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筑波醫電與新光醫院攜手參與「Taiwan Healthcare Expo 台灣醫療科技展」，展示智慧醫療的最新成果。今年聯手展出的智慧醫療解決方案包括 Eagle Park 看得健100眼科系統、Spark 智慧麻醉紀錄系統、Uniiform 智慧手寫輔助系統，突顯新光醫院在智慧醫療領域的卓越亮點。本次亦讓參與的貴賓實際體驗這些創新技術在醫院應用的效果。 新光醫院今年與筑波醫電、新光保全、昕新智慧診所、新光健檢中心、友華、遠傳等夥伴攜手展示智慧醫療的豐碩成果。本次展覽的一項重要亮點是眼科紙本病歷的數位化，以往眼科檢查後需印出熱感紙，貼附於紙本病歷後送至診間，但這種方式無法長久保存且需等候病歷遞送。看得健100結合 DS-4000 技術將檢查儀器資料上傳至醫院雲端，病患檢查完成後，醫師即可查看檢查數據，並使用 Uniiform 做手繪圖診斷，使檢查數據結構化並簡化看診流程。在本次展覽中，我們讓參與的貴賓體驗眼科檢查與手繪診斷的完整過程。 此外，展覽中還演示了 Spark 智慧麻醉紀錄系統的應用。為提升手術過程中手寫手術紀錄的正確性，Spark 將麻醉表單數位化（使用 iPad 平板），取代了傳統的紙張方式。 DS-100A 資料上傳閘道器接收多端醫療設備的資料，即時記錄麻醉事件和內容，結合 Apple Pencil 完成手寫資訊輸入，將手術麻醉資訊數位化，有助於醫護人員更專注於病人的照護。 筑波醫電期望透過與新光醫院MOU的基礎，拓展智慧醫院系統的應用與研究案，進一步推動 AI 人工智慧建模應用和太赫茲（THz）技術在藥錠及生醫檢測上的應用。新光醫院董事長吳東進於2023年2月表示，今年是新光醫院數位轉型年，將全面推動數位科技導入各項就醫流程。目前第二醫療大樓正在興建中，預計將打造成國際級智慧醫療醫院。筑波醫電將充分發揮軟硬體整合的優勢，滿足醫療場域的需求，共同建立我國數位醫療轉型的典範。 關於筑波醫電ACE Biotek 筑波醫電大樓是董事長許深福先生驅動內心的寄望及理念，依據建築設計師、施工團隊及同仁們很科學的作品。是筑波人多年來文化、創意技術的展現，是筑波全體同仁長久對生醫產業接軌國際平台的堅持。筑波科技集團以豐富的無線通訊軟硬體整合經驗、結合半導體晶片、醫學影像演算法、雲端技術、人工智慧、臨床醫師專業、法規驗證與專利技術綜效，著力於人們早期病變篩檢系統的精準醫療設備產品研發與生產。期望不但可以減少病患及家人的遺憾，並開拓台灣本土精密無創微創醫檢設備能量且推廣於國際，更建立台灣從3C到三醫(醫才、醫技、醫材)的產業鏈轉型平台與人才的培育之目標。 連絡筑波醫電 筑波醫電股份有限公司 Advanced ACE Biotek Co., Ltd.地址：30261新竹縣竹北市生醫二路66號 (新竹生醫園區)電話: +886-3-5500909E-mail: service@acebiotek.com網站: https://www.acebiotek.com/Facebook: https://www.facebook.com/Acebiotek/LinkedIn: https://www.linkedin.com/company/30620922/admin/
NEW YORK and SHANGHAI, Nov. 29, 2023 /PRNewswire/ -- MultiMetaVerse Holdings Limited ("MMV" or the "Company"), an animation and entertainment company for young consumers in China, announced today that it has received a letter of termination with respect to MMV's contemplated acquisition of Taomee (the "Letter of Termination"). On September 15, 2023, MMV announced that it had entered into an acquisition agreement (the "Agreement") to acquire 100% equity in Shanghai Shengran Information Technology Co., Ltd. and associated interests pertaining to all of its consolidated variable interest entities (collectively, the "Target Group," or "Taomee"). The closing of the Agreement was conditioned upon, among others, MMV's payment of the transaction consideration in installments within a fixed period of time. MMV received the Letter of Termination from Dongzheng Ruibo (Shanghai) Investment Center (Limited Partnership) and Orient TM Ruibo Limited (each a "Seller", and collectively, the "Sellers") terminating the Agreement citing MMV's inability to pay the consideration within the agreed timeline pursuant to the Agreement. MMV believes that the Target Group is a valuable asset with synergy to the Company, and intends to further pursue the transaction contemplated under the Agreement. MMV continues to engage the Sellers in negotiation regarding the acquisition of Taomee and is optimistic of the possibility of resuming the transaction when MMV secures sufficient funding for closing. In furtherance of this effort, MMV is actively seeking financing opportunities with institutions and private investors. In particular, MMV has entered into a share subscription agreement with Eagle Creek LP with a total proceed of US$15,000,000. MMV's management is committed to raising additional funds in an effort to close the transaction. About MultiMetaVerse Holdings Limited MultiMetaVerse Holdings Limited (NASDAQ: MMV) is an animation and entertainment company dedicated to providing a high-quality, immersive entertainment experience through original, user-generated, and professional user-generated content. MMV commenced animation production in 2015 under its signature Aotu World brand, which has attracted a broad following with its inspiring storyline and unique graphic style, particularly among younger audiences in China. By leveraging the company's established user base, MMV has built a diverse product portfolio, including animated content, comic books, short videos, collectibles, stationery, consumer products, and mobile games across the Aotu World brand. It has also developed and augmented new brands, stories, and characters, such as Neko Album. For more information, please visit https://www.multi-metaverse.com/. For investor and media inquiries, please contact: MultiMetaVerse Holdings Limited Investor RelationsE-mail: ir@multi-metaverse.com Safe Harbor Statement This press release contains forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Without limiting the generality of the foregoing, the forward-looking statements in this press release include descriptions of the Company's future commercial operations. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, such as the Company's inability to implement its business plans, identify and realize additional opportunities, or meet or exceed its financial projections and changes in the regulatory or competitive environment in which the Company operates. You should carefully consider the foregoing factors and the other risks and uncertainties described in the Company's Annual Report on Form 20-F and other documents filed or to be filed by the Company with the SEC from time to time, which could cause actual events and results to differ materially from those contained in the forward-looking statements. All information provided herein is as of the date of this press release, and the Company undertakes no obligation to update any forward-looking statement, except as required under applicable law.
CUPERTINO, Calif., Nov. 29, 2023 /PRNewswire/ -- Ambow Education Holding Ltd. ("Ambow" or the "Company") (NYSE American: AMBO), a technology-driven educational company with primary operations in the United States, today announced its unaudited financial and operating results for the three-month and six-month periods ended June 30, 2023. "We are at the forefront of emerging trends in education, indicating a shift towards an integrated, AI-driven hybrid model encompassing both education and workforce training," said Dr. Jin Huang, President, Chief Executive Officer, and acting Chief Financial Officer of Ambow. "Over the last six months, we have closed underperforming business units and redirected our focus toward the development and deployment of our HybriU AI solution. As a result, in the first half of 2023, we witnessed a substantial improvement in profit margins, successfully narrowing our operating loss by an impressive 50%. Since its official launch in July, the HybriU AI digital education solution has been successfully deployed in classrooms throughout NewSchool Architecture & Design in San Diego, Calif., facilitating a seamless, cutting-edge AI hybrid learning model. Looking ahead, we are actively expanding our HybriU initiatives with partnerships in various institutions, leading colleges, universities, and corporations to drive the next stage of Ambow's growth. We are optimistic about our prospects for the next year. Our turnaround efforts are yielding results as the HybriU AI solution continues to gain traction, and we expect to achieve operating profitability in 2024." Second Quarter 2023 Financial Highlights Net revenues for the second quarter of 2023 decreased by 46.0% to $2.7 million from $5.0 million for the same period of 2022. The decrease was primarily due to the permanent closure of Bay State College at the end of the 2022-2023 academic year. Gross profit for the second quarter of 2023 decreased by 20.0% to $1.2 million from $1.5 million for the same period of 2022. Gross profit margin was 44.4%, compared with 30.0% for the second quarter of 2022. Operating expenses for the second quarter of 2023 decreased by 47.4% to $2.0 million from $3.8 million for the same period of 2022. The decrease was primarily due to the Company's issuance of 5.2 million shares of fully vested restricted stock units to senior management and key employees as compensation during the second quarter of 2022, and stringent expense controls to improve operating efficiency. Operating loss for the second quarter of 2023 was $0.8 million, compared to an operating loss of $2.3 million for the same period of 2022. Net loss attributable to ordinary shareholders from continuing operations for the second