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1、Table of ContentsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549FORM 20-F(Mark One)REGISTRATION STATEMENT PURSUANT TO SECTION 12(b)OR 12(g)OF THE SECURITIES EXCHANGE ACT OF 1934ORANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal yea
2、r ended December 31,2022ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from toORSHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934Date of event requiring this shell company reportCommission Fi
3、le Number:001-40298Smart Share Global Limited(Exact Name of Registrant as Specified in Its Charter)N/A(Translation of Registrants Name into English)Cayman Islands(Jurisdiction of Incorporation or Organization)6th Floor,799 Tianshan W RoadChangning District,Shanghai 200335Peoples Republic of China(Ad
4、dress of Principal Executive Offices)Maria Yi Xin,Chief Financial Officer Telephone:+86 21 6050 3535 Email: 6th Floor,799 Tianshan W Road Changning District,Shanghai 200335 Peoples Republic of China(Name,Telephone,Email and/or Facsimile Number and Address of Company Contact Person)Securities registe
5、red or to be registered pursuant to Section 12(b)of the Act:Title of Each Class Trading Symbol Name of Each Exchange on Which RegisteredAmerican depositary shares,each representing two Class A ordinary sharesClass A ordinary shares,par value*US$0.0001 per shareEMThe Nasdaq Stock Market LLC(The Nasda
6、q Global Select Market)The Nasdaq Stock Market LLC(The Nasdaq Global Select Market)*Not for trading,but only in connection with the listing of American depositary shares on the Nasdaq Global Select Market.Securities registered or to be registered pursuant to Section 12(g)of the Act:None(Title of Cla
7、ss)Table of ContentsSecurities for which there is a reporting obligation pursuant to Section 15(d)of the Act:None(Title of Class)Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report.444,390,065
8、Class A ordinary shares,par value US$0.0001 per share,and 73,973,970 Class B ordinary shares,par valueUS$0.0001 per share,as of December 31,2022.Indicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes NoIf this report is an annual or
9、transition report,indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934.Yes NoIndicate by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Ex
10、change Act of 1934 during the preceding 12 months(or forsuch shorter period that the registrant was required to file such reports),and(2)has been subject to such filing requirements for the past 90 days.Yes NoIndicate by check mark whether the registrant has submitted electronically every Interactiv
11、e Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T(232.405 ofthis chapter)during the preceding 12 months(or for such shorter period that the registrant was required to submit such files).Yes NoIndicate by check mark whether the registrant is a large accelerated fi
12、ler,an accelerated filer,a non-accelerated filer,or an emerging growth company.See the definitions of“large acceleratedfiler,”“accelerated filer,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large Accelerated Filer Accelerated Filer Non-Accelerated Filer Emerging Growth Company If a
13、n emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section 13(a)of the Exc
14、hange Act.The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5,2012.Indicate by check mark whether the registrant has filed a report on and attestation to its managements a
15、ssessment of the effectiveness of its internal control over financial reporting under Section404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepared or issued its audit report.If securities are registered pursuant to Section 12(b)of the Act,indicate by
16、check mark whether the financial statements of the registrant included in the filing reflect the correction of an error topreviously issued financial statements.Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compens
17、ation received by any of the registrants executiveofficers during the relevant recovery period pursuant to 240.10D-1(b).Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:U.S.GAAP International Financial Reporting Stan
18、dards as issued by the International Accounting Standards Board Other If“Other”has been checked in response to the previous question,indicate by check mark which financial statement item the registrant has elected to follow.Item 17 Item 18If this is an annual report,indicate by check mark whether th
19、e registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes No(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12,13 or 15(
20、d)of the Securities Exchange Act of 1934 subsequent to thedistribution of securities under a plan confirmed by a court.Yes NoTable of ContentsTABLE OF CONTENTSINTRODUCTION1FORWARD-LOOKING INFORMATION3PART I4Item 1.Identity of Directors,Senior Management and Advisers4Item 2.Offer Statistics and Expec
21、ted Timetable4Item 3.Key Information4Item 4.Information on the Company72Item 4A.Unresolved Staff Comments106Item 5.Operating and Financial Review and Prospects106Item 6.Directors,Senior Management and Employees122Item 7.Major Shareholders and Related Party Transactions131Item 8.Financial Information
22、132Item 9.The Offer and Listing133Item 10.Additional Information134Item 11.Quantitative and Qualitative Disclosures about Market Risk148Item 12.Description of Securities Other than Equity Securities149PART II151Item 13.Defaults,Dividend Arrearages and Delinquencies151Item 14.Modifications to the Rig
23、hts of Security Holders and Use of Proceeds151Item 15.Controls and Procedures151Item 16A.Audit Committee Financial Expert153Item 16B.Code of Ethics153Item 16C.Principal Accountant Fees and Services153Item 16D.Exemptions from the Listing Standards for Audit Committees154Item 16E.Purchases of Equity S
24、ecurities by the Issuer and Affiliated Purchasers154Item 16F.Change in Registrants Certifying Accountant154Item 16G.Corporate Governance154Item 16H.Mine Safety Disclosure155Item 16I.Disclosure Regarding Foreign Jurisdiction that Prevent Inspections155PART III156Item 17.Financial Statements156Item 18
25、.Financial Statements156Item 19.Exhibits156SIGNATURES158Table of Contents1INTRODUCTIONIn this annual report,except where the context otherwise requires,unless otherwise indicated and for purposes of this annual report only:“ADRs”refers to the American depositary receipts that may evidence the ADSs;“
26、ADSs”refers to our American depositary shares,each of which represents two Class A ordinary shares;“available-for-use power banks”as of a certain date refers to the number of power banks in circulation on that day;“average revenues per power bank”in a given period refers to the result calculated by
27、dividing the sum of revenues from the mobile devicecharging service and power bank sales in a given period by the result of dividing the sum of the numbers of power banks in circulation on thefirst and last days of that period by two;“China”or the“PRC”refers to the Peoples Republic of China,excludin
28、g,for the purposes of this annual report only,Hong Kong,Macauand Taiwan;we currently do not conduct any business in Hong Kong;however,in the event that we decide to operate in Hong Kong and ifmainland China regulations are applied in Hong Kong in the future,the legal and operational risks associated
29、 with having operations inmainland China would also apply to our operations in Hong Kong;“Class A ordinary shares”refers to our Class A ordinary shares,par value US$0.0001 per share;“Class B ordinary shares”refers to our Class B ordinary shares,par value US$0.0001 per share;“Energy Monster,”“we,”“us
30、”and“our”refers to Smart Share Global Limited,our Cayman Islands holding company,and its subsidiaries;“in circulation”in the context of“a power bank is in circulation for a day”refers to the power bank being stored in a POIs cabinet or in thepossession of a user during the course of utilizing our mo
31、bile device charging service for that day;“IP”refers to intellectual property;“KA”refers to key account;“number of POIs”refers to the total number of unique locations whose proprietors(location partners)have entered into contracts with us orour network partners;“offline network”refers to the collect
32、ive network formed through our cabinets which are placed at location partners.Our cabinets are used tocharge and store power banks,and serve as a point of contact for users to access our mobile device charging services;“online network”refers to our user base who access our service through online por
33、tals such as mini programs,as well as our cabinets andpower banks that are connected to the internet;“our company”refers to Smart Share Global Limited;“registered users”refers to users who have agreed to register their mobile phone numbers with us via our mini programs,and we calculatethe number of
34、cumulative registered users at a certain date by the number of unique mobile phone numbers that have been registered with us;“RMB”and“Renminbi”refers to the legal currency of China;“Shanghai Zhixiang”refers to Shanghai Zhixiang Technology Co.,Ltd.,with which we maintain contractual arrangements;Tabl
35、e of Contents2“Smart Share International Limited”refers to our intermediary holding company,a private company limited by shares incorporated in HongKong,that does not conduct any business operation.It directly owns our PRC subsidiaries,Zhixiang Investment WFOE,Zhixiang WFOEand Tianhui Co.,Ltd.;“US$,
36、”“U.S.dollars,”“$”and“dollars”refers to the legal currency of the United States;“VIE”refers to Shanghai Zhixiang,a variable interest entity;“WFOEs”refers to Zhixiang Investment WFOE and Zhixiang WFOE;“Zhixiang Investment WFOE”refers to Zhixiang Investment Co.,Ltd.and“Zhixiang WFOE”refers to Zhixiang
37、 Technology(Shanghai)Co.,Ltd.We present our financial results in RMB.We make no representation that any RMB or U.S.dollar amounts could have been,or could be,converted into U.S.dollars or RMB,as the case may be,at any particular rate,or at all.The PRC government imposes control over its foreign curr
38、encyreserves in part through direct regulation of the conversion of RMB into foreign exchange and through restrictions on foreign trade.This annual reportcontains translations of certain foreign currency amounts into U.S.dollars for the convenience of the reader.Unless otherwise stated,all translati
39、ons ofRenminbi into U.S.dollars were made at the rate at RMB6.8972 to US$1.0000,the exchange rate as set forth in the H.10 statistical release of the Board ofGovernors of the Federal Reserve System in effect as of December 30,2022.Table of Contents3FORWARD-LOOKING INFORMATIONThis annual report on Fo
40、rm 20-F contains forward-looking statements that reflect our current expectations and views of future events.Thesestatements are made under the“safe harbor”provisions of the U.S.Private Securities Litigation Reform Act of 1995.You can identify these forward-looking statements by terminology such as“
41、may,”“will,”“expect,”“anticipate,”“aim,”“estimate,”“intend,”“plan,”“believe,”“is/are likely to,”“future,”“potential,”“continue”or other similar expressions.We have based these forward-looking statements largely on our current expectations and projectionsabout future events and financial trends that
42、we believe may affect our financial condition,results of operations,business strategy and financial needs.These forward-looking statements include statements relating to,among other things:our goals and strategies;our future business development,financial conditions and results of operations;the exp
43、ected growth of the mobile device charging service industry in China;our expectations regarding the prospects of our business model and demand for and market acceptance of our products and services;our expectations regarding maintaining and strengthening our relationships with users,customers,networ
44、k partners,location partners,assembly partners,suppliers,other business partners and other stakeholders;competition in our industry;relevant government policies and regulations relating to our industry;general economic and business conditions as well the COVID-19 situations globally and in China;and
45、assumptions underlying or related to any of the foregoing.These forward-looking statements involve various risks and uncertainties.Although we believe that our expectations expressed in these forward-looking statements are reasonable,our expectations may later be found to be incorrect.Our actual res
46、ults could be materially different from ourexpectations.Important risks and factors that could cause our actual results to be materially different from our expectations are generally set forth in“Item3.Key InformationD.Risk Factors,”“Item 4.Information on the CompanyB.Business Overview,”“Item 5.Oper
