | ||||
(Note 3) | ||||||
Net revenues |
| |
| |
| |
Net loss |
| ( |
| ( |
| ( |
● | The VIEs contributed an aggregate of |
● | The VIE’s assets are not used as collateral for the VIE’s obligations and can only be used to settle the VIE’s obligations. |
● | Relevant PRC laws and regulations restrict the VIE subsidiaries from transferring a portion of their net assets, equivalent to the balance of its statutory reserve and share capital, to the Group in the form of loans and advances or cash dividends. |
5. PREPAYMENTS AND OTHER CURRENT ASSETS, NET
Prepayments and other current assets are as follows:
| December 31, |
| June 30, |
| June 30, | |
2020 | 2021 | 2021 | ||||
RMB | RMB | US$ | ||||
(Note 3) | ||||||
Employee advances |
| |
| |
| |
Prepayments and deposits |
| |
| |
| |
Input VAT recoverable |
| |
| |
| |
Others |
| |
| |
| |
| |
| |
| |
In March to June 2021, the Group purchased servers for the cryptocurrency business and prepaid a total of RMB
In May and June 2021, the Group purchased a batch of office equipment with advance payment of RMB
F-22
6. INVESTMENTS
The Group’s investments comprise the following:
| December 31, |
| June 30, |
| June 30, | |
2020 | 2021 | 2021 | ||||
RMB | RMB | US$ | ||||
( Note 3) | ||||||
Investments accounted for under equity method: | ||||||
Nanyang Herbs Pte. Ltd. ("Nanyang Herbs") <1> | | — | — | |||
Investments accounted for under cost method: |
|
|
|
| ||
Skychain Technologies Inc. ("Skychain") <2> | | | | |||
Dragonfly Ventures II, L.P. ("Dragonfly") <3> | | | | |||
Total |
| |
| |
| |
<1> Nanyang Herbs
In February 2020, the Group entrusted a nominee to hold trust shares of
<2> Skychain
In May 2021, the Group entered into an investment agreement with Skychain Technologies Inc. ("Skychain"), which aims to develop the crypto currency business in Canada. The Group invested RMB
<3> Dragonfly
In March 2021, the Group entered into an investment agreement with Dragonfly Ventures II, L.P. (“Dragonfly”). The Group invested RMB
In total, the Group recorded impairment charges relating to its investments in equity and other of RMB
F-23
7. PROPERTY, EQUIPMENT AND SOFTWARE, NET
Property, equipment and software and related accumulated depreciation and amortization are as follows:
| December 31, |
| June 31, |
| June 31, | |
2020 | 2021 | 2021 | ||||
RMB | RMB | US$ | ||||
(Note 3) | ||||||
Computers and equipment |
| |
| |
| |
Office furniture and fixtures |
| |
| |
| |
Motor vehicles |
| |
| |
| |
Software |
| |
| |
| |
Less: accumulated depreciation and amortization |
| ( |
| ( |
| ( |
Net book value |
| |
| |
| |
Depreciation and amortization charges for the six months ended June 30, 2020 and 2021 amounting to RMB
8. INTANGIBLE ASSETS- CRYPTOCURRENCIES
The Group’s intangible assets - cryptocurrencies comprise the following:
| December 31, |
| June 30, |
| June 30, | |
2020 | 2021 | 2021 | ||||
RMB | RMB | US$ | ||||
( Note 3) | ||||||
Bitcoins (BTC) <1> |
| — |
| |
| |
Chia (XCH) <2> |
| — |
| |
| |
Tether (USDT) <3> |
| — |
| |
| |
Less: Impairment of cryptocurrencies |
| — |
| ( |
| ( |
Total |
| — |
| |
| |
<1> Bitcoins (BTC)
Since February 2021, the Group has generated Bitcoin mining revenues through provision of computing power, or hash rate, in crypto asset transaction verification services to Bitcoin mining pools. In exchange for that, the Group is entitled to receive a fractional share of the Bitcoin award from the Bitcoin mining pools. The transaction consideration received is noncash consideration, which the Group measures at fair value on the date received, which is not materially different than the fair value at contract inception. The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pools successfully place a block and the Group received the consideration, at which time revenue and intangible assets are recognized. As of June 30, 2021, the Group owned
To ensure the safety of the Group’s Bitcoins, The Group keeps 200 of its Bitocoins in Coinbase Custody and the remaining in the Group’s Bitcoin electronic wallet. The wallet was designated to have a dedicated multi-signature system. More than half of the signatories’ approval is required for transferring Bitcoins out from the wallet. Six management level employees of The9 were assigned as the signatories. Each signatory holds an electronic private key, or password. In order to ensure the password will not be forgotten or lost by the signatory, each password was kept in a safe box at a bank. The safe boxes were opened under the names of two wholly-owned subsidiaries of the Company.