quarter of 2023 was $1.0 million, or $0.02 per basic and diluted share, compared with a net loss from continuing operations of $2.5 million, or $0.05 per basic and diluted share, for the same period of 2022. As of June 30, 2023, Ambow maintained strong cash resources of $12.4 million, comprising cash and cash equivalents of $6.9 million and restricted cash of $5.5 million. First Six Months 2023 Financial Highlights Net revenues for the first six months of 2023 decreased by 37.1% to $6.1 million from $9.7 million for the same period of 2022. The decrease was primarily due to the permanent closure of Bay State College at the end of the 2022-2023 academic year. Gross profit for the first six months of 2023 decreased by 16.7% to $2.0 million from $2.4 million for the same period of 2022. Gross profit margin was 32.8%, compared with 24.7% for the same period of 2022. Operating expenses for the first six months of 2023 decreased by 40.0% to $3.9 million from $6.5 million for the same period of 2022. The decrease was primarily due to the Company's issuance of 5.2 million shares of fully vested restricted stock units to senior management and key employees as compensation during the three months ended June 30, 2022, and stringent expense controls to improve operating efficiency. Also, the permanent closure of Bay State College at the end of the 2022-2023 academic year has led to lower expenses. Operating loss for the first six months of 2023 was $1.9 million, compared to an operating loss of $4.1 million for the same period of 2022. Net loss attributable to ordinary shareholders from continuing operations for the first six months of 2023 was $2.2 million, or $0.04 per basic and diluted share, compared with a net loss from continuing operations of $4.4 million, or $0.10 per basic and diluted share, for the same period of 2022. The Company's financial and operating results for the second quarter and first half of 2023 can also be found on its Report of Foreign Private Issuer on Form 6–K, to be furnished with the U.S. Securities and Exchange Commission at www.sec.gov. Exchange Rate Information Historically, Ambow presented its financial results in Renminbi. Starting on January 1, 2023, Ambow changed its reporting currency from Renminbi to U.S. dollars, as the majority of Ambow's revenues and expenses are now denominated in U.S. dollars. Ambow believes the alignment of the reporting currency with its underlying operations better illustrates its operational results for each period. Ambow has applied the change of reporting currency retrospectively to its historical results of operations and financial statements included in this press release. Bay State College Closure On January 19, 2023, the New England Commission of Higher Education ("NECHE") informed Bay State College ("BSC") of its intention to withdraw BSC's accreditation as of August 31, 2023. Following the rejection of Ambow's appeal, on April 11, 2023, the Board of Trustees voted to permanently close Bay State College at the end of the 2022-2023 academic year. Accordingly, this permanent closer has been completed. The College provided academic support and transitional services to students through August 31, 2023, and signed agreements with several area universities to provide program completion pathways to Bay State students, often with enhanced transfer and other opportunities. Subsequent Events Ambow received a continued listing deficiency notice (the "Notice") from the NYSE American LLC (the "NYSE American") dated September 21, 2023, stating that the Company's securities had been selling for a low price per share for a substantial period of time and the Company is not in compliance with the continued listing standards as set forth in Section 1003(f)(v) of the NYSE American Company Guide ("Company Guide"). NYSE American staff determined that Ambow's continued listing is predicated on it effecting a reverse stock split of its common stock or otherwise demonstrating sustained price improvement no later than March 21, 2024. The Company intends to complete a reverse stock split in order to regain compliance with the NYSE American's continued listing standards set forth in the Company Guide in a timely manner. About Ambow Ambow Education Holding Ltd. is an AI technology-driven educational company with primary operations in the United States. Through the operation of its for-profit colleges and dynamic patented open platform technology, Ambow offers high-quality, individualized, and dynamic career education services and products. For more information, visit Ambow's website at https://www.ambow.com/. Follow us on Twitter:@Ambow_Education Safe Harbor Statement This press release contains statements of a forward-looking nature. These statements 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 "will," "expects," "believes," "anticipates," "intends," "estimates" and similar statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations, assumptions, estimates and projections about Ambow and the industry. All information provided in this press release is as of the date hereof, and Ambow undertakes no obligation to update any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although Ambow believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that its expectations will turn out to be correct, and investors are cautioned that actual results may differ materially from the anticipated results. For more information, please contact: Ambow Education Holding Ltd.E-mail: ir@ambow.com or Piacente Financial CommunicationsTel: +1–212–481–2050E-mail: ambow@tpg-ir.com AMBOW EDUCATION HOLDING LTD. CONDENSED CONSOLIDATED BALANCE SHEETS (All amounts in thousands, except for share and per share data) As of December 31, As of June 30, 2022 2023 $ $ Unaudited ASSETS Current assets: Cash and cash equivalents 3,276 6,913 Restricted cash 4,320 5,490 Accounts receivable, net 1,958 3,690 Prepaid and other current assets 6,119 4,230 Total current assets 15,673 20,323 Non-current assets: Property and equipment, net 274 19 Intangible assets, net 532 527 Operating lease right-of-use asset 6,842 5,946 Other non-current assets 1,951 1,944 Total non-current assets 9,599 8,436 Total assets 25,272 28,759 LIABILITIES Current liabilities: Short-term borrowings 3,000 5,439 Accounts payable 2,409 1,957 Accrued and other liabilities 3,702 6,080 Income taxes payable 523 510 Operating lease liability, current 2,197 2,451 Total current liabilities 11,831 16,437 Non-current liabilities: Operating lease liability, non-current 5,688 4,900 Total non-current liabilities 5,688 4,900 Total liabilities 17,519 21,337 EQUITY Preferred shares ($0.003 par value;1,666,667 shares authorized, nil issued and outstanding as of December31, 2022 and June 30, 2023) — — Class A Ordinary shares ($0.003 par value; 66,666,667 and 66,666,667 shares authorized, 47,419,109 and52,419,109 shares issued and outstanding as of December 31, 2022 and June 30, 2023, respectively) 131 146 Class C Ordinary shares ($0.003 par value; 8,333,333 and 8,333,333 shares authorized, 4,708,415 and 4,708,415 shares issued and outstanding as of December 31, 2022 and June 30, 2023, respectively) 13 13 Additional paid-in capital 515,182 517,031 Accumulated deficit (507,573) (509,768) Accumulated other comprehensive income — — Total equity 7,753 7,422 Total liabilities and equity 25,272 28,759 AMBOW EDUCATION HOLDING LTD. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (All amounts in thousands, except for share and per share data) For the six months ended For the three months ended June 30, June 30, 2022 2023 2022 2023 $ $ $ $ NET REVENUES Educational programs and services 9,724 6,097 4,955 2,728 COST OF REVENUES Educational programs and services (7,364) (4,082) (3,449) (1,508) GROSS PROFIT 2,360 2,015 1,506 1,220 Operating expenses: Selling and marketing (1,170) (425) (486) (148) General and administrative (5,288) (3,449) (3,273) (1,829) Total operating expenses (6,458) (3,874) (3,759) (1,977) OPERATING LOSS (4,098) (1,859) (2,253) (757) OTHER EXPENSES Interest expense, net (72) (33) (33) (26) Foreign exchange loss, net — (9) — (9) Other expense, net (134) (281) (87) (196) Loss on disposal of subsidiaries (173) — (173) — Total other expense (379) (323) (293) (231) LOSS BEFORE INCOME TAX AND NON-CONTROLLINGINTEREST (4,477) (2,182) (2,546) (988) Income tax benefit (expense) 34 (13) 34 (13) LOSS FROM CONTINUING OPERATIONS (4,443) (2,195) (2,512) (1,001) Loss from discontinued operations, net of income tax (9,467) — (8,642) — NET LOSS (13,910) (2,195) (11,154) (1,001) -Less: Net loss attributable to non-controlling interests fromcontinuing operations — — — — -Less: Net loss attributable to non-controlling interests fromdiscontinued operations (180) — (134) — NET LOSS ATTRIBUTABLE TO ORDINARY SHAREHOLDERSFROM CONTINUING OPERATIONS (4,443) (2,195) (2,512) (1,001) NET LOSS ATTRIBUTABLE TO ORDINARY SHAREHOLDERSFROM DISCONTINUED OPERATIONS (9,287) — (8,508) — NET LOSS ATTRIBUTABLE TO ORDINARY SHAREHOLDERS (13,730) (2,195) (11,020) (1,001) OTHER COMPREHENSIVE LOSS, NET OF TAX Foreign currency translation adjustments (166) — (90) — Other comprehensive loss (166) — (90) — TOTAL COMPREHENSIVE LOSS (14,076) (2,195) (11,244) (1,001) Net loss from continuing operations per share – basic and diluted (0.10) (0.04) (0.05) (0.02) Net loss from discontinued operations per share – basic and diluted (0.20) — (0.18) — Weighted average shares used in calculating basic and diluted net loss per share 46,756,368 55,525,314 46,825,968 57,127,524
NEW YORK and SINGAPORE, Nov. 28, 2023 /PRNewswire/ -- Lotus Technology Inc. ("Lotus Tech" or the "Company"), a leading global luxury electric vehicle maker, announced today that it has signed agreements for a total of approximately US$870 million of private investment in public equity ("PIPE") financing and convertible notes this year. The agreements have been entered into ahead of the anticipated completion of Lotus Tech's planned business combination with L Catterton Asia Acquisition Corp ("LCAA") (NASDAQ: LCAA), a special purpose acquisition company formed by affiliates of L Catterton, a leading global consumer-focused investment firm. The Company most recently received approximately US$750 million of new financing commitments, subject to closing conditions stated in the relevant definitive investment documentation. These new financing commitments add to approximately US$120 million of financing commitments Lotus Tech previously announced on April 28, 2023. All of the financing agreements were signed based on a US$5.5 billion pre-money valuation, with the investors expected to be issued public shares upon closing of the planned business combination (subject to resale restrictions under applicable securities laws), which would result in Lotus Tech having an expected free float of over 19%, excluding existing LCAA shareholders. "As a leader in the electrification of luxury vehicles, Lotus Tech is poised to leverage the segment's rapid growth as we cater to unmet market needs. The US$870 million of funding commitments we have received this year demonstrates global investors' confidence in Lotus Tech's performance and growth potential. We are thankful for our strategic collaborators' and investors' enthusiasm about accelerating our progress as Lotus Tech moves toward completing the planned business combination with LCAA," said Mr. Qingfeng Feng, Chief Executive Officer of Lotus Tech. Subject to terms and conditions included in the various definitive financing agreements, the funds are intended to be used to further advance Lotus Tech's development of next-generation automobility technologies, promote product innovation, support the Company's expansion of its global distribution network, and for general corporate purposes. Further information on the financing commitments can be found in an updated registration statement on Form F-4 to be filed by Lotus Tech with the U.S. Securities and Exchange Commission in due course. As previously announced, Lotus Tech entered into an Agreement and Plan of Merger with LCAA on January 31, 2023 (as amended and restated on October 11, 2023, and as may be further amended, supplemented or otherwise modified from time to time, the "Merger Agreement"). Upon completion of the transactions contemplated by the Merger Agreement, Lotus Tech will become a Nasdaq-listed public company. The combined company is expected to retain Lotus Tech's name as "Lotus Technology Inc." and its ordinary shares represented by American Depositary Shares (ADS) are expected to be listed under the ticker symbol "LOT". About Lotus TechnologyLotus Technology Inc., headquartered in Wuhan, China, has operations across China, the UK, and the EU. The Company is dedicated to delivering luxury lifestyle battery electric vehicles, including SUVs and sedans, with a focus on world-class R&D in next-generation automobility technologies such as electrification, digitalisation and more. For more information about Lotus Technology Inc., please visit www.group-lotus.com. About L Catterton Asia Acquisition CorpL Catterton Asia Acquisition Corp (NASDAQ: LCAA) is a blank check company incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. While it may pursue an initial target business in any industry or sector, it has focused its search on high-growth, consumer technology sectors across Asia. For more information about L Catterton Asia Acquisition Corp, please visit www.lcaac.com. About L CattertonL Catterton is a market-leading consumer-focused investment firm, managing approximately $34 billion of equity capital and three multi-product platforms: private equity, credit and real estate. Leveraging deep category insight, operational excellence, and a broad network of strategic relationships, L Catterton's team of more than 200 investment and operating professionals across 17 offices partners with management teams to drive differentiated value creation across its portfolio. Founded in 1989, the firm has made over 250 investments in some of the world's most iconic consumer brands. For more information about L Catterton, please visit www.lcatterton.com. Forward-Looking StatementsThis press release (the "Press Release") contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the U.S. Securities Exchange Act of 1934, that are based on beliefs and assumptions and on information currently available to Lotus Tech and LCAA. All statements other than statements of historical fact contained in this Press Release are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expect", "intend", "will", "estimate", "anticipate", "believe", "predict", "potential", "forecast", "plan", "seek", "future", "propose" or "continue", or the negatives of these terms or variations of them or similar terminology although not all forward-looking statements contain such terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by LCAA and its management, and Lotus Tech and its management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of definitive agreements with respect to the proposed Business Combination between LCAA, Lotus Tech and the other parties thereto (the "Business Combination"); (2) the outcome of any legal proceedings that may be instituted against LCAA, the Combined Company or others following the announcement of the Business Combination and any definitive agreements with respect thereto; (3) the amount of redemption requests made by LCAA public shareholders and the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of LCAA, to obtain financing to complete the Business Combination or to satisfy other conditions to closing and; (4) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; (5) the ability to meet stock exchange listing standards following the consummation of the Business Combination; (6) the risk that the Business Combination disrupts current plans and operations of the Company as a result of the announcement and consummation of the Business Combination; (7) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the Combined Company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (8) costs related to the Business Combination; (9) risks associated with changes in applicable laws or