47、ating and Financial Review andProspects”and other sections in this annual report.New risk factors emerge from time to time and it is not possible for our management to predict all riskfactors,nor can we assess the impact of all factors on our business or the extent to which any factor,or combination
48、 of factors,may cause actual results todiffer materially from those contained in any forward-looking statements.You should read this annual report and the documents that we refer to in thisannual report and have filed as exhibits to this annual report completely and with the understanding that our a
49、ctual future results may be materiallydifferent from and worse than what we expect.We qualify all of our forward-looking statements by these cautionary statements.You should not rely upon forward-looking statements as predictions of future events.The forward-looking statements made in this annual re
50、portrelate only to events or information as of the date on which the statements are made in this annual report.Except as required by law,we undertake noobligation to update or revise publicly any forward-looking statements,whether as a result of new information,future events or otherwise,after the d
51、ate onwhich the statements are made or to reflect the occurrence of unanticipated events.Table of Contents4PART IItem 1.Identity of Directors,Senior Management and AdvisersNot applicable.Item 2.Offer Statistics and Expected TimetableNot applicable.Item 3.Key InformationOur Holding Company Structure
52、and Contractual Arrangements with the VIESmart Share Global Limited is not a PRC operating company,but rather a Cayman Islands holding company with no equity ownership in the VIE.Our Cayman Islands holding company does not conduct business operations in China directly,but through(i)our PRC subsidiar
53、ies and(ii)the VIE inChina with which we maintain contractual arrangements.PRC laws and regulations impose certain restrictions on foreign ownership in entities thatprovide value-added telecommunication services,with certain exceptions.Specifically,foreign ownership of an internet information servic
54、e provider maynot exceed 50%.Accordingly,we operate these businesses in China through the VIE,and rely on contractual arrangements among our PRC subsidiaries,the VIE and its shareholders to conduct the business operations of the VIE.For the years ended December 31,2020,2021 and 2022,revenues contrib
55、utedby the variable interest entities in China were 0.34%,0.46%and 0.0%of our total revenues,respectively.For the years ended December 31,2020,2021and 2022,third-party revenues contributed by the variable interest entities were RMB9.4 million,RMB16.4 million and RMB0.01 million,respectively,and the
56、inter-company service charges by the variable interest entities to WFOEs were RMB406.7 million,RMB103.9 million and RMB2.6 million,respectively.As of the date of this annual report,we have completed the termination of the variable interest entity that had no significant operations,and asa result,Sha
57、nghai Zhixiang is the only VIE with which we maintain contractual arrangements.As used in this annual report,“we,”“us”and“our”refer toSmart Share Global Limited and its subsidiaries.Investors in our ADSs are not purchasing equity interest in the VIE in China but instead are purchasingequity interest
58、 in a holding company incorporated in the Cayman Islands.A series of contractual agreements,including proxy agreements,equity interest pledge agreement,exclusive business cooperation agreement,exclusive asset subscription agreement,exclusive call option agreement and spousal consent letter have been
59、 entered into by and among our PRCsubsidiaries,the VIE and its shareholders.Under the proxy statements,the VIEs shareholders irrevocably authorized Zhixiang WFOE to act on behalf ofthem as sole proxy attorney,to the extent permitted by PRC law,to exercise all rights concerning all the equity interes
60、t held by each of them in the VIE.Under the equity interest pledge agreement,the VIEs shareholders pledged all of their equity interests in the VIE to Zhixiang WFOE as security forrepayment obligations of any and all due payments,and without the prior written consent of Zhixiang WFOE,the VIEs shareh
61、olders will not transfer,orcreate or allow any encumbrance on the pledged equity interests,except as otherwise provided in the exclusive call option agreement.Under the exclusivebusiness cooperation agreement,the VIE appointed Zhixiang WFOE or Zhixiang WFOEs designee(s)as its exclusive service provi
62、der providing fullbusiness support,technology services and consultancy services,in exchange for consultancy and service fees paid by the VIE,the price of which ismutually agreed in each quarterly bill according to the amount and commercial value of the services provided to the VIE.Under the exclusiv
63、e assetsubscription agreement,the VIE irrevocably granted Zhixiang WFOE,to the extent permitted by PRC law,an irrevocable and exclusive right to purchase,or designate a third party to purchase,all the intellectual property rights and all the other assets currently owned or to be owned by the VIE at
64、any time at apurchase price equal to the lowest price permissible by PRC law.Under the exclusive call option agreement,each of the shareholders of the VIEirrevocably granted Zhixiang WFOE,to the extent permitted by PRC law,an irrevocable and exclusive right to purchase,or designate a third party top
65、urchase,all or any part of their equity interests at any time or from time to time at a purchase price equal to the lowest price permissible by PRC law.Under the spousal consent letter,the signing spouse unconditionally and irrevocably agreed that the equity interest in the VIE held by and registere
66、d in thename of such shareholder be disposed of in accordance with the agreements described above.For more details of these contractual arrangements,see“Item4.Information on the CompanyC.Organizational StructureContractual Arrangements with The VIE and Its Shareholders.”As a result of thesecontractu
67、al arrangements,our company is considered the primary beneficiary of the VIE for accounting purposes and consolidates the VIE as required byAccounting Standards Codification topic 810,Consolidation.Accordingly,we treat the VIE as our consolidated entity under U.S.GAAP,and weconsolidate the financial
68、 results of the VIE in our consolidated financial statements in accordance with U.S.GAAP.The shareholders of ShanghaiZhixiang,the VIE,are directors or members of senior management of our company.We consider such individuals suitable to act as the shareholders of theVIE because of,among other conside
69、rations,their contribution to us,their competence and their length of service with and loyalty to us.Table of Contents5However,the contractual arrangements may not be as effective as direct ownership in providing us with control over the VIE,and we may incursubstantial costs to enforce the terms of
70、the arrangements.Uncertainties in the PRC legal system may limit the ability of Smart Share Global Limited,as aCayman Islands holding company,to enforce these contractual arrangements.Meanwhile,there are very few precedents as to whether contractualarrangements would be judged to form effective cont
71、rol over a variable interest entity through the contractual arrangements,or how contractualarrangements in the context of a variable interest entity should be interpreted or enforced by the PRC courts.Should legal actions become necessary,wecannot guarantee that the court will rule in favor of the e
72、nforceability of the contractual arrangements with the VIE.In the event we are unable to enforcethese contractual arrangements,or if we suffer significant delay or other obstacles in the process of enforcing these contractual arrangements,we may notbe able to exert effective control over the VIE,and
73、 our ability to conduct our business may be materially adversely affected.See“Item 3.Key InformationD.Risk FactorsRisks Relating to Our Corporate StructureWe rely on contractual arrangements with the VIE and its respective shareholders for ouroperations in China,which may not be as effective in prov
74、iding operational control as direct ownership.”Moreover,the shareholders of Shanghai Zhixiang also own the majority of the voting shares of our company.The enforceability,and therefore thebenefits of,the VIE contractual agreements between our company and Shanghai Zhixiang depend on those individuals
75、 enforcing the contracts.There is arisk that the benefits of ownership between our company and Shanghai Zhixiang may not be aligned in the future,and they may fail to perform theircontractual obligations,which would have a significant negative impact to our company.Our operations depend on Shanghai
76、Zhixiang to honor its VIEcontractual agreements with us,and our companys ability to control Shanghai Zhixiang also depends on the authorization by the shareholders of ShanghaiZhixiang to exercise voting rights on all matters requiring shareholder approval in Shanghai Zhixiang.See“Item 3.Key Informat
77、ionD.Risk FactorsRisks Relating to Our Corporate StructureThe shareholders of the VIE may have potential conflicts of interest with us,which may materially andadversely affect our business and financial condition.”There are also substantial uncertainties regarding the interpretation and application
78、of current and future PRC laws,regulations and rulesregarding the status of the rights of our company with respect to its contractual arrangements with the VIE and its shareholders.It is uncertain whether anynew PRC laws or regulations relating to variable interest entity structures will be adopted
79、or,if adopted,what they would provide.If we or the VIE isfound 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,therelevant PRC regulatory authorities would have broad discretion to take action in dealing wit
80、h such violations or failures.If the PRC government deemsthat our contractual arrangements with the VIE do not comply with PRC regulatory restrictions on foreign investment in the relevant industries,or if theseregulations or the interpretation of existing regulations change or are interpreted diffe
81、rently in the future,we could be subject to severe penalties or beforced to relinquish our interests in those operations.Our company,our PRC subsidiaries and VIE,and investors of our company face uncertainty aboutpotential future actions by the PRC government that could affect the enforceability of
82、the contractual arrangements with the VIE and,consequently,resultin a material change in our operations,and our Class A ordinary shares and ADSs may decline significantly in value or become worthless.See“Item 3.Key InformationD.Risk FactorsRisks Relating to Our Corporate StructureIf the PRC governme
83、nt finds that the agreements that establish thestructure for operating some of our operations in China do not comply with PRC regulations relating to the relevant industries,or if these regulations or theinterpretation of existing regulations change in the future,we could be subject to severe penalt
84、ies or be forced to relinquish our interests in thoseoperations”and“Item 3.Key InformationD.Risk FactorsRisks Relating to Our Corporate StructureUncertainties exist with respect to theinterpretation and implementation of the PRC Foreign Investment Law and how it may impact the viability of our curre
85、nt corporate structure,corporategovernance and business operations.”Table of Contents6The following diagram illustrates our corporate structure,including our principal subsidiaries and consolidated variable interest entity as of thedate of this annual report.(1)Shareholders of Shanghai Zhixiang and
86、their respective shareholdings in Shanghai Zhixiang and relationship with our company are(i)MarsGuangyuan Cai(62.0%),our chairman and chief executive officer,(ii)Peifeng Xu(30.0%),our chief operating officer,and(iii)Victor Yaoyu Zhang(8.0%),our chief marketing officer.Other Risks Related to Our PRC
87、OperationsWe face various risks and uncertainties related to doing business in China.Our business operations are conducted in China,and we are subject tocomplex and evolving PRC laws and regulations.For example,we face risks associated with regulatory approvals on offshore offerings and oversight on
88、cybersecurity and data privacy,which may impact our ability to conduct certain businesses,accept foreign investments or list on a United States or otherforeign exchange.These risks could result in a material adverse change in our operations and the value of our ADSs,significantly limit or completely
89、hinder our ability to continue to offer securities to investors or cause the value of such securities to significantly decline or become worthless.For adetailed description of Risks Relating to doing business in China,see“Item 3.Key InformationD.Risk FactorsRisks Relating to Doing Business inChina.”