F-24
<2> Chia (XCH)
Since June 2021, the Group also started the mining of Chia. The Group generates Chia mining revenues through provision of computing storage space to the main networks. In exchange for that, the Group is entitled to receive a fractional share of the Chia awards from the main networks. The Group recognizes Chia mining revenue and the intangible assets at fair value on the date the Group received the Chia awards. As of June 30, 2021, the Group owned
<3> Tether (USDT)
Tether is a stablecoin because it was originally designed to always be worth US$1. Since the Group turned the business focus to blockchain industry, from time to time the Group needs to make certain payments in USDT. Therefore the Group uses US$ to purchase USDT from time to time. As of June 30, 2021, the Group owned
Among these intangible assets, as of June 30, 2021, the Group had pledged
The useful life of a digital asset is indefinite, thus it shall not be amortized but should be tested for impairment on annually and more frequently if events or changes in circumstances indicate that it is more likely than not that the indefinite-lived asset is impaired. Impairment of cryptocurrency exists when the carrying amount exceeds its fair value at any time subsequent to its acquisition and will require us to recognize an impairment charge. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted.
9. LEASES
The Group has operating leases primarily for office space, parking lots and warehouse after relocation of their principal office since August 2019. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the lease payments over the lease term at commencement date.
As the leases do not provide an implicit rate, an incremental borrowing rate is used based on the information available at commencement date, to determine the present value of lease payments. The incremental borrowing rates approximate the rate the Group would pay to borrow in the currency of the lease payments for the weighted-average life of the lease.
The operating lease ROU assets also include any lease payments made prior to lease commencement and excludes lease incentives and initial direct costs incurred if any. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Group will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.
Operating lease costs are recognized on a straight-line basis over the lease term. The prepaid rental expense recorded in operating lease right-of-use assets amounting to
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The items related to operating lease in the consolidated balance sheets are summarized below:
| December 31, 2020 |
| June 30, 2021 |
| June 30, 2021 | |
RMB | RMB | US$ | ||||
(Note 3) | ||||||
Operating lease right-of-use assets |
| |
| | | |
Operating lease liabilities-current portion |
| |
| | | |
Operating lease liabilities-non-current portion |
| |
| — | — |
Lease cost recognized in the Group’s consolidated statements of operations and comprehensive loss is summarized as follows:
| Classification in Consolidated |
|
|
| ||||
Statements of Operations | ||||||||
and Comprehensive (Loss) Gain | December 31, 2020 | June 30, 2021 | June 30, 2021 | |||||
RMB | RMB | US$ | ||||||
(Note 3) | ||||||||
Operating lease cost | Operating expenses | | | | ||||
Cost of other leases with terms less than one year |
| Operating expenses |
| |
| — | — | |
Total |
|
| |
| | |
Maturities of operating lease liabilities are as follows:
| December 31, 2020 |
| June 30, 2021 |
| June 30, 2021 | |
RMB | RMB | US$ | ||||
(Note 3) | ||||||
Due within one year |
| |
| | | |
Due in the second year |
| |
| — | — | |
Due in the third year |
| — |
| — | — | |
Total lease payments |
| |
| | | |
Less: imputed interest |
| ( |
| ( | ( | |
Total |
| |
| | |
As of June 30, 2021, the Group does not have significant operating or finance leases that have not yet commenced. The Group’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
Supplemental cash flow information related to operating leases is as follows:
| December 31, 2020 |
| June 30, 2021 |
| June 30, 2021 | |
RMB | RMB | US$ | ||||
(Note 3) | ||||||
Right of use assets obtained in exchange of lease obligations |
| |
| | |
F-26
10. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities are as follows:
| December 31, |
| June 30, |
| June 30, | |
2020 | 2021 | 2021 | ||||
RMB | RMB | US$ | ||||
(Note 3) | ||||||
Funds raised for CrossFire New Mobile Game |
| |
| |
| |
Professional services |
| |
| |
| |
Agency commission fees payable | | | | |||
Staff cost related payables | | | | |||
Office expenses | | | | |||
Product development services | | — | — | |||
Others |
| |
| |
| |
Total |
| |
| |
| |
The Group has financed the early phase development of CrossFire New Mobile Game through fundraising from the Inner Mongolia Culture Assets and Equity Exchange. As of December 31, 2020, the Group had raised RMB
In April 2020, Inner Mongolia Culture Assets and Equity Exchange filed a civil claim against the Group to recover RMB
11. Refund of WoW game points
As a result of the loss of the World of Warcraft (“WoW”) license on June 7, 2009, the Group announced a refund plan in connection with inactivated WoW game point cards, which the Group recorded as refund of game points. According to the plan, inactivated WoW game point card holders are eligible to receive a cash refund from the Group. The Group recorded a liability in connection with both inactivated points cards and activated but unconsumed point cards of approximately RMB
F-27
Upon the loss of the WoW license, the Group concluded the nature of the obligation substantively changed from deferred revenue, for which the Group had the responsibility to satisfy the underlying performance obligation, to an obligation to refund players for their unconsumed points. The Group has accounted for this refund liability by applying the derecognition guidance specified in ASC 405-20. In accordance with this guidance, the refund liability associated with these WoW game points, to the extent not refunded, will be recorded as other operating income after the Group is legally released from the obligation to refund amounts under the applicable laws. In consultation with its legal counsel, the Group concluded the legal liability relating to the inactivated WoW game point cards was extinguished in September 2011 on the basis that the legal liability lapsed
12. CONVERTIBLE NOTES
On February 2, 2021 (the “Original Issue Date”), the Group entered into a Securities Purchase Agreement (“Purchase Agreement”) and a
The Group issued a convertible promissory note on February 2, 2021 at $
On March 17, 2021 (the “Original Issue Date”), the Group entered into a Securities Purchase Agreement (“Purchase Agreement”) and a
The Group issued a convertible promissory note on March 17, 2021 at $
F-28
price preceding the redemption notice or
The Group allocated
Interest on the February and March Notes is payable in cash or in-kind semi-annually. Under certain circumstances, interest on the Notes will be payable in cash at the election of the holder if such payments are permitted under the Notes Agreement. The indenture governing the February and March Notes contains customary events of default. No event of default existed as of June 30, 2021.
The Group evaluated the embedded derivative resulting from the conversion feature within the Indenture for bifurcation from the March Note. The conversion feature of the March Note was not deemed clearly and closely related to the March Note and was bifurcated as a standalone derivative. The Group recorded this embedded derivative liability as a current liability on its condensed consolidated balance sheets with a corresponding debt discount, which is netted against the principal amount of the
The following table provides a summary of the changes in convertible debt, net of unamortized discount, during 2021:
| 2021 | ||
Balance at January 1, |
| RMB | — |
Issuance of convertible debt, face value | | ||
Debt discount from issuance/sale of ADS shares |
| ( | |
Debt discount from derivative liability (embedded conversion option) |
| ( | |
Deferred financing fees |
| ( | |
Repayment of convertible debt |
| (—) | |
Conversion of convertible debt into ordinary shares |
| (—) | |
Amortization of debt discount |
| ||
Convertible debt, net at June 30, | RMB | |
As of June 30, 2021 and December 31, 2020, the Group had the following convertible notes outstanding:
June 30, 2021 | December 31, 2020 | |||||||||||
|
| Accrued |
|
| Accrued | |||||||