regulations and Lotus Tech's international operations; (10) the possibility that Lotus Tech or the Combined Company may be adversely affected by other economic, business, and/or competitive factors; (11) Lotus Tech's estimates of expenses and profitability; (12) Lotus Tech's ability to maintain agreements or partnerships with its strategic partner Geely Holding and to develop new agreements or partnerships; (13) Lotus Tech's ability to maintain relationships with its existing suppliers and strategic partners, and source new suppliers for its critical components, and to complete building out its supply chain, while effectively managing the risks due to such relationships; (14) Lotus Tech's reliance on its partnerships with vehicle charging networks to provide charging solutions for its vehicles and its strategic partners for servicing its vehicles and their integrated software; (15) Lotus Tech's ability to establish its brand and capture additional market share, and the risks associated with negative press or reputational harm, including from lithium-ion battery cells catching fire or venting smoke; (16) delays in the design, manufacture, launch and financing of Lotus Tech's vehicles and Lotus Tech's reliance on a limited number of vehicle models to generate revenues; (17) Lotus Tech's ability to continuously and rapidly innovate, develop and market new products; (18) risks related to future market adoption of Lotus Tech's offerings; (19) increases in costs, disruption of supply or shortage of materials, in particular for lithium-ion cells or semiconductors; (20) Lotus Tech's reliance on its partners to manufacture vehicles at a high volume, some of which have limited experience in producing electric vehicles, and on the allocation of sufficient production capacity to Lotus Tech by its partners in order for Lotus Tech to be able to increase its vehicle production capacities; (21) risks related to Lotus Tech's distribution model; (22) the effects of competition and the high barriers to entry in the automotive industry, and the pace and depth of electric vehicle adoption generally on Lotus Tech's future business; (23) changes in regulatory requirements, governmental incentives and fuel and energy prices; (24) the impact of the global COVID-19 pandemic on LCAA, Lotus Tech, Lotus Tech's post business combination's projected results of operations, financial performance or other financial metrics, or on any of the foregoing risks; and (25) other risks and uncertainties set forth in the section entitled "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" in LCAA's final prospectus relating to its initial public offering (File No. 333-253334) declared effective by the SEC on March 10, 2021, and other documents filed, or to be filed, with the U.S. Securities and Exchange Commission (the "SEC") by LCAA or Lotus Tech, including the Registration/Proxy Statement (as defined below). There may be additional risks that neither LCAA nor Lotus Tech presently know or that LCAA or Lotus Tech currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Nothing in this Press Release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved in any specified time frame, or at all, or that any of the contemplated results of such forward-looking statements will be achieved in any specified time frame, or at all. The forward-looking statements in this Press Release represent the views of LCAA and Lotus Tech as of the date they are made. While LCAA and Lotus Tech may update these forward-looking statements in the future, LCAA and Lotus Tech specifically disclaim any obligation to do so, except to the extent required by applicable law. You should not place undue reliance on forward-looking statements. Additional InformationIn connection with the proposed Business Combination, (i) Lotus Tech has filed with the SEC a registration statement on Form F-4 (File No. 333-275001) containing a preliminary proxy statement of LCAA and a preliminary prospectus (the "Registration/Proxy Statement"), and (ii) LCAA will file a definitive proxy statement relating to the proposed Business Combination (the "Definitive Proxy Statement") and will mail the Definitive Proxy Statement and other relevant materials to its shareholders after the Registration/Proxy Statement is declared effective. The Registration/Proxy Statement contains important information about the proposed Business Combination and the other matters to be voted upon at a meeting of LCAA shareholders to be held to approve the proposed Business Combination. This Press Release does not contain all the information that should be considered concerning the proposed Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. Before making any voting or other investment decisions, securityholders of LCAA and other interested persons are advised to read, when available, the Registration/Proxy Statement and the amendments thereto and the Definitive Proxy Statement and other documents filed in connection with the proposed Business Combination, as these materials will contain important information about LCAA, Lotus Tech and the Business Combination. When available, the Definitive Proxy Statement and other relevant materials for the proposed Business Combination will be mailed to shareholders of LCAA as of a record date to be established for voting on the proposed Business Combination. Shareholders will also be able to obtain copies of the Registration/Proxy Statement, the Definitive Proxy Statement and other documents filed with the SEC, without charge, once available, at the SEC's website at www.sec.gov, or by directing a request to: LCAA, 8 Marina View, Asia Square Tower 1, #41-03, Singapore 018960, attention: Katie Matarazzo. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Participants in the SolicitationLCAA and Lotus Tech, and certain of their directors and executive officers, may be deemed participants in the solicitation of proxies from LCAA's shareholders with respect to the proposed Business Combination. A list of the names of those directors and executive officers and a description of their interests in LCAA is set forth in LCAA's filings with the SEC (including LCAA's final prospectus related to its initial public offering (File No. 333-253334) declared effective by the SEC on March 10, 2021), and are available free of charge at the SEC's web site at www.sec.gov, or by directing a request to LCAA, 8 Marina View, Asia Square Tower 1, #41-03, Singapore 018960, attention: Katie Matarazzo. Additional information regarding the interests of such participants and other persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders in connection with the proposed Business Combination will be contained in the Registration/Proxy Statement for the proposed Business Combination when available. No Offer and Non-SolicitationThis Press Release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of LCAA or Lotus Tech, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act. Contact InformationFor inquiries regarding Lotus TechDemi Zhangir@group-lotus.com Brunswick GroupLotustechmedia@brunswickgroup.com For inquiries regarding LCAA and/or L CattertonJulie Hamilton (U.S.)media@lcatterton.com +1 203 742 5185 Bob Ong / Bonnie Gan (Asia)bob.ong@lcatterton.com / bonnie.gan@lcatterton.com +65 6672 7619 / +86 10 8555 1807