90、PRC governments authority in regulating our operations and its oversight and control over offerings conducted overseas by,and foreigninvestment in,China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors.Implementation of in
91、dustry-wide regulations in this nature may cause the value of such securities to significantly decline or become worthless.For moredetails,see“Item 3.Key InformationD.Risk FactorsRisks Relating to Doing Business in ChinaThe PRC governments oversight over our businessoperation could result in a mater
92、ial adverse change in our operations and the value of our ADSs.”Risks and uncertainties arising from the legal system in China,including risks and uncertainties regarding the enforcement of laws and quicklyevolving rules and regulations in China,could result in a material adverse change in our opera
93、tions and the value of our ADSs.For more details,see“Item3.Key InformationD.Risk Factors Risks Relating to Doing Business in ChinaUncertainties in the interpretation and enforcement of PRC laws andregulations could limit the legal protections available to you and us.”Table of Contents7The Holding Fo
94、reign Companies Accountable ActPursuant to the Holding Foreign Companies Accountable Act,or the HFCAA,if the SEC determines that we have filed audit reports issued by aregistered public accounting firm that has not been subject to inspections by the United States Public Company Accounting Oversight
95、Board,or thePCAOB,for two consecutive years,the SEC will prohibit our shares or the ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States.On December 16,2021,the PCAOB issued a report to notify the SEC of its determination that the PC
96、AOBwas unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong,including our auditor.In May 2022,the SEC conclusively listed our company as a Commission-Identified Issuer under the HFCAA following the filing of our annual report on
97、Form 20-F for the fiscal year ended December 31,2021.On December 15,2022,the PCAOB issued a report that vacated its December 16,2021determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registeredpublic accountin
98、g firms.For this reason,we do not expect to be identified as a Commission-Identified Issuer under the HFCAA after we file this annualreport on Form 20-F.Each year,the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and HongKong,among other jurisdi
99、ctions.If the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accountingfirms in mainland China and Hong Kong and we use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financialstatements filed wit
100、h the Securities and Exchange Commission,or the SEC,we would be identified as a Commission-Identified Issuer following the filingof the annual report on Form 20-F for the relevant fiscal year.There can be no assurance that we would not be identified as a Commission-Identified Issuerfor any future fi
101、scal year,and if we were so identified for two consecutive years,we would become subject to the prohibition on trading under theHFCAA.For more details,see“Item 3.Key InformationD.Risk FactorsRisks Relating to Doing Business in ChinaThe PCAOB had historicallybeen unable to inspect our auditor in rela
102、tion to their audit work performed for our financial statements and the inability of the PCAOB to conductinspections of our auditor in the past has deprived our investors with the benefits of such inspections”and“Item 3.Key InformationD.Risk FactorsRisks Relating to Doing Business in ChinaOur ADSs m
103、ay be prohibited from trading in the United States under the HFCAA in the future if the PCAOBis unable to inspect or investigate completely auditors located in China.The delisting of the ADSs,or the threat of their being delisted,may materially andadversely affect the value of your investment.”Permi
104、ssions Required from the PRC Authorities for Our Operations and Overseas Financing ActivitiesWe conduct our business through our PRC subsidiaries and the VIE in China.Our operations in China are governed by PRC laws and regulations.As of March 31,2023,our PRC subsidiaries and the VIE have obtained t
105、he requisite licenses and permits from the PRC government authorities that arenecessary for our business operations in China,namely,(i)business license,(ii)the value-added telecommunication business license,(iii)the Hi-TechEnterprise Certificate,(iv)the Filing Certificate for Classified Protection o
106、f Information System Security,(v)the Radio Transmission Equipment TypeApproval Certificate,(vi)the Food Operation License,(vii)the Liquor Retail License and(viii)the Liquor Wholesale License,and have not been deniedsuch licenses and permits.As advised by our PRC legal counsel,Commerce&Finance Law Of
107、fices,(i)as of March 31,2023,except for the risks asdisclosed in“Item 3.Key InformationD.Risk FactorsRisks Relating to Our Business and IndustryAny lack of requisite approvals,licenses orpermits applicable to our business may have a material and adverse impact on our business,financial condition and
108、 results of operations”and“Item 3.KeyInformationD.Risk FactorsRisks Relating to Doing Business in ChinaIncreases in labor costs and enforcement of stricter labor laws andregulations in China may adversely affect our business and our profitability,”each of the PRC subsidiaries and the VIE has obtaine
109、d all necessary licensesand permits as required by Chinese authorities to conduct its business in the manner described in this annual report;(ii)under the current PRC laws,regulations and rules,as of the date of this annual report,our future offshore offering or listing in an overseas market will be
110、 subject to the filingrequirements of the China Securities Regulatory Commission,or the CSRC;and(iii)under the current PRC laws,regulations and rules,as of the date ofthis annual report,the PRC subsidiaries and the VIE are not required by the Cyberspace Administration of China,or the CAC,to go throu
111、gh cybersecurityreview in connection with our companys issuance of securities to foreign investors.However,our PRC legal counsel has also advised us that there aresubstantial uncertainties regarding the interpretation and application of current and future PRC laws,regulations and rules.Accordingly,t
112、he PRCregulatory authorities may take a view that is contrary to the opinion of our PRC legal counsel.Given the uncertainties of interpretation andimplementation of relevant laws and regulations and the enforcement practice by relevant government authorities,we may be required to obtain additionalli
113、censes,permits,filings or approvals for the functions and services of our platform in the future.Table of Contents8On February 17,2023,the CSRC released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companiesand five supporting guidelines,or the Trial Meas
114、ures,which came into effect on March 31,2023.According to the Trial Measures,a filing-basedregulatory system will be applied to overseas offering and listing of PRC domestic companies.Pursuant to the Announcement relating to the Notice onFiling Management Arrangements for Overseas Securities Offerin
115、g and Listing by Domestic Companies issued on February 17,2023 by the CSRC,domestic companies that had been listed overseas prior to March 31,2023 are categorized as“existing enterprises”and are not required to file with theCSRC with respect to their previous listings immediately.Additionally,such c
116、ompanies are required to fulfill the filing requirements when such companiesconduct follow-on offerings,capital raising activities or other activities for which filings with the CSRC are required pursuant to the Trial Measures.Therefore,any follow-on offering or subsequent listing of our securities
117、in overseas markets,including our follow-on offerings,issuance of convertiblebonds,offshore relisting after going-private transactions,and other equivalent offering activities,will be subject to the filing procedures with the CSRC.Furthermore,we are required to file a report with the CSRC after the
118、occurrence and public disclosure of certain material corporate events,including butnot limited to,change of control and voluntary or mandatory delisting.There remain uncertainties as to the interpretation and implementation of regulatory requirements.Particularly,it is uncertain whether it would bep
119、ossible for us or how long it will take us to complete the required filing procedures in case we are required to do so.If we fail to obtain the relevantapproval or complete the filing procedures for any future offshore offering or listing,we may face sanctions by the CSRC or other PRC regulatoryauth
120、orities,which may include fines and penalties on our operations in China,limitations on our operating privileges in China,restrictions on orprohibition of the payments or remittance of dividends by our subsidiaries in China,restrictions on or delays to our future financing transactions offshore,or o
121、ther actions that could have a material and adverse effect on our business,financial condition,results of operations,reputation and prospects,as well asthe trading price of our ADSs.In addition,there are uncertainties with regard to whether any report filed with the CSRC after the occurrence of cert
122、ainmaterial corporate events will be subject to any further action from the CSRC.For more detailed information,see“Item 3.Key InformationD.RiskFactorsRisks Relating to Doing Business in ChinaThe filing with the China Securities Regulatory Commission is required and approval of other PRCgovernmental
123、authorities may be required in connection with our offshore offerings under PRC law,and we cannot predict whether or for how long we willbe able to obtain such approval or complete such filing”and“Item 3.Key InformationD.Risk FactorsRisks Relating to Our Business and IndustryOur business is subject
124、to complex and evolving Chinese and other applicable laws and regulations regarding cybersecurity,information security,privacyand data protection.Many of these laws and regulations are subject to change and uncertain interpretation,and any failure or perceived failure to complywith these laws and re
125、gulations could result in claims,changes to our business practices,negative publicity,legal proceedings,increased cost of operations,or declines in user growth or engagement,or otherwise harm our business.”Table of Contents9Cash Flows through Our OrganizationWe have established relevant controls and
126、 procedures for cash flows within our organization.Each transfer of cash between our company and asubsidiary or a VIE is subject to internal approval.We have implemented a cash management policy that dictates how funds are transferred between SmartShare Global Limited,our subsidiaries,the VIE or inv
127、estors,for purposes of establishing good internal control over cash management.Under our cashmanagement policy,cash is managed by the treasury department of our company,and each transfer of cash between Smart Share Global Limited and asubsidiary or the VIE is subject to internal approval.The treasur
128、y department monitors the inter-company transfer of funds based on the projected annualcash flow statements of our company,our subsidiaries and the VIE.The treasury department also prepares funds reports regularly,analyzes funds usageand verifies and reports events that lead to major fluctuations in
129、 funds to our management team.We only allow authorized departments and personnel tohave access to our funds,and we also segregate duties between personnel involved in funds management.The cash inflows of our company were primarilygenerated from the proceeds we received from our public offerings of A
130、DSs and other financing activities.Smart Share Global Limited transfers cash to itswholly-owned Hong Kong subsidiaries by making capital contributions or providing loans,and the Hong Kong subsidiaries transfer cash to thesubsidiaries in China by making capital contributions or providing loans to the
131、m.Because Smart Share Global Limited and its subsidiaries control thevariable interest entities through contractual arrangements,Smart Share Global Limited and its subsidiaries are not able to make direct capital contributionto the variable interest entities.However,Smart Share Global Limited and it