Principal | Interest | Principal | Interest | |||||||||
February 2021 $ | RMB | | RMB | |
| RMB | — | — | ||||
March 2021 $ |
| |
| |
|
| — |
| — | |||
Penalties on notes in default |
| — |
| — |
|
| — |
| — | |||
Total Convertible Notes Payable, Net | RMB | | RMB | |
| RMB | — | RMB | — | |||
Less: Debt Discount |
| ( |
| — |
|
| — |
| — | |||
RMB | | RMB | | RMB | — | RMB | — |
Amortization of debt discount and interest expense for the six months ended June 30, 2021 and 2020 on the convertible notes payable amounted to RMB
13. WARRANTS
F-29
In January 2021, the Group entered into a share subscription and warrant purchase agreement with the holding entities of several investors (“Investors”) in the cryptocurrencies mining industry based on the pre-agreed legally-binding term sheet. Pursuant to the purchase agreement, the Group issued
In April 2021, the Group completed an underwritten offering with Maxim Group LLC. In this transaction, The Group issued
14. DUAL-CLASS ORDINARY SHARES STRUCTURE
On May 6, 2019, an extraordinary general meeting was held to adjust the authorized share capital and to adopt a dual-class share structure, consisting of Class A ordinary shares and Class B ordinary shares. Each Class A ordinary share is entitled to
15. SHARE-BASED COMPENSATION
Restricted Ordinary Shares
On September 4, 2018, the Group granted an aggregate amount of
On January 21, 2019, the Group forfeited and canceled an aggregate amount of
F-30
On February 14, 2021, the Group granted an aggregate amount of
16. RELATED PARTY TRANSACTIONS AND BALANCES
Transaction with equity investee
In 2013, the Group entered into an agreement with ZTE9, an equity investee of the Group, to jointly operate IPTV games in the PRC. According to the agreement, the Group pays ZTE9 a royalty fee for providing game contents on IPTV. In July 2020, ZTE9 initiated the liquidation process given its inability to repay its liabilities due. In September 2020, the Group entered into a debt settlement agreement with ZTE9 by paying ZTE9 an amount of RMB
The borrowing lent to Big Data of
Transaction with Mr. Jun Zhu
Mr. Jun Zhu, the chairman and chief executive officer, provided loans of
In May 2019, the issued and outstanding ordinary shares then held by Incsight, which is wholly owned by Mr. Jun Zhu, and the issued and outstanding ordinary shares then held by Mr. Jun Zhu himself, were re-designated and re-classified as Class B ordinary shares. All other ordinary shares then issued and outstanding were re-designated and re-classified as Class A ordinary shares. On the same date, the Company amended and restated then effective Amended and Restated Memorandum of Association and Articles of Association in their entirety and adopted the Second Amended and Restated Memorandum and Articles of Association which reflect, among other things, the changes to the capital structure of the Company. As a result of such changes, Mr. Jun Zhu holds the majority of the Company’s outstanding voting power and the Company became a “controlled company” as defined under Nasdaq Stock Market Rules.
F-31
17. LOSS PER SHARE
Loss per share is calculated as follows:
For the six months | For the six months | For the six months | ||||
ended June 30, | ended June 30, | ended June 30, | ||||
2020 | 2021 | 2021 | ||||
| RMB |
| RMB |
| US$ | |
(Note 3) | ||||||
Numerator: | ||||||
Net loss attributable to ordinary shareholders before change in redeemable noncontrolling interest |
| |
| ( |
| ( |
Change in redeemable noncontrolling interest |
| ( |
| |
| |
Net loss attributable to ordinary shareholders |
| |
| ( |
| ( |
Denominator: | ||||||
Denominator for basic and diluted loss per share – weighted-average shares outstanding |
| |
| |
| |
Loss per share | ||||||
- Basic and diluted |
| |
| ( |
| ( |
The Company had
18. DECONSOLIATION OF SUBSIDIARIES
In April 2010, the Group acquired a controlling interest in Red 5 Studios, Inc. (“Red 5”), an online game development studio based in the U.S. Thereafter till 2016, the Group and Red 5 entered into several equity transactions with several third party investors and the Group’s equity holding to approximately
a. Consideration received
The Company did not receive any consideration in the deconsolidation of Red5 Studio Inc.