HONG KONG, Nov. 24, 2023 /PRNewswire/ -- iClick Interactive Asia Group Limited ("iClick" or the "Company") (NASDAQ: ICLK), a leading enterprise and marketing cloud platform in China that empowers worldwide brands with full-stack consumer lifecycle solutions, today announced that it has entered into a definitive Agreement and Plan of Merger (the "Merger Agreement") with TSH Investment Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands ("Parent") and TSH Merger Sub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent ("Merger Sub"), pursuant to which, and subject to the terms and conditions thereof, Merger Sub will merge with and into the Company, with the Company continuing as the surviving company and becoming a wholly-owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), (a) each Class A ordinary share of the Company (each, a "Class A Share") and each Class B ordinary share of the Company (each, a "Class B Share," and together with each Class A Share, each a "Share") issued and outstanding immediately prior to the Effective Time, other than the Excluded Shares (as defined in the Merger Agreement), the Dissenting Shares (as defined in the Merger Agreement) and the Shares represented by American depositary shares of the Company (each, an "ADS," representing five (5) Class A Shares), will be cancelled and cease to exist in exchange for the right to receive US$0.816 in cash per Share without interest (the "Per Share Merger Consideration"); (b) each ADS issued and outstanding immediately prior to the Effective Time (other than ADSs representing the Excluded Shares), together with each Share represented by such ADSs, will be cancelled and cease to exist in exchange for the right to receive US$4.08 in cash per ADS without interest (the "Per ADS Merger Consideration," together with Per Share Merger Consideration, the "Merger Consideration"); and (c) Shares that are issued and outstanding immediately prior to the Effective Time and that are held by shareholders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the Merger pursuant to Section 238 of Companies Act (Revised) of the Cayman Islands, will be cancelled and cease to exist in exchange for the right to receive the payment of fair value of such Dissenting Shares determined in accordance with Section 238 of the Companies Act (Revised) of the Cayman Islands. The Merger Consideration represents a premium of approximately 3.3% to the closing price of the Company's ADSs on December 19, 2022, the last trading day prior to the Company's announcement of its receipt of the preliminary non-binding going-private proposal, and a premium of approximately 20% to the volume-weighted average closing price of the Company's ADSs during the last 90 trading days prior to December 19, 2022. Immediately following the consummation of the Merger, Parent will be beneficially owned by (i) Igomax Inc., which is wholly owned by Jian Tang, chairman of the board of directors of the Company (the "Board"), chief executive officer and co-founder of the Company, (ii) Bubinga Holdings Limited, which is wholly owned by Wing Hong Sammy Hsieh, a director and co-founder of the Company, (iii) Rise Chain Investment Limited, which is wholly owned by Jianjun Huang (collectively, the "Consortium", and each, a "Consortium Member"), and (iv) certain shareholders of the Company who, along with the Consortium Members, have agreed to cancel their Shares ("Rollover Shares") for no cash consideration in exchange for newly issued shares of Parent (together with such Consortium Members, the "Rollover Shareholders"), pursuant to a support agreement entered into concurrently with execution of the Merger Agreement (the "Support Agreement"). The Merger will be funded through a combination of (a) cash contribution from Rise Chain Investment Limited pursuant to an equity commitment letter entered into concurrently with execution of the Merger Agreement, (b) debt financing provided by New Age SP II, and (c) equity rollover by the Rollover Shareholders of their respective Rollover Shares pursuant to the Support Agreement. The Board, acting upon the unanimous recommendation of a committee of independent and disinterested directors established by the Board (the "Special Committee"), unanimously approved the Merger Agreement and the Merger, and unanimously resolved to recommend that the Company's shareholders vote to authorize and approve the Merger Agreement and the Merger. The Special Committee negotiated the terms of the Merger Agreement with the assistance of its independent financial and legal advisors. The Merger, which is currently expected to close in the first quarter of 2024, is subject to customary closing conditions including an affirmative vote of shareholders representing at least two-thirds of the voting power of the outstanding Shares present and voting in person or by proxy at a meeting of the Company's shareholders. The Rollover Shareholders have agreed to vote all of the Shares beneficially owned by them in favor of the authorization and approval of the Merger Agreement and the Merger pursuant to the Support Agreement. As of the date of this press release, the Rollover Shareholders beneficially own Shares that represent approximately 69% of the aggregate voting power of the Company, which is calculated by dividing the voting power beneficially owned by the Rollover Shareholders by the voting power of all of Class A Shares and Class B Shares issued and outstanding as of the date of this press release. If completed, the Merger will result in the Company becoming a privately-held company and its ADSs will no longer be listed on the Nasdaq Global Market. Houlihan Lokey (China) Limited is serving as financial advisor to the Special Committee, Cleary Gottlieb Steen & Hamilton LLP is serving as U.S. legal counsel to the Special Committee, and Travers Thorp Alberga is serving as Cayman Islands legal counsel to the Company. Ropes & Gray and Prospera Law LLP are serving as U.S. legal counsel to the Consortium, and Harney Westwood & Riegels is serving as Cayman Islands legal counsel to the Consortium. Additional Information About the Merger The Company will furnish to the U.S. Securities and Exchange Commission (the "SEC") a current report on Form 6-K regarding the Merger, which will include as an exhibit thereto the Merger Agreement. All parties desiring details regarding the Merger are urged to review these documents, which will be available at the SEC's website (http://www.sec.gov). In connection with the Merger, the Company will prepare and mail a Schedule 13E-3 Transaction Statement (the "Schedule 13E-3"). The Schedule 13E-3 will be filed with the SEC. INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE SCHEDULE 13E-3 AND OTHER MATERIALS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE MERGER, AND RELATED MATTERS. In addition to receiving the Schedule 13E-3 by mail, shareholders also will be able to obtain these documents, as well as other filings containing information about the Company, the Merger, and related matters, without charge from the SEC's website (http://www.sec.gov). About iClick Interactive Asia Group Limited Founded in 2009, iClick Interactive Asia Group Limited (NASDAQ: ICLK) is a leading enterprise and marketing cloud platform in China. iClick's mission is to empower worldwide brands to unlock the enormous market potential of smart retail. With its leading proprietary technologies, iClick's full suite of data-driven solutions helps brands drive significant business growth and profitability throughout the full consumer lifecycle. Headquartered in Hong Kong, iClick currently operates in eleven locations across Asia and Europe. For more information, please visit https://ir.i-click.com. Safe Harbor Statement This press release contains forward-looking statements made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates," "confident" and similar statements. Any statements that are not historical facts, including statements about the Company's beliefs and expectations, are forward-looking statements that involve factors, risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such factors and risks include, but not limited to the following: uncertainties as to how the Company's shareholders will vote at the meeting of shareholders; the possibility that competing offers will be made; the possibility that financing may not be available; the possibility that various closing conditions for the transaction may not be satisfied or waived; and other risks and uncertainties discussed in documents filed with the SEC by the Company, as well as the Schedule 13E-3 transaction statement and the proxy statement to be filed by the Company. Further information regarding these and other risks, uncertainties or factors is included in the Company's filings with the SEC. All information provided in this press release is current as of the date of the press release, and the Company does not undertake any obligation to update such information, except as required under applicable law. For investor and media inquiries, please contact: In China: In the United States: iClick Interactive Asia Group Limited Core IR Catherine Chau Tom Caden Phone: +852 3700 0100 Tel: +1-516-222-2560 E-mail: ir@i-click.com E-mail: tomc@coreir.com