132、s subsidiaries may transfer cash to the variable interest entities by loans or bymaking payment to the variable interest entities for inter-group transactions.There is no assurance the PRC government will not intervene in or imposerestrictions on the ability of Smart Share Global Limited,its subsidi
133、aries and the VIE to transfer cash.To the extent cash in the business is in the PRC or aPRC entity,the funds may not be available to fund operations or for other use outside of the PRC due to interventions in or the imposition of restrictionsand limitations on the ability of Smart Share Global Limit
134、ed,its subsidiaries or the VIE by the PRC government to transfer cash.In 2020,2021 and 2022,Smart Share Global Limited,through its intermediate holding company,provided capital contribution of RMB178.2 million,RMB1,005.0 million andRMB297.1 million,respectively,to its subsidiaries in China.For detai
135、ls of capital contribution from Smart Share Global Limited to its subsidiaries,see the“investments in subsidiaries”as in the selected condensed consolidated cash flows information under“Item 3.Key InformationA.ReservedFinancial Information Related to the Variable Interest Entities.”In 2020,2021 and
136、2022,Smart Share Global Limited did not provide loans to itssubsidiaries in China.For the years ended December 31,2020,2021 and 2022,no assets other than cash were transferred between our company and ourPRC subsidiaries and the variable interest entities,no subsidiaries paid dividends or made other
137、distributions to Smart Share Global Limited,and nodividends or distributions were paid or made to U.S.investors.Pursuant to the Exclusive Business Cooperation Agreement between our wholly-ownedPRC subsidiary and the respective variable interest entity and its shareholders,the amount of consultancy a
138、nd service fees should be mutually agreed ineach quarterly bill according to the amount and commercial value of the services provided to the variable interest entity.However,our WFOE may adjustthe standard of consultancy and service fees according to the amount and content of services provided.Accor
139、ding to the existing VIE agreements,for theyears ended December 31,2020,2021 and 2022,the amount of consultancy and service fees paid by variable interest entities to WFOEs were RMB37.3million,RMB18.3 million and RMB6.5 million,respectively.For details of the amount of consultancy and service fees p
140、aid by variable interest entities toWFOEs,see“intercompany payments from service charge”as in the selected condensed consolidated cash flows information under“Item 3.KeyInformationA.ReservedFinancial Information Related to the Variable Interest Entities.”In 2020,2021 and 2022,our subsidiaries in Chi
141、na did notprovide loans to the variable interest entities.In 2020,2021 and 2022,our subsidiaries in China paid RMB124.2 million,RMB88.0 million and RMB14.6million,respectively,to the variable interest entities for intra-group transactions.For details of the amount paid by our subsidiaries to the var
142、iable interestentities,see“intercompany receipts from service charge”as in the selected condensed consolidated cash flows information under“Item 3.Key InformationA.ReservedFinancial Information Related to the Variable Interest Entities.”If there is any amount payable to relevant WFOEs under the VIEa
143、greements,the variable interest entities will settle the amount accordingly.For details of the financial position,cash flows and results of operations of thevariable interest entities,see the selected condensed consolidated financial information under“Item 3.Key InformationA.ReservedFinancialInforma
144、tion Related to the Variable Interest Entities,”“Item 5.Operating and Financial Review and ProspectsA.Operating Results”and theconsolidated financial statements commencing on page F-1,included in this annual report on Form 20-F.Table of Contents10As a Cayman Islands holding company,Smart Share Globa
145、l Limited may receive dividends from its PRC subsidiaries.Under the EnterpriseIncome Tax Law of the PRC,or the EIT Law,and related regulations,dividends,interests,rent or royalties payable by a foreign-invested enterprise,suchas our PRC subsidiaries,to any of its foreign non-resident enterprise inve
146、stors,and proceeds from any such foreign enterprise investors disposition ofassets(after deducting the net value of such assets)are subject to a 10%withholding tax,unless the foreign enterprise investors jurisdiction ofincorporation has a tax treaty with China that provides for a reduced rate of wit
147、hholding tax.Hong Kong has a tax arrangement with mainland China thatprovides for a 5%withholding tax on dividends subject to certain conditions and requirements,such as the requirement that the Hong Kong residententerprise own at least 25%of the PRC enterprise distributing the dividend at all times
148、 within the 12-month period immediately preceding the distributionof dividends and be a“beneficial owner”of the dividends.Smart Share International Limited,which directly owns our PRC subsidiaries,ZhixiangInvestment WFOE,Zhixiang WFOE and Tianhui Co.,Ltd.,is incorporated in Hong Kong.However,if Smar
149、t Share International Limited is not consideredto be the beneficial owner of the dividends paid to it by Zhixiang Investment WFOE,Zhixiang WFOE and Tianhui Co.,Ltd.under the tax circularspromulgated in February 2009 and February 2018,such dividends would be subject to withholding tax at a rate of 10
150、%.If our PRC subsidiaries declareand distribute profits to us,such payments will be subject to withholding tax,which will increase our tax liability and reduce the amount of cash availableto our company.See“Item 3.Key InformationD.Risk FactorsRisks Relating to Doing Business in ChinaWe may rely on d
151、ividends and otherdistributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have,and any limitation on the ability of ourPRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.”for more det
152、ails.If our holdingcompany in the Cayman Islands or any of our subsidiaries outside of China were deemed to be a“resident enterprise”under the PRC Enterprise IncomeTax Law,it would be subject to enterprise income tax on its worldwide income at a rate of 25%.See“Risk FactorsRisks Relating to Doing Bu
153、siness inChinaIf we are classified as a PRC resident enterprise for PRC income tax purposes,such classification could result in unfavorable tax consequences tous and our non-PRC shareholders or ADS holders.”For purposes of illustration,the following discussion reflects the hypothetical taxes that mi
154、ght be required to be paid within China,assuming that(i)our company has taxable earnings,and(ii)our company determines to pay dividends in the future.Tax calculation(1)Hypothetical pre-tax earnings(2)100%Tax on earnings at statutory rate of 25%(3)(25)%Net earnings available for distribution 75%Withh
155、olding tax at standard rate of 10%(4)(7.5)%Net distribution to Parent/Shareholders 67.5%(1)For purposes of this example,the tax calculation has been simplified.The hypothetical book pre-tax earnings amount,not considering timing differences,is assumed to equal taxableincome in China.(2)Under the ter
156、ms of VIE agreements,our PRC subsidiaries may charge the variable interest entities for services provided to the variable interest entities.These service fees shall berecognized as expenses of the variable interest entities,with a corresponding amount as service income by our PRC subsidiaries and el
157、iminate in consolidation.For income tax purposes,our PRC subsidiaries and the variable interest entities file income tax returns on a separate company basis.The service fees paid are recognized as a tax deduction by the variable interestentities and as income by our PRC subsidiaries and are tax neut
158、ral.(3)Certain of our subsidiaries and the variable interest entities enjoy tax holiday of two-year EIT exemption and subsequently three-year 12.5%preferential tax rate in China.However,suchrate may not be available in a future period when distributions are paid.For purposes of this hypothetical exa
159、mple,the table above reflects a maximum tax scenario under which the fullstatutory rate would be effective.(4)The PRC Enterprise Income Tax Law imposes a withholding income tax of 10%on dividends distributed by a foreign invested enterprise,or FIE,to its immediate holding company outsideof China.A l
160、ower withholding income tax rate of 5%is applied if the FIEs immediate holding company is registered in Hong Kong SAR or other jurisdictions that have a tax treatyarrangement with mainland China,subject to a qualification review at the time of the distribution.For purposes of this hypothetical examp
161、le,the table above assumes a maximum taxscenario under which the full withholding tax would be applied.The table above has been prepared under the assumption that all profits of the variable interest entities will be distributed as fees to our PRCsubsidiaries under tax-neutral contractual arrangemen
162、ts.If,in the future,the accumulated earnings of the variable interest entities exceed the service feespaid to our PRC subsidiaries(or if the current and contemplated fee structure between the intercompany entities is determined to be non-substantive anddisallowed by Chinese tax authorities),the vari
163、able interest entities could make a non-deductible transfer to our PRC subsidiaries for the amounts of thestranded cash in the variable interest entities.This would result in such transfer being non-deductible expenses for the variable interest entities but stilltaxable income for the PRC subsidiari
164、es.Such a transfer and the related tax burdens would reduce our after-tax income to approximately 50.6%of the pre-tax income.Our management believes that there is only a remote possibility that this scenario would happen.Table of Contents11Under PRC laws and regulations,we are subject to restriction
165、s on foreign exchange and cross-border cash transfers,including to U.S.investors.For instance,under existing PRC foreign exchange regulations,payments of current account items,including profit distributions,interest payments andexpenditures from trade-related transactions,can be made in foreign curr
166、encies without prior approval from the State Administration of Foreign Exchange,or SAFE,by complying with certain procedural requirements.However,approval from appropriate government authorities is required where RMB is to beconverted into foreign currency and remitted out of China to pay capital ex
167、penses such as the repayment of loans denominated in foreign currencies.Ourability to distribute earnings to our company and U.S.investors is also limited.Our company is a Cayman Islands holding company and may rely ondividends and other distributions on equity paid by our PRC subsidiaries,which in
168、turn relies on consultancy,service and other fees paid to our companyby the variable interest entities,for its cash and financing requirements,including the funds necessary to pay dividends and other cash distributions to itsshareholders and service any debt we may incur.When any of our PRC subsidia
169、ries incurs debt on its own behalf,the instruments governing the debt mayrestrict its ability to pay dividends or make other distributions to us.Our subsidiaries ability to distribute dividends is based upon their distributable earnings.Current PRC regulations permit our PRC subsidiaries topay divid
170、ends to their respective shareholders only out of their accumulated profits,if any,determined in accordance with PRC accounting standards andregulations.In addition,each of our PRC subsidiaries and the variable interest entities is required to set aside at least 10%of its after-tax profits each year
171、,if any,to fund a statutory reserve until such reserve reaches 50%of its registered capital.Each of such entities in China is also required to further set asidea portion of its after-tax profits to fund the employee welfare fund,although the amount to be set aside,if any,is determined at the discret