F-32
b. Analysis of assets and liabilities over which the Company lost control
| June 30,2021 | ||
Current assets |
|
| |
Cash and cash equivalents |
| RMB | |
Others |
| | |
Current liabilities |
|
| |
Account payable |
| ( | |
Advances from customers |
| ( | |
Accrued expense |
| ( | |
Others |
| ( | |
Net liabilities deconsolidated |
| ( |
c. Gain on deconsolidation of subsidiary
| Six months Ended | |
June 30,2021 | ||
Fair value of consideration received |
| |
Fair value of retained investment |
| |
Carrying amount of Red5’s net liabilities deconsolidated |
| |
Less: Carrying amount of noncontrolling interest |
| ( |
Gain on deconsolidated of subsidiary |
| |
19. COMMITMENTS AND CONTINGENCIES
18.1 Other operating commitments
In March 2021, the Group signed a Bitcoin mining machine purchase agreement with Bitmain Technologies Limited. Pursuant to the purchase agreement, the Group will purchase
In October 2016, the Group raised RMB
In June 2017, Shanghai IT entered into an investment agreement with the shareholders of Beijing Ti Knight where Shanghai IT will invest a total of RMB
F-33
will be waived under the condition that accumulated investment in Beijing Ti Knight by Shanghai IT is more than RMB
In September 2020, the Group entered into a master cooperation and publishing agreement with Voodoo, a French game developer and publisher, to cooperate on the publishing and operations of casual games in mainland China. Pursuant to the master cooperation and publishing agreement and amendment agreement entered in December 2020, the Group obtained exclusive licenses of several games developed by Voodoo. Voodoo granted the Group an exclusive, sub-licensable license to test, perform, market, promote, distribute, reproduce, modify, support and/or otherwise use or exploit such games directly or through authorized contractors in mainland China for a maximum period of three years, commencing upon the upload and distribution of the underlying games on any platform. In consideration for the exclusive license granted to the Group and as a minimum guarantee payment, the Group paid an upfront payment of US$
18.2 Contingencies
In August 2014, Red 5 issued
Due to the Group’s failure to repay the convertible notes in a timely manner as stipulated in the previous deed of settlement and its amendments, in May 2020, Splendid Days obtained an injunction order from the Court of First Instance of the Hong Kong Special Administrative Region prohibiting the Group from disposing its assets worldwide up to the value of US$
20. SUBSEQUENT EVENTS
In July 2021, the Group announced that it has signed a cryptocurrency mining hosting agreement with Russian company BitRiver. According to the agreement between the two parties, BitRiver will reserve
In August 2021, the Group and Kazakhstan enterprise KazDigital Ltd (hereinafter referred to as "KazDigital") have signed a non-binding term sheet (the "Term Sheet") regarding the establishment of a joint venture company in Kazakhstan to build a cryptocurrency mining site with a capacity of
F-34
invest their own assets to establish the joint venture. KazDigital will invest assets related to construction and infrastructure of the mining site into the joint venture, and the Group will invest cash or mining machines in the joint venture. The assets invested by both parties will be evaluated by a third-party impartial institution in order to confirm their fair value and ensure that both parties invest equivalent assets. Both parties are bound by
In August 2021, the Group and a Kazakhstan company LGHSTR Ltd. ("LGHSTR") have signed a non-binding investment memorandum to establish a joint venture in Kazakhstan. According to the investment memorandum, the Group will own
In August 2021, the Group announced to step into the Non-Fungible Token ("NFT") business. The Group will launch a NFT trading and community platform NFTSTAR (www.nftstar.com), which is expected to be officially launched in the fourth quarter of this year, while user pre-registration incentive program is now starting. NFTSTAR is a NFT trading and community platform that provides users with purchase, trade, and interactive activities. NFTSTAR Community will feature stars from various fields, including but not limited to sports, entertainment, art, and other industries celebrities. NFTSTAR will feature NFT collections created by global stars licensed IPs. Users can purchase different tiers of blind boxes and own stars' limited NFT collections. Each NFT collectible has a unique record on the blockchain, and the users will obtain the ownership of the unique NFT collectible through purchase on the platform, or through trading on NFTSTAR's marketplace. NFTSTAR will accept general payment methods such as credit cards to make it easy for mainstream consumers to participate. The Group also announced that Mr. Gagan Palrecha, the former Dapper Labs VP Operations, will join NFTSTAR as the Chief Operation Officer (COO). Mr. Palrecha will be responsible for business development, fostering partnerships with celebrities and strategic partners, product strategy, and business operations. Mr. Palrecha will also establish an operation team in North America.
F-35