BEIJING, Nov. 24, 2023 /PRNewswire/ -- Jianpu Technology Inc. ("Jianpu," or the "Company") (NYSE: JT), a leading independent open platform for the discovery and recommendation of financial products in China, today announced its unaudited financial results for the third quarter ended September 30, 2023. Third Quarter 2023 Operational and Financial Highlights: Revenues from recommendation services for the third quarter of 2023 decreased by 9.6% to RMB191.2 million (US$26.2 million) from RMB211.6 million in the same period of 2022. Revenues from recommendation services for loans increased by 25.3% to RMB102.9 million (US$14.1 million) in the third quarter of 2023 from RMB82.1 million in the same period of 2022, primarily due to the increase in the number of loan applications. Revenues from recommendation services for credit cards decreased by 31.8% to RMB88.3 million (US$12.1 million) in the third quarter of 2023 from RMB129.5 million in the same period of 2022, primarily due to the decrease in the credit card volume. Revenues from big data and system-based risk management services decreased by 24.4% to RMB18.9 million (US$2.6 million) in the third quarter of 2023 from RMB25.0 million in the same period of 2022, primarily due to the deconsolidation of Newsky Wisdom Treasure (Beijing) Co., Ltd ("Newsky Wisdom") in the second quarter of 2023. The decline was also caused by a gradual shift of our business model of data-based risk management services towards the cooperation with the licensed credit reporting agencies. Revenues from marketing and other services[1] increased by 41.3% to RMB45.5 million (US$6.2 million) in the third quarter of 2023 from RMB32.2 million in the same period of 2022. The increase was mainly attributable to the growth of insurance brokerage services and other new businesses. Loss from operations was RMB8.7 million (US$1.2 million) in the third quarter of 2023, compared with RMB31.9 million in the same period of 2022. Operating loss margin was 3.4% in the third quarter of 2023, compared with 11.9% in the same period of 2022. The improvement of loss from operations was mainly attributable to the decrease in costs and expenses resulting from efficiency improvement and cost optimization. Net loss was RMB6.4 million (US$0.9 million) in the third quarter of 2023, compared with RMB25.1 million in the same period of 2022. Net loss margin was 2.5% in the third quarter of 2023, compared with 9.3% in the same period of 2022. Non-GAAP adjusted net loss[2] was RMB5.6 million (US$0.8 million) in the third quarter of 2023, compared with RMB9.4 million in the same period of 2022. Non-GAAP adjusted net loss margin[2] was 2.2% in the third quarter of 2023, compared with 3.5% in the same period of 2022. First Nine Months 2023 Operational and Financial Highlights: Revenues from recommendation services was RMB566.4 million (US$77.6 million) in the first nine months of 2023, compared with RMB560.4 million in the same period of 2022. Revenues from recommendation services for loans increased by 27.3% to RMB248.4 million (US$34.0 million) in the first nine months of 2023 from RMB195.2 million in the same period of 2022, primarily due to the increase in the number of loan applications. Revenues from recommendation services for credit cards decreased by 12.9% to RMB318.0 million (US$43.6 million) in the first nine months of 2023 from RMB365.2 million in the same period of 2022, primarily due to the decrease in the credit card volume. Revenues from big data and system-based risk management services was RMB69.6 million (US$9.5 million) in the first nine months of 2023, compared with RMB68.0 million in the same period of 2022. Revenues from marketing and other services[1] increased by 72.1% to RMB194.5 million (US$26.7 million) in the first nine months of 2023 from RMB113.0 million in the same period of 2022. The increase was mainly attributable to the growth of insurance brokerage services and other new businesses. Loss from operations was RMB42.9 million (US$5.9 million) in the first nine months of 2023, compared with RMB122.4 million in the same period of 2022. Operating loss margin was 5.2% in the first nine months of 2023, compared with 16.5% in the same period of 2022. The improvement of loss from operations was mainly attributable to the increase in revenues and the decrease in operating expenses resulting from efficiency improvement and cost optimization. Net loss was RMB28.1 million (US$3.9 million) in the first nine months of 2023, compared with RMB114.1 million in the same period of 2022. Net loss margin was 3.4% in the first nine months of 2023, compared with 15.4% in the same period of 2022. Non-GAAP adjusted net loss[2] was RMB32.3 million (US$4.4 million) in the first nine months of 2023, compared with RMB92.2 million in the same period of 2022. Non-GAAP adjusted net loss margin[2] was 3.9% in the first nine months of 2023, compared with 12.4% in the same period of 2022. Mr. David Ye, Co-founder, Chairman and Chief Executive Officer of Jianpu, commented, "We have made progress in navigating the challenging environment and executing our diversification strategy since earlier this year, resulting in an increase of 12.0% year-over-year of our total revenue to RMB830.5 million (US$113.8 million) during the first nine months. Through our continued efforts to enhance operational efficiency and to optimize cost structure, our ROI[3] experienced a remarkable 5.9 percentage points increase year-over-year, reaching 141.2%, and our net loss was RMB6.4 million (US$0.9 million) in the third quarter of 2023." "Moreover, we are cognizant of the immense opportunities coming with the advancement of AI, and will target to develop flexible and low-coupling AI solutions with coverage in AI product architecture, and will continue to empower our ecosystem partners in their digital transformation with digital technology and artificial intelligence," concluded Mr. Ye. "During the third quarter of 2023, we persistently focused on achieving a diversified revenue structure, improving operating efficiency and executing cost optimization initiatives. In this quarter, our loan recommendation services and marketing and other services[1] continued to grow, leading to a more balanced revenue structure. Driven by our improved productivity and continued efficiency improvement, we trimmed our Non-GAAP adjusted net loss[2] significantly by 40.4% year-over-year to RMB5.6 million (US$0.8 million) in the third quarter of 2023," said Oscar Chen, Chief Financial Officer of Jianpu. Third Quarter 2023 Financial Results Total revenues for the third quarter of 2023 decreased by 4.9% to RMB255.6 million (US$35.0 million) from RMB268.8 million in the same period of 2022. The decrease was mainly attributable to the decrease in revenues from recommendation services, partially offset by the increase of revenues from marketing and other services[1]. Revenues from recommendation services decreased by 9.6% to RMB191.2 million (US$26.2 million) in the third quarter of 2023 from RMB211.6 million in the same period of 2022. Revenues from recommendation services for credit cards decreased by 31.8% to RMB88.3 million (US$12.1 million) in the third quarter of 2023 from RMB129.5 million in the same period of 2022. As certain credit card issuers lowered their marketing budget from the second quarter of 2023, credit card volume decreased by 27.3% to approximately 0.8 million in the third quarter of 2023 from 1.1 million in the same period of 2022. The average fee per credit card was RMB115.2 (US$15.8) and RMB116.4 in the third quarters of 2023 and 2022, respectively. Revenues from recommendation services for loans increased by 