172、ion of its board ofdirectors.These reserves are not distributable as cash dividends.In addition,our PRC subsidiaries and the variable interest entities generate their revenue primarily in Renminbi,which is not freely convertibleinto other currencies.As a result,any restriction on currency exchange m
173、ay limit the ability of our PRC subsidiaries to pay dividends to us.For moredetails,see“Item 3.Key InformationD.Risk FactorsRisks Relating to Doing Business in ChinaWe may rely on dividends and other distributions onequity paid by our PRC subsidiaries to fund any cash and financing requirements we m
174、ay have,and any limitation on the ability of our PRC subsidiaries tomake payments to us could have a material and adverse effect on our ability to conduct our business”and“Item 3.Key InformationD.Risk FactorsRisks Relating to Doing Business in ChinaPRC regulation of loans to and direct investment in
175、 PRC entities by offshore holding companies andgovernmental control of currency conversion may delay or prevent us from using the proceeds of our securities offering to make loans or additional capitalcontributions to our PRC subsidiaries and the VIE,which could materially and adversely affect our l
176、iquidity and our ability to fund and expand ourbusiness.”A.ReservedThe following selected consolidated statements of operations data for the years ended December 31,2020,2021 and 2022,selected consolidatedbalance sheet data as of December 31,2021 and 2022,and selected consolidated statements of cash
177、 flow data for the years ended December 31,2020,2021 and 2022 have been derived from our audited consolidated financial statements included elsewhere in this annual report.The selected consolidatedstatements of operations data and cash flow data for the years ended December 31,2019 and the selected
178、consolidated balance sheet data as of December31,2019 and 2020 have been derived from our audited consolidated financial statements,which are not included in this annual report.Our consolidatedfinancial statements are prepared and presented in accordance with accounting principles generally accepted
179、 in the United States of America,or U.S.GAAP.Despite the lack of legal majority ownership,our Cayman Island holding company is considered the primary beneficiary of the variable interestentities and consolidates the variable interest entities and their respective subsidiaries as required by Accounti
180、ng Standards Codification topic 810,Consolidation.Accordingly,we treat the variable interest entities as our consolidated entities under U.S.GAAP and we consolidate the financial results ofthe variable interest entities in our consolidated financial statements in accordance with U.S.GAAP.You should
181、read this Selected Consolidated Financial Data section together with our consolidated financial statements and the related notes inconjunction with“Item 5.Operating and Financial Review and Prospects”included elsewhere in this annual report.Our historical results are notnecessarily indicative of our
182、 results expected for future periods.Table of Contents12The following table presents our selected consolidated statements of operations data for the years ended December 31,2019,2020,2021 and2022.For the Year Ended December 31,20022RMBRMBRMBRMBUS$(in thousands)Selected Consolidated Statem
183、ents of Operations Data:RevenuesMobile device charging business 1,924,264 2,711,541 3,455,797 2,754,143 399,313Power bank sales 70,448 77,598 102,857 59,476 8,623Others 27,598 20,220 26,737 24,571 3,562Total revenues 2,022,310 2,809,359 3,585,391 2,838,190 411,498Cost of revenues(1)(292,494)(430,773
184、)(557,177)(556,923)(80,746)Research and development expenses(1)(65,471)(70,938)(93,882)(90,655)(13,144)Sales and marketing expenses(1)(1,362,185)(2,121,006)(2,950,972)(2,712,330)(393,251)General and administrative expenses(1)(82,448)(79,600)(118,973)(112,403)(16,297)Other operating income 12,349 24,
185、790 26,614 12,876 1,867Income/(loss)from operations 232,061 131,832 (108,999)(621,245)(90,073)Interest and investment income 10,184 10,271 30,560 52,389 7,596Interest expense to third parties (26,963)(39,596)(38,051)(31,282)(4,535)Interest expense to a related party (1,032)Foreign exchange(loss)/gai
186、n,net (1,973)(485)(7,935)3,787 549Other(loss)/income,net (8)443 (190)(413)(60)Change in fair value of warrant liabilities (865)(7,442)Income/(loss)before income tax expense 212,436 93,991 (124,615)(596,764)(86,523)Income tax expense (45,830)(18,564)(114,476)(16,597)Net income/(loss)166,606 75,427 (1
187、24,615)(711,240)(103,120)Accretion of convertible redeemable preferred shares (406,828)(3,206,324)(4,729,719)Deemed dividend to preferred shareholders (24,229)(104,036)Net loss attributable to ordinary shareholders of Smart ShareGlobal Limited (264,451)(3,130,897)(4,958,370)(711,240)(103,120)Net inc
188、ome/(loss)166,606 75,427 (124,615)(711,240)(103,120)Other comprehensive(loss)/income Foreign currency translation adjustments,net of nil tax (16,203)232,957 (150,267)112,372 16,292Total comprehensive income/(loss)150,403 308,384 (274,882)(598,868)(86,828)Accretion of convertible redeemable preferred
189、 shares (406,828)(3,206,324)(4,729,719)Deemed dividend to preferred shareholders (24,229)(104,036)Comprehensive loss attributable to ordinary shareholders of SmartShare Global Limited (280,654)(2,897,940)(5,108,637)(598,868)(86,828)Note:(1)Includes share-based compensation expenses as follows:For th
190、e Year Ended December 31,20022 RMB RMB RMB RMB US$(in thousands)Sharebased compensation expenses:General and administrative expenses 35,499 24,015 23,688 21,383 3,100Research and development expenses 916 1,378 1,462 1,679 244Sales and marketing expenses 2,501 4,144 5,252 4,983 722Cost of
191、revenues 170 218 271 200 29Total 39,086 29,755 30,673 28,245 4,095Table of Contents13The following table presents our selected consolidated balance sheet data as of December 31,2019,2020,2021 and 2022.As of December 31,20022 RMB RMB RMB RMB US$(in thousands)Selected Consolidated Balance S
192、heet Data:Cash and cash equivalents 273,608 1,252,493 1,296,924 948,773 137,559Restricted cash 106,925 51,008 19,671 14,608 2,118Short-term investments 320,462 170,552 1,418,721 2,091,198 303,195Accounts receivable,net 24,223 18,743 14,881 16,482 2,390Notes receivable 5,622 Inventory 4,373 1,051 152
193、Prepayments and other current assets 173,597 253,020 487,540 228,672 33,154Total current assets 898,815 1,745,816 3,247,732 3,300,784 478,568Property,equipment and software,net 981,202 963,453 945,226 886,460 128,525Total non-current assets 1,126,707 1,039,819 1,150,249 986,857 143,081Total assets 2
194、,025,522 2,785,635 4,397,981 4,287,641 621,649Short-term borrowings 191,000 24,500 Financing payable current 40,137 46,854 84,175 76,272 11,058Accounts and notes payable 307,673 406,760 551,751 810,197 117,468Accounts due to related parties current 193,280 77,939 23,290 Accruals and other current li
195、abilities 255,245 219,210 238,510 268,007 38,858Total current liabilities 1,056,265 854,833 1,028,365 1,422,878 206,298Financing payable non-current 102,019 197,297 85,658 32,281 4,680Total non-current liabilities 119,249 232,188 137,592 223,458 32,398Total liabilities 1,175,514 1,087,021 1,165,957
196、1,646,336 238,696Total mezzanine equity 1,421,083 5,137,874 Total shareholders(deficit)/equity (571,075)(3,439,260)3,232,024 2,641,305 382,953Total liabilities,mezzanine equity and shareholders(deficit)/equity 2,025,522 2,785,635 4,397,981 4,287,641 621,649The following table presents our selected c
197、onsolidated cash flow data for the years ended December 31,2019,2020,2021 and 2022.For the Year Ended December 31,20022 RMB RMB RMB RMB US$(in thousands)Net cash generated from operating activities 444,040 536,118 226,778 708,142 102,670Net cash used in investing activities (868,296)(261,
198、487)(1,714,287)(1,023,997)(148,465)Net cash generated from/(used in)financing activities 579,668 654,571 1,563,397 (78,454)(11,374)Effect of exchange rate changes on cash and cash equivalents and restrictedcash (4,368)(6,234)(42,794)42,095 6,103Net increase/(decrease)in cash,cash equivalents and res
199、tricted cash 151,044 922,968 33,094 (352,214)(51,066)Cash,cash equivalents and restricted cash at the beginning of the year 229,489 380,533 1,303,501 1,336,595 193,788Cash,cash equivalents and restricted cash at the end of the year 380,533 1,303,501 1,336,595 984,381 142,722Financial Information Rel
200、ated to the Variable Interest EntitiesThe following table presents the condensed consolidating schedule of financial position for the variable interest entities including those which hadno significant operations,nor any material assets or liabilities,and other entities for the periods and/or as of t
201、he dates presented.Table of Contents14Selected Condensed Consolidated Statement of Operations Data InformationFor the Year Ended December 31,2022WFOEs asVariableThe ParentOtherPrimaryInterestConsolidated Company Subsidiaries Beneficiary Entities Eliminations TotalRMB(In thousands)Third-party revenue
202、s 632,115 2,206,064 11 2,838,190Inter-company service charge(1)35,788 2,554(a)(38,342)Third-party costs and expenses(7,859)(784,172)(2,670,265)(10,015)(3,472,311)Inter-company costs and expenses(1)(35,788)(2,554)38,342Other operating income 5,379 3,955 5,108 (1,566)12,876Income(loss)from subsidiarie
203、s and variable interest entities(2)(708,864)(560,382)(9,008)1,278,254 Income(loss)from non-operations 104 28,741 (4,372)8 24,481Income/(loss)before income tax expense(711,240)(715,531)(439,239)(9,008)1,278,254 (596,764)Less:Income tax credit/(expense)6,667 (121,143)(114,476)Net income/(loss)(711,240
204、)(708,864)(560,382)(9,008)1,278,254 (711,240)Net loss attributable to ordinary shareholders (711,240)(708,864)(560,382)(9,008)1,278,254 (711,240)For the Year Ended December 31,2021WFOEs asVariableThe ParentOtherPrimaryInterestConsolidated Company Subsidiaries Beneficiary Entities Eliminations TotalR
205、MB(In thousands)Third-party revenues 183,959 3,385,046 16,386 3,585,391Inter-company service charge(1)103,948(a)(103,948)Third-party costs and expenses (6,163)(238,385)(3,409,979)(66,477)(3,721,004)Inter-company costs and expenses(1)(103,948)103,948 Other operating income 3,946 1,003 33,024(11,359)2
206、6,614Income(loss)from subsidiaries and variable interest entities(2)(122,970)(77,727)38,584 162,113 Income(loss)from non-operations 572 8,881 (25,069)(15,616)Income/(loss)before income tax expense (124,615)(122,269)(82,342)42,498 162,113 (124,615)Less:Income tax expense (701)4,615 (3,914)Net income/
207、(loss)(124,615)(122,970)(77,727)38,584 162,113 (124,615)Less:Accretion of convertible redeemable preferred shares (4,729,719)(4,729,719)Deemed dividend to preferred shareholders (104,036)(104,036)Net loss attributable to ordinary shareholders (4,958,370)(122,970)(77,727)38,584 162,113 (4,958,370)For
208、 the Year Ended December 31,2020 WFOEs as Variable The ParentOtherPrimaryInterestConsolidatedCompanySubsidiariesBeneficiaryEntitiesEliminationsTotalRMB(In thousands)Third-party revenues 2,799,946 9,413 2,809,359Inter-company service charge(1)276,578 406,730(a)(683,308)Third-party costs and expenses
209、(1,702)(599)(2,598,121)(101,895)(2,702,317)Inter-company costs and expenses(1)(406,730)(276,578)683,308Other operating income 25,147 (357)24,790Income(loss)from subsidiaries and variable interest entities(2)84,571 84,090 37,313 (205,974)Income(loss)from non-operations (7,442)1,080 (31,479)(37,841)In
210、come/(loss)before income tax expense 75,427 84,571 102,654 37,313 (205,974)93,991Less:Income tax expense (18,564)(18,564)Net income/(loss)75,427 84,571 84,090 37,313 (205,974)75,427Less:Accretion of convertible redeemable preferred shares (3,206,324)(3,206,324)Net loss attributable to ordinary share
211、holders (3,130,897)84,571 84,090 37,313 (205,974)(3,130,897)Note(a)For the periods presented,Shanghai Zhixiang was used primarily to facilitate our internal research and development functions with nomaterial external operations.In consideration for its service,Zhixiang WFOE pays service fees to Shan
212、ghai Zhixiang.The service fees are determined byZhixiang WFOE based on the nature and cost of the research and development activities of Shanghai Zhixiang,which is adjusted and evaluated onperiodical basis.Table of Contents15Selected Condensed Consolidated Balance Sheets InformationAs of December 31