25.3% to RMB102.9 million (US$14.1 million) in the third quarter of 2023 from RMB82.1 million in the same period of 2022, primarily due to an increase in the number of loan applications. The number of loan applications was approximately 7.4 million in the third quarter of 2023, representing a 48.0% increase from that in the same period of 2022. The average fee per loan application was RMB14.0 (US$1.9) and RMB16.5 in the third quarters of 2023 and 2022, respectively. Revenues from big data and system-based risk management services decreased by 24.4% to RMB18.9 million (US$2.6 million) in the third quarter of 2023 from RMB25.0 million in the same period of 2022, primarily due to the deconsolidation of Newsky Wisdom in the second quarter of 2023. The decline was also caused by a gradual shift of our business model of data-based risk management services towards the cooperation with the licensed credit reporting agencies. Through the cooperation, which is mandated by the relevant PRC regulation, we, together with the licensed credit reporting agencies, provide data-based risk management services to the financial institutions and share the economic interests accordingly. Revenues from marketing and other services[1] increased by 41.3% to RMB45.5 million (US$6.2 million) in the third quarter of 2023 from RMB32.2 million in the same period of 2022, primarily due to the growth of the Company's insurance brokerage services and other new businesses. Cost of promotion and acquisition decreased by 7.0% to RMB167.6 million (US$23.0 million) in the third quarter of 2023 from RMB180.2 million in the same period of 2022. The decrease was primarily due to the efficiency improvements and, to a lesser extent, the decrease in revenues from recommendation services. Cost of operation decreased by 30.5% to RMB14.6 million (US$2.0 million) in the third quarter of 2023 from RMB21.0 million in the same period of 2022. The decrease was primarily attributable to the decrease in data acquisition costs, as well as the decrease in software development and maintenance costs related to the big data and system-based risk management services, which partially resulted from the deconsolidation of Newsky Wisdom. Sales and marketing expenses was RMB33.2 million (US$4.6 million) in the third quarter of 2023, compared with RMB34.5 million in the same period of 2022. The decrease was primarily due to the decreases in payroll expenses, rental expenses, and travel and entertainment expenses, partially offset by an increase in client service-related expenses. Research and development expenses decreased by 8.4% to RMB26.2 million (US$3.6 million) in the third quarter of 2023 from RMB28.6 million in the same period of 2022, primarily due to the decreases in payroll expenses and rental expenses resulting from the Company's continued efforts in cost optimization. General and administrative expenses was RMB22.6 million (US$3.1 million) in the third quarter of 2023, compared with RMB23.0 million in the same period of 2022. The change was primarily due to the decreases in rental expenses and travel and entertainment expenses, partially offset by the increases in allowance for credit losses and payroll expenses. Impairment of goodwill and intangible assets was RMB13.3 million in the third quarter of 2022 related to the impairment of the goodwill and intangible assets of Newsky Wisdom, which experienced a decline in revenue due to the impact of COVID-19 prevention and control measures. There was no such impairment loss in the same period of 2023. Loss from operations was RMB8.7 million (US$1.2 million) in the third quarter of 2023, compared with RMB31.9 million in the same period of 2022. Operating loss margin was 3.4% in the third quarter of 2023, compared with 11.9% in the same period of 2022. The decrease in operating loss was mainly attributable to the decrease in costs and expenses resulting from efficiency improvement and cost optimization. Others, net decreased by 97.3% to RMB0.2 million (US$0.0 million) in the third quarter of 2023 from RMB7.5 million in the same period of 2022. The decrease was mainly attributable to the decrease in tax benefits for value-added tax. Net loss was RMB6.4 million (US$0.9 million) in the third quarter of 2023 compared with RMB25.1 million in the same period of 2022. Net loss margin was 2.5% in the third quarter of 2023, compared with 9.3% in the same period of 2022. Non-GAAP adjusted net loss[2], which excluded share-based compensation expenses, investment impairment loss, impairment of goodwill and intangible assets, investment gain of deconsolidation of subsidiaries and tax effects of above Non-GAAP adjustments, was RMB5.6 million (US$0.8 million) in the third quarter of 2023, compared with RMB9.4 million in the same period of 2022. Non-GAAP adjusted net loss margin[2] was 2.2% in the third quarter of 2023 compared with 3.5% in the same period of 2022. Non-GAAP adjusted EBITDA[5], which excluded share-based compensation expenses, investment impairment loss, impairment of goodwill and intangible assets, investment gain of deconsolidation of subsidiaries, depreciation and amortization, interest income and expenses, and income tax benefits from net loss, for the third quarter of 2023 was a loss of RMB6.6 million (US$0.9 million), compared with a loss of RMB7.2 million in the same period of 2022. As of September 30, 2023, the Company had cash and cash equivalents, time deposits and restricted cash and time deposits of RMB687.3 million (US$94.2 million) and working capital of approximately RMB350.0 million (US$48.0 million). Compared to those as of December 31, 2022, cash and cash equivalents, time deposits and restricted cash and time deposits increased by RMB3.1 million. First Nine Months 2023 Financial Results Total revenues for the first nine months of 2023 increased by 12.0% to RMB830.5 million (US$113.8 million) from RMB741.4 million in the same period of 2022. The increase was mainly attributable to the increase in revenues from marketing and other services[1]. Revenues from recommendation services was RMB566.4 million (US$77.6 million) in the first nine months of 2023, compared with RMB560.4 million in the same period of 2022. Revenues from recommendation services for credit cards decreased by 12.9% to RMB318.0 million (US$43.6 million) in the first nine months of 2023 from RMB365.2 million in the same period of 2022. As certain credit card issuers lowered their marketing budget from the second quarter of 2023, credit card volume in the first nine months of 2023 decreased by 12.5% to approximately 2.8 million from 3.2 million in the same period of 2022. The average fee per credit card were RMB114.3 (US$15.7) and RMB113.4 in the first nine months of 2023 and 2022, respectively. Revenues from recommendation services for loans increased by 27.3% to RMB248.4 million (US$34.0 million) in the first nine months of 2023 from RMB195.2 million in the same period of 2022, primarily due to the increase in the number of loan applications. The number of loan applications was approximately 17.1 million in the first nine months of 2023, representing a 29.5% increase from that in the same period of 2022. The average fee per loan application was RMB14.6 (US$2.0) and RMB14.8 in the first nine months of 2023 and 2022, respectively. Revenues from big data and system-based risk management services was RMB69.6 million (US$9.5 million) in the first nine months of 2023, compared with RMB68.0 million in the same period of 2022. Revenues from marketing and other services[1] increased by 72.1% to RMB194.5 million (US$26.7 million) in the first nine months of 2023 from RMB113.0 million in the same period of 2022, primarily due to the growth of the Company's insurance brokerage services and other new businesses. Cost of promotion and acquisition increased by 9.1% to RMB569.1 million (US$78.0 million) in the first nine months of 2023 from RMB521.5 million in the same period of 2022, primarily due to the growth of the Company's revenues from marketing and other services[1]. Cost of operation decreased by 11.5% to