213、,2022WFOEs as VariableThe Parent Other Primary InterestConsolidated CompanySubsidiariesBeneficiaryEntitiesEliminationsTotalRMB(In thousands)ASSETSCurrent assets:Cash and cash equivalents 5,390 315,213 628,080 90 948,773Restricted cash 10,649 3,959 14,608Short-term investments 1,546,510 544,688 2,091
214、,198Accounts receivable,net 830 15,652 16,482Inventory 1,051 1,051Prepayments and other current assets 802 36,712 186,685 4,473 228,672Amounts due from intercompany(3)479,669 821,496 591,174 (1,892,339)Total current assets 6,192 2,390,634 2,200,560 595,737 (1,892,339)3,300,784Non-current assets:Long
215、-term restricted cash 21,000 21,000Property,equipment and software,net 25,593 860,867 886,460Long-term prepayments to a related party 71 71Right-of-use assets,net 12,442 12,442Other non-current assets 9,261 26,631 6 35,898Deferred tax assets,net 11,586 19,400 30,986Investments in subsidiaries(2)1,13
216、6,046 798,420 (1,934,466)Investments in variable interest entities(2)142,562 (142,562)Amounts due from intercompany(long-term)(3)1,545,429 (1,545,429)Total non-current assets 2,681,475 844,860 1,082,973 6 (3,622,457)986,857Total assets2,687,6673,235,4943,283,533595,743(5,514,796)4,287,641LIABILITIES
217、 AND SHAREHOLDERS EQUITY Current liabilities:Accounts and notes payable 125,166 685,031 810,197Salary and welfare payable 104 16,478 92,316 2,376 111,274Tax payable 29,660 110,265 7,442 147,367Financing payable current 76,272 76,272Current portion of lease liabilities 9,761 9,761Accruals and other c
218、urrent liabilities 8,897 9,186 249,380 544 268,007Amounts due to intercompany(3)24,918 369,028 1,055,574 442,819 (1,892,339)Total current liabilities 33,919 549,518 2,278,599 453,181 (1,892,339)1,422,878Financing payable non-current 32,281 32,281Non-current lease liabilities 854 854Amount due to rel
219、ated parties non-current 1,000 1,000Amounts due to intercompany(long-term)(3)1,545,429 (1,545,429)Other non-current liabilities 12,443 4,501 172,379 189,323Total non-current liabilities 12,443 1,549,930 206,514 (1,545,429)223,458Total liabilities 46,362 2,099,448 2,485,113 453,181 (3,437,768)1,646,3
220、36Shareholders equity:Ordinary shares 723,185 1,133,965 1,000 (1,858,150)Class A ordinary shares 296 296Class B ordinary shares 51 51Treasury shares (6,816)(6,816)Additional paid-in capital 11,786,482 1,066,592 30,442 68,596 (1,165,630)11,786,482Statutory reserves 16,593 16,026 566(16,592)16,593Accu
221、mulated other comprehensive income 163,928 (91,747)91,747 163,928(Accumulated deficit)/retained earnings (9,319,229)(561,984)(382,013)72,400 871,597 (9,319,229)Total shareholders equity(2)2,641,305 1,136,046 798,420 142,562 (2,077,028)2,641,305Total liabilities and shareholders equity 2,687,667 3,23
222、5,494 3,283,533 595,743 (5,514,796)4,287,641Table of Contents16As of December 31,2021WFOEs as VariableThe Parent Other Primary InterestConsolidated Company Subsidiaries Beneficiary Entities Eliminations TotalRMB(In thousands)ASSETSCurrent assets:Cash and cash equivalents 59,079 867,944 369,295 606 1
223、,296,924Restricted cash 2,371 17,300 19,671Short-term investments 1,116,576 302,145 1,418,721Accounts receivable,net 628 12,783 1,470 14,881Notes receivable 5,622 5,622Inventory 3,811 562 4,373Prepayments and other current assets 987 79,086 406,150 1,317 487,540Amounts due from intercompany(3)469,62
224、0 603,009 (1,072,629)Total current assets 60,066 2,070,416 1,583,477 606,402 (1,072,629)3,247,732Non-current assets:Long-term restricted cash 20,000 20,000Property,equipment and software,net 1,077 944,149 945,226Long-term prepayments to a related party 20,037 20,037Other non-current assets 3,027 161
225、,937 22 164,986Investments in subsidiaries(2)1,919,167 1,218,554 (3,137,721)Investments in variable interest entities(2)150,862 (150,862)Amounts due from intercompany(long-term)(3)1,300,477 (1,300,477)Total non-current assets 3,219,644 1,222,658 1,296,985 22 (4,589,060)1,150,249Total assets 3,279,71
226、0 3,293,074 2,880,462 606,424 (5,661,689)4,397,981LIABILITIES AND SHAREHOLDERS EQUITY Current liabilities:Accounts and notes payable 31,829 519,922 551,751Amounts due to related parties current 23,290 23,290Salary and welfare payable 24,562 94,137 1,745 120,444Tax payable 1,604 1,043 7,548 10,195Fin
227、ancing payable current 84,175 84,175Accruals and other current liabilities 6,606 15,435 215,229 1,240 238,510Amounts due to intercompany(3)24,591 603,009 445,029 (1,072,629)Total current liabilities 31,197 73,430 1,540,805 455,562 (1,072,629)1,028,365Financing payable non-current 85,658 85,658Amount
228、 due to related parties non-current 1,000 1,000Amounts due to intercompany(long-term)(3)1,300,477(1,300,477)Other non-current liabilities 16,489 16,489Deferred tax liabilities,net 34,445 34,445Total non-current liabilities 16,489 1,300,477 121,103(1,300,477)137,592Total liabilities 47,686 1,373,907
229、1,661,908 455,562(2,373,106)1,165,957Shareholders equity:Ordinary shares 723,185 1,000,364 1,000(1,724,549)Class A ordinary shares 296 296Class B ordinary shares 51 51Treasury shares(27,784)(27,784)Additional paid-in capital 11,799,301 1,038,347 23,794 67,888(1,130,029)11,799,301Statutory reserves 1
230、6,593 16,027 566(16,593)16,593Accumulated other comprehensive income 51,556 10,755(10,755)51,556(Accumulated deficit)/retained earnings(8,607,989)146,880 178,369 81,408(406,657)(8,607,989)Total shareholders equity(2)3,232,024 1,919,167 1,218,554 150,862(3,288,583)3,232,024Total liabilities and share
231、holders equity 3,279,710 3,293,074 2,880,462 606,424(5,661,689)4,397,981Table of Contents17Selected Condensed Consolidated Cash Flows InformationFor the Year Ended December 31,2022WFOEs asVariableThe ParentOtherPrimaryInterest Consolidated Company Subsidiaries Beneficiary Entities Eliminations Total
232、RMB(In thousands)Intercompany payments from service charge(4)(14,600)(6,500)21,100 Intercompany receipts from service charge(4)6,500 14,600(21,100)Intercompany payment for purchase of goods(11,605)11,605Intercompany receipt for sales of goods 11,605 (11,605)Operating activities with external parties
233、 (5,559)(255,444)977,761 (8,616)708,142Net cash(used in)/generated from operating activities (5,559)(267,049)981,266 (516)708,142Investments in subsidiaries(5)(133,601)133,601 Loans to Group companies(31,394)(9,814)(167,240)208,448Other investing activities 920 (369,545)(655,372)(1,023,997)Net cash
234、used in investing activities (30,474)(512,960)(822,612)342,049 (1,023,997)Capital contribution from Group companies(5)133,601 (133,601)Borrowings under loan from Group companies 198,634 9,814(208,448)Other financing activities (19,734)(58,720)(78,454)Net cash generated from financing activities (19,
235、734)198,634 84,695 (342,049)(78,454)For the Year Ended December 31,2021WFOEs asVariableThe ParentOtherPrimaryInterestConsolidated Company Subsidiaries Beneficiary Entities Eliminations TotalRMB(In thousands)Intercompany payments from service charge(4)(88,000)(18,255)106,255 Intercompany receipts fro
236、m service charge(4)18,255 88,000 (106,255)Operating activities with external parties 23,705 (47,657)324,450 (73,720)226,778Net cash generated from/(used in)operating activities 23,705 (47,657)254,705 (3,975)226,778Investments in subsidiaries(5)(1,048,953)(358,377)1,407,330 Loans to Group companies(1
237、,300,477)1,300,477Other investing activities (1,111,897)(602,390)(1,714,287)Net cash used in investing activities (2,349,430)(1,470,274)(602,390)2,707,807 (1,714,287)Capital contribution from Group companies(5)1,048,953 358,377 (1,407,330)Borrowings under loan from Group companies 1,300,477(1,300,47
238、7)Other financing activities 1,679,515 (116,118)1,563,397Net cash generated from financing activities 1,679,515 2,349,430 242,259 (2,707,807)1,563,397Table of Contents18For the Year Ended December 31,2020WFOEs asVariableThe ParentOtherPrimaryInterestConsolidated Company Subsidiaries Beneficiary Enti
239、ties Eliminations TotalRMB(In thousands)Intercompany payments from service charge(4)(124,193)(37,271)161,464 Intercompany receipts from service charge(4)37,271 124,193 (161,464)Operating activities with external parties 230 621,026 (85,138)536,118Net cash generated from operating activities 230 534,
240、104 1,784 536,118Investments in subsidiaries(5)(58,473)(178,229)236,702 Other investing activities (261,487)(261,487)Net cash used in investing activities (58,473)(178,229)(261,487)236,702 (261,487)Proceeds from Group company financing(5)58,473 178,229 (236,702)Other financing activities 733,569 (78
241、,998)654,571Net cash generated from financing activities 733,569 58,473 99,231 (236,702)654,571Notes:(1)It represents the elimination of the intercompany service charge at the consolidation level.(2)It represents the elimination of the investment among our company,other subsidiaries,primary benefici
242、ary of variable interest entities,and variable interest entities.(3)It represents the elimination of intercompany balances among our company,other subsidiaries,primary beneficiary of variable interest entities,and variable interest entities.(4)It represents the cash flows between our subsidiaries an
243、d the variable interest entities for intercompany service charges.(5)It represents the cash flows of capital injections as well as cash transfers among our company,other subsidiaries,primary beneficiary of variable interest entities,and variable interestentities.B.Capitalization and IndebtednessNot
244、applicable.C.Reasons for the Offer and Use of ProceedsNot applicable.Table of Contents19D.Risk FactorsSummary of Risk FactorsOur business is subject to a number of risks,including risks that may prevent us from achieving our business objectives or may adversely affectour business,financial condition
245、,results of operations,cash flows and prospects.These risks are discussed more fully below.Risks Relating to Our Business and IndustryRisks and uncertainties relating to our business include,but are not limited to,the following:Our limited operating history makes it difficult to evaluate our future
246、prospects.We cannot guarantee that we will be able to maintain thegrowth rate that we have maintained to date.See“Item 3.Key InformationD.Risk FactorsRisks Relating to Our Business and IndustryOur limited operating history makes it difficult to evaluate our future prospects.We cannot guarantee that
247、we will be able to maintain thegrowth rate that we have maintained to date.”on page 21.Our business,financial condition and results of operations have been and may continue to be adversely affected by the COVID-19 pandemic.See“Item 3.Key InformationD.Risk FactorsRisks Relating to Our Business and In
248、dustryOur business,financial condition andresults of operations have been and may continue to be adversely affected by the COVID-19 pandemic.”on page 21.Technological advancements that would lessen consumers need for mobile device charging may decrease consumer demand for our servicesor put price pr
249、essure on our services.See“Item 3.Key InformationD.Risk FactorsRisks Relating to Our Business and IndustryTechnological advancements that would lessen consumers need for mobile device charging may decrease consumer demand for mobiledevice charging services or put price pressure on such services,whic
250、h may materially and adversely affect our results of operations,financialcondition and business prospects.”on page 22.We operate in a highly competitive industry,and our competitors may compete more effectively than we can.See“Item 3.Key InformationD.Risk FactorsRisks Relating to Our Business and In
251、dustryWe operate in a highly competitive industry,and our competitors maycompete more effectively than we can,which could adversely affect our results of operations and financial condition.”on page 23.We have incurred net loss in the past,and we may not be able to achieve or maintain profitability i
252、n the future.See“Item 3.Key InformationD.Risk FactorsRisks Relating to Our Business and IndustryWe have incurred net loss in the past,and we may not be able to achieveor maintain profitability in the future.”on page 23.Risks Relating to Our Corporate StructureRisks and uncertainties relating to our
253、corporate structure include,but are not limited to,the following:Our company is a Cayman Islands holding company with no equity ownership in the VIE,and we conduct our operations in China through(i)our PRC subsidiaries and(ii)the VIE with which we have maintained contractual arrangements.Investors i
254、n our Class A ordinary sharesor the ADSs thus are not purchasing equity interest in the VIE in China but instead are purchasing equity interest in a Cayman Islandsholding company.See“Item 3.Key InformationD.Risk FactorsRisks Relating to Our Corporate StructureIf the PRC governmentfinds that the agre
255、ements that establish the structure for operating some of our operations in China do not comply with PRC regulationsrelating to the relevant industries,or if these regulations or the interpretation of existing regulations change in the future,we could be subjectto severe penalties or be forced to re
256、linquish our interests in those operations.”on page 46.We rely on contractual arrangements with the VIE and its respective shareholders for our operations in China,which may not be as effectivein providing operational control as direct ownership.See“Item 3.Key InformationD.Risk FactorsRisks Relating
257、 to Our CorporateStructureWe rely on contractual arrangements with the VIE and its respective shareholders for our operations in China,which may not beas effective in providing operational control as direct ownership.”on page 48.The VIE or its shareholders may fail to perform their obligations under
258、 our contractual arrangements.See“Item 3.Key InformationD.Risk FactorsRisks Relating to Our Corporate StructureAny failure by the VIE or its shareholders to perform their obligations under ourcontractual arrangements with them would have a material and adverse effect on our business.”on page 48.Tabl
259、e of Contents20Risks Relating to Doing Business in ChinaChanges in Chinas economic,political or social conditions or government policies could have a material and adverse effect on our businessand results of operations.See“Item 3.Key InformationD.Risk FactorsRisks Relating to Doing Business in China
260、Changes in Chinaseconomic,political or social conditions or government policies could have a material and adverse effect on our business and results ofoperations.”on page 51.Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to
261、 you and us.Inaddition,there is no assurance the PRC government will not intervene in or impose restrictions on the ability of Smart Share Global Limited,its subsidiaries and the VIE to transfer cash.To the extent cash in the business is in the PRC or a PRC entity,the funds may not be availableto fu
262、nd operations or for other use outside of the PRC due to interventions in or the imposition of restrictions and limitations on the ability ofSmart Share Global Limited,its subsidiaries or the VIE by the PRC government to transfer cash.See“Item 3.Key InformationD.RiskFactorsRisks Relating to Doing Bu
263、siness in ChinaUncertainties in the interpretation and enforcement of PRC laws and regulations couldlimit the legal protections available to you and us.”on page 51.The PRC governments oversight over our business operation could result in a material adverse change in our operations and the value of o
264、urADSs.See“Item 3.Key InformationD.Risk FactorsRisks Relating to Doing Business in ChinaThe PRC governments oversight overour business operation could result in a material adverse change in our operations and the value of our ADSs.”on page 52.The PCAOB had historically been unable to inspect our aud
265、itor in relation to their audit work.See“Item 3.Key InformationD.RiskFactorsRisks Relating to Doing Business in ChinaThe PCAOB had historically been unable to inspect our auditor in relation to theiraudit work performed for our financial statements and the inability of the PCAOB to conduct inspectio
266、ns of our auditor in the past hasdeprived our investors with the benefits of such inspections.”on page 53.Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect orinvestigate completely auditors located in China.The delisting of t
267、he ADSs,or the threat of their being delisted,may materially andadversely affect the value of your investment.See“Item 3.Key InformationD.Risk FactorsRisks Relating to Doing Business in ChinaOur ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is un
268、able to inspect orinvestigate completely auditors located in China.The delisting of the ADSs,or the threat of their being delisted,may materially andadversely affect the value of your investment.”on page 53.The filing with the China Securities Regulatory Commission is required and approval of other
269、PRC governmental authorities may berequired in connection with our offshore offerings under PRC law,and we cannot predict whether or for how long we will be able to obtainsuch approval or complete such filing.See“Item 3.Key InformationD.Risk FactorsRisks Relating to Doing Business in ChinaThefiling
270、with the China Securities Regulatory Commission is required and approval of other PRC governmental authorities may be required inconnection with our offshore offerings under PRC law,and we cannot predict whether or for how long we will be able to obtain suchapproval or complete such filing.”on page
271、54.Risks Relating to Our ADSsThe trading price of the ADSs is likely to be volatile,which could result in substantial losses to investors.See“Item 3.Key InformationD.Risk FactorsRisks Relating to Our ADSsThe trading price of the ADSs is likely to be volatile,which could result in substantial losses
272、toinvestors.”on page 62.Our dual-class voting structure will limit your ability to influence corporate matters and could discourage others from pursuing any changeof control transactions that holders of our Class A ordinary shares and ADSs may view as beneficial.See“Item 3.Key InformationD.RiskFacto
273、rsRisks Relating to Our ADSsOur dual-class voting structure will limit your ability to influence corporate matters and coulddiscourage others from pursuing any change of control transactions that holders of our Class A ordinary shares and ADSs may view asbeneficial.”on page 63.The dual-class structu
274、re of our ordinary shares may adversely affect the trading market for our ADSs.See“Item 3.Key InformationD.Risk FactorsRisks Relating to Our ADSsThe dual-class structure of our ordinary shares may adversely affect the trading market for ourADSs.”on page 63.Table of Contents21Risks Relating to Our Bu
275、siness and IndustryOur limited operating history makes it difficult to evaluate our future prospects.We cannot guarantee that we will be able to maintain the growth ratethat we have maintained to date.We commenced our commercial operations in 2017 and have a limited operating history,during which we
276、 grew rapidly to reach a wide networkof users and location partners in China.However,our historical performance may not be indicative of our future growth or financial results.We cannotassure you that we will be able to grow at the same rate as we did in the past,or avoid any decline in the future.O
277、ur growth may slow down or ourrevenues may decline for a number of possible reasons,some of which are beyond our control,including natural disasters or virus outbreaks,decreasingconsumer spending,increasing competition,declining growth or contraction of our overall market or industry,the emergence o
278、f alternative businessmodels or new technologies,changes in rules,regulations and government policies or general economic conditions.We will continue to expand our servicenetwork and may explore new operating models to bring greater convenience and better experience to consumers and increase our use
279、r base and number oftransactions.Implementation of our expansion plan and execution of our new business initiatives are subject to uncertainty,and we may not be able togrow at the rate we expect for the reasons stated above.In addition,there may be particular complexities,regulatory or otherwise,ass
280、ociated with ourexpansion into new service categories or new markets.If our growth rate declines,investors perceptions of our business and business prospects may beadversely affected and the market price of the ADSs could decline.You should consider our prospects in light of the risks and uncertaint
281、ies that companieswith a limited operating history may encounter.Our business,financial condition and results of operations have been and may continue to be adversely affected by the COVID-19 pandemic.The ongoing COVID-19 pandemic has continued to spread across the world and has created unique globa
282、l and industry-wide challenges.COVID-19 has resulted in quarantines,travel restrictions and the temporary or permanent closure of business venues,offices and facilities in China and many othercountries.New COVID-19 variants have also emerged across the globe,potentially extending the period during w
283、hich COVID-19 will negatively impactthe global economy.All of our revenues and workforce are concentrated in China,and our suppliers,assembly partners,location partners and network partners are alsopredominantly based in China.In the first half of 2020,the COVID-19 pandemic resulted in large scale q
284、uarantines,travel restrictions and the temporaryor permanent closure of business venues and facilities in China,with some of these restrictive measures being sporadically implemented up untilDecember 2022 to contain regional COVID-19 flare-ups.Consequently,consumer behavior has become more online fo
285、cused,and outdoor activities havedeclined as a result of such restrictive measures,reducing offline user traffic to our POIs and consumer demand for our mobile device charging services.During the peaks of the COVID-19 pandemic,many of our location partners shut down their operations temporarily or p
286、ermanently,negatively impactingour POI coverage and financial performance.As a result,our revenues and average revenues per power bank decreased significantly in the first half of2020,and we incurred net loss during this period.Our ability to expand our POI coverage was also negatively affected duri
287、ng this period.In the first halfof 2020,many of our business development personnel could not travel to meet with potential location partners and network partners,resulting in a numberof existing and potential location partners being unable to renew or enter into partnership agreements with us.Lastly
288、,our internal operations were impactedby the COVID-19 pandemic.During the first half of 2020,our employee head count decreased significantly,as part of our business developmentoperations was halted.Most of our employees were also unable to work in our offices in the first quarter of 2020,which negat
289、ively impacted ourworkforce productivity and operational efficiency.Table of Contents22The ability of our suppliers and assembly partners to timely deliver products was also adversely affected,and may continue to be adverselyaffected,by the COVID-19 pandemic for similar reasons.The COVID-19 pandemic
290、 may impact the manufacturing and sourcing of products and materialsin China,as it may result in potential factory closures,the inability to obtain raw materials and components,supply chain disruptions and the disruption oftransportation of goods produced in China.Even though our business operations
291、 have mostly recovered,our operational efficiency may still be adverselyaffected by the COVID-19 pandemic due to the measures may be taken to combat the pandemic in China.Many of the quarantine measures within China have since been relaxed since June 2020 after the initial COVID-19 outbreak.However,
292、during theperiod from the second half of 2021 to the end of 2022,the emergence of new variants of COVID-19 and regional outbreaks in China continued to havematerially adverse impact on our business and results of operations not only in the regions with COVID-19 flare-ups,but also in the surrounding
293、areas ofthe flare-ups.There were regional COVID-19 outbreaks in various cities during this time,resulting in a significant drop in offline foot traffic as peoplewere more likely to stay at home due to the restrictions implemented by the government in public places to reduce the spread of COVID-19.Al
294、so,affectedby the restrictions on mobility and reduction of offline foot traffic,many of our location partners reduced operating hours on occasion or closed theiroperations temporarily or permanently.During the period between the second half of 2021 and second half of 2022,COVID-19 outbreaks across
295、Chinaresulted in restrictions that then significantly reduced the growth rate of our POI coverage,the utilization rate of our power banks and our overall financialperformance.As a result of the closure and general decline in offline foot traffic,our total revenues and revenues from mobile device cha
296、rging businessdecreased on a year-over-year basis for the fourth quarter of 2021 and full year 2022.Our ability to expand our business was also affected.Many of ourbusiness development personnel could not travel to meet with potential location partners and network partners during the second half of
297、2021 andthroughout 2022,limiting the rate of expansion for our POI count.Due to the general decline in offline foot traffic during COVID-19,the number of POIswith enough offline foot traffic to support our mobile device charging services decreased accordingly,which negatively impacted the rate of ex
298、pansion ofour POI network.As a result,our consolidated results of operations for the fiscal year of 2021 and 2022 were affected by continued impacts from COVID-19.At the end of 2022,China began to modify its COVID policy,and most of the travel restrictions and quarantine requirements were lifted in
299、December2022.After the lifting of travel restrictions and quarantine requirements,there was a significant increase in active COVID-19 cases throughout China,which also adversely impacted the recovery in offline foot traffic in the December 2022 and the first quarter of 2023.There remains uncertainty
300、 as to the future impact of the virus in China,especially in light of this change in policy.The extent to which theCOVID-19 pandemic impacts our long-term results will depend on future developments,which are highly uncertain,unpredictable and beyond our control,including the frequency,duration and e
301、xtent of outbreaks of COVID-19,the appearance of new variants with different characteristics,the effectiveness ofefforts to contain or treat cases and future actions that may be taken in response to these developments.Our business,results of operations,financialconditions and prospects could be adve
302、rsely affected directly,as well as indirectly to the extent that the ongoing COVID-19 pandemic harms the Chineseeconomy.Consequently,the COVID-19 pandemic may continue to materially and adversely affect our business,financial condition and results ofoperations in the current and future years.Technol
303、ogical advancements that would lessen consumers need for mobile device charging may decrease consumer demand for mobile devicecharging services or put price pressure on such services,which may materially and adversely affect our results of operations,financial condition andbusiness prospects.Breakth
304、roughs and advancements in consumer battery technologies may decrease consumers needs for mobile device charging services or putprice pressure on our products and services.These breakthroughs and advancements may improve battery capacity,battery life,power conservation,energy efficiency or charging
305、speed for the batteries used in consumer electronic devices,all of which tend to extend the time consumers can use theirmobile devices without charging or reduce the time consumers need to charge their devices at locations with power sockets or charging ports.Breakthroughs in charging technology may
306、 result in the adoption of new charging ports or wireless charging technology,which will shift demand for ourmobile device charging services.Consumers may not need our mobile device charging services at the same frequency or may not be willing to pay for ourproducts and services at the same price wi
307、th such improvements in consumer battery and charging technologies,and we cannot assure you that we will beable to maintain our user base,revenue growth and financial margins under these circumstances.If we are unable to adapt in a cost-effective and timelymanner to these technological improvements,
308、our business,prospects,financial condition and results of operations may be materially and adverselyaffected.Table of Contents23We operate in a highly competitive industry,and our competitors may compete more effectively than we can,which could adversely affect our results ofoperations and financial
309、 condition.The mobile device charging service industry,despite being relatively new,is competitive with a number of large-scale participants that maypossess more resources.We currently compete with a variety of competitors from different industry backgrounds.Intensified competition may result inpric
310、ing pressures and reduce our financial margins,may impede our ability to continue to expand our POI coverage and to increase our revenues and maycause us to lose market share,any of which could significantly harm our results of operations.In addition,higher incentives and better business termsoffere
311、d by competitors may push us to increase the level of incentive fees to our network partners and location partners,which could harm our futureprofitability.Some of our potential competitors have leading positions in other industries and may enjoy substantial competitive advantages,such as(i)alonger
312、operating history,(ii)more established relationships with a larger number of suppliers,assembly partners,location partners and network partners,(iii)access to larger and broader user bases due to their established position in a related market,(iv)greater brand recognition,(v)greater financial,R&D,ma
313、rketing,distribution and other resources,(vi)more resources to make investments and acquisitions,(vii)larger intellectual property portfolios and(viii)the ability to bundle competitive offerings with other products and services.We cannot assure you that we will be able to compete successfully agains
314、t ourcurrent or future competitors.Any failure to compete effectively in the mobile device charging service industry in China would have a material adverseeffect on our business,financial condition and results of operations.We have incurred net loss in the past,and we may not be able to achieve or m
315、aintain profitability in the future.We had incurred net loss of RMB711.2 million(US$103.1 million)in 2022 and RMB124.6 million in 2021,respectively,compared to net incomeof RMB75.4 million in 2020.Substantially all of our net losses were primarily attributable to the impact of regional COVID-19 outb
316、reaks in China in 2021and 2022.We cannot assure you that we will be able to generate net income in the future.Our ability to achieve and maintain profitability depends in largepart on our ability to offer users mobile device charging service through power banks at our POIs typically placed in areas
317、with heavy foot traffic.Accordingly,we intend to continue to optimize our operations and control costs to lessen our exposure to the volatility in offline foot traffic for theforeseeable future,including,but not limited to,accelerating the coverage of key accounts,launching new network partner campa
318、igns and optimizingincentive fee structures for location partners.However,we cannot assure you that these initiatives would prove to be effective in reducing our exposure tothe volatility in offline foot traffic,and we may continue to incur net loss in the future.We are subject to a variety of costs
319、,risks and uncertainties in executing our growth strategies,and our results of operations and business prospectscould be materially and adversely affected as a result.Our business has continued to grow in recent years.We plan to further grow our business by actively capturing expansion opportunities
320、 inexisting and new markets via a combination of our direct and network partner models,expanding our KA network,improving operational excellence,enhancing our technology capabilities,strengthening our brand,pursuing strategic alliances and investment opportunities and exploring new businessinitiativ
321、es.We face risks and uncertainties in executing these strategies,and we cannot assure you that we will be able to execute our growth strategiessuccessfully and realize our expected growth.For example,as we continue to expand our POI coverage in existing and new markets,we will face thechallenges inh
322、erent in working with a large number of new location partners,network partners and KAs efficiently and in establishing and maintainingmutually beneficial relationships with our existing and new location partners,network partners and KAs.All these efforts will require significantmanagerial,financial
323、and human resources.We cannot assure you that we will be able to effectively manage our growth or to implement all these strategiessuccessfully or that our new business initiatives will be successful.If we are not able to manage our growth or execute our strategies effectively,ourexpansion may not b
324、e successful and our business prospects may be materially and adversely affected.We may enter into new markets where we have limited or no experience in marketing,selling,and localizing and deploying our products andservices.POI coverage expansion has required and will continue to require us to inve
325、st significant capital and other resources,and our efforts may not besuccessful.POI coverage expansion in new markets may be subject to risks such as:limited brand recognition(compared with our established markets);costs associated with expanding our location partner and network partner network;Tabl
326、e of Contents24adjustment to local consumers preferences and customs;compliance with local regulations and policies;difficulties in staffing and managing local operations;application of our operational excellence in new markets;andcompetition with new competitors with established local presence.The
327、occurrence of any of these risks could negatively affect our business in new markets and consequently our business and operating results.We have also incurred,and will continue to incur,expenses on a variety of different sales and marketing efforts designed to enhance our brandrecognition and increa
328、se our revenues.However,our marketing and branding activities may not achieve anticipated results.If we fail to enhance ourmarketing approaches or fail to market our products and services in a cost-effective manner,our expansion efforts will be hindered and our brandrecognition may suffer.Lastly,we
329、plan to explore new business initiatives by expanding to new product categories or industries in China.Such new business initiativeswill be conducted through our wholly-owned subsidiaries in China that obtained the requisite licenses for such new products from relevant governmentalauthorities.Due to
330、 the difference between the new initiatives and our mobile device charging service,we may not benefit much from our established brandand operating experience in pursuing these new business initiatives,and our new business initiatives may not yield the results or benefits that we expect,rendering our
331、 investment into the new business initiative a potential suboptimal use of resource or resulting in significant losses.Power banks,portable chargers and similar products for mobile device charging are increasingly more affordable to own and convenient to carryaround,potentially leading to less deman
332、d for and more pricing pressure on mobile device charging services,which may materially and adverselyaffect our ability to attract new users and retain existing users,and consequently our results of operations,financial condition and business prospects.Our revenues are affected by the pricing levels
333、 of our mobile device charging services.As power banks,portable chargers and similar productscontinue to become increasingly more affordable to own and easier to carry around due to technological advancements and economies of scale,it maymake directly buying such mobile device charging products a more economic and convenient choice compared to renting power banks regularly forconsumers.Although co