RMB53.0 million (US$7.3 million) in the first nine months of 2023 from RMB59.9 million in the same period of 2022. The decrease was primarily attributable to the decreases in data acquisition costs, as well as the decrease in software development and maintenance costs related to the big data and system-based risk management services, which partially resulted from the deconsolidation of Newsky Wisdom. Sales and marketing expenses was RMB97.9 million (US$13.4 million) in the first nine months of 2023, compared with RMB101.6 million in the same period of 2022. The decrease was primarily due to the decreases in payroll expenses, rental expenses and marketing and advertising expenses, partially offset by an increase in client service-related expenses. Research and development expenses decreased by 13.5% to RMB75.9 million (US$10.4 million) in the first nine months of 2023 from RMB87.7 million in the same period of 2022, primarily due to the decreases in payroll expenses, rental expenses and share-based compensation expenses resulting from our continued efforts in cost optimization. General and administrative expenses was RMB77.5 million (US$10.6 million) in the first nine months of 2023 from RMB79.9 million in the same period of 2022, the change was primarily due to the decreases in rental expenses, share-based compensation expenses and travel and entertainment expenses, partially offset by an increase in professional fees. Impairment of goodwill and intangible assets was RMB13.3 million in the first nine months of 2022 related to the impairment of the goodwill and intangible assets of Newsky Wisdom. There was no such impairment loss in the same period of 2023. Loss from operations was RMB42.9 million (US$5.9 million) in the first nine months of 2023, compared with RMB122.4 million in the same period of 2022. Operating loss margin was 5.2% in the first nine months of 2023, compared with 16.5% in the same period of 2022. The decrease in operating loss was mainly attributable to the increase in revenues and the decrease in operating expenses resulting from efficiency improvement and cost optimization. Others, net decreased by 9.5% to RMB10.5 million (US$1.4 million) in the first nine months of 2023 from RMB11.6 million in the same period of 2022. The decrease was mainly attributable to the decrease in tax benefits of value-added tax, partially offset by the investment gain from the deconsolidation of Newsky Wisdom[4] in the first nine months of 2023. Net loss was RMB28.1 million (US$3.9 million) in the first nine months of 2023 compared with RMB114.1 million in the same period of 2022. Net loss margin was 3.4% in the first nine months of 2023 compared with 15.4% in the same period of 2022. Non-GAAP adjusted net loss[2], which excluded share-based compensation expenses, investment impairment loss, impairment of goodwill and intangible assets, investment gain of deconsolidation of subsidiaries and tax effects of above Non-GAAP adjustments, was RMB32.3 million (US$4.4 million) in the first nine months of 2023, compared with RMB92.2 million in the same period of 2022. Non-GAAP adjusted net loss margin[2] was 3.9% in the first nine months of 2023 compared with 12.4% in the same period of 2022. Non-GAAP adjusted EBITDA[5], which excluded share-based compensation expenses, investment impairment loss, impairment of goodwill and intangible assets, investment gain of deconsolidation of subsidiaries, depreciation and amortization, interest income and expenses, and income tax benefits from net loss, for the first nine months of 2023 was a loss of RMB33.3 million (US$4.6 million), compared with a loss of RMB84.7 million in the same period of 2022. Subsequent Event In August 2023, the Group entered into a share transfer agreement with a third-party buyer to sell its remaining 15% equity interests in Newsky Wisdom. The transaction was completed in late October 2023. The Group received all of the considerations and recognized the related investment gains in October 2023. Conference Call The Company's management will host an earnings conference call at 8:00 AM U.S. Eastern Time on November 24, 2023 (9:00 PM Beijing/Hong Kong Time on November 24, 2023). Dial-in details for the earnings conference call are as follows: United States (toll free): 1-888-346-8982 International: 1-412-902-4272 Hong Kong, China (toll free): 800-905-945 Hong Kong, China: 852-3018-4992 Mainland China: 400-120-1203 Participants should dial-in at least 5 minutes before the scheduled start time and ask to be connected to the call for "Jianpu Technology Inc." Additionally, a live and archived webcast of the conference call will be available on the Company's investor relations website at http://ir.jianpu.ai. A replay of the conference call will be accessible approximately one hour after the conclusion of the live call until December 1, 2023, by dialing the following telephone numbers: United States (toll free): 1-877-344-7529 International: 1-412-317-0088 Replay Access Code: 9027544 About Jianpu Technology Inc. Jianpu Technology Inc. is a leading independent open platform for the discovery and recommendation of financial products in China. The Company connects users with financial service providers in a convenient, efficient, and secure way. By leveraging its proprietary technology, Jianpu provides users with customized search results and recommendations tailored to each user's particular financial needs and profile. The Company also enables financial service providers with sales and marketing solutions to reach and serve their target customers more effectively through integrated channels and enhance their competitiveness by providing them with tailored data, risk management services and solutions. The Company is committed to maintaining an independent open platform, which allows it to serve the needs of users and financial service providers impartially. For more information, please visit http://ir.jianpu.ai. Use of Non-GAAP Financial Measures The Company uses adjusted EBITDA and adjusted net (loss)/income, each a Non-GAAP financial measure, in evaluating its operating results and for financial and operational decision-making purposes. The Company believes that adjusted EBITDA and adjusted net (loss)/income help identify underlying trends in its business that could otherwise be distorted by the effect of the expenses and gains that the Company include in (loss)/income from operations and net (loss)/income. The Company believes that adjusted EBITDA and adjusted net (loss)/income provide useful information about its operating results, enhance the overall understanding of its past performance and future prospects and allow for greater visibility with respect to key metrics used by its management in its financial and operational decision-making. Adjusted EBITDA and adjusted net (loss)/income should not be considered in isolation or construed as alternatives to net (loss)/income or any other measure of performance or as indicators of the Company's operating performance. Investors are encouraged to review the historical Non-GAAP financial measures to the most directly comparable GAAP measures. Adjusted EBITDA and adjusted net (loss)/income presented here may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled measures differently, limiting their usefulness as comparative measures to the Company's data. The Company encourages investors and others to review its financial information in its entirety and not rely on a single financial measure. Adjusted EBITDA represents EBITDA before share-based compensation expenses, investment impairment loss, impairment of goodwill and intangible assets and investment gain of deconsolidation of subsidiaries. EBITDA represents net (loss)/income before interest, tax, depreciation and amortization. Adjusted net (loss)/income represents net (loss)/income before share-based compensation expenses, investment impairment loss, impairment of goodwill and intangible assets, investment gain of deconsolidation of subsidiaries and tax effects of above Non-GAAP adjustments. For more information on this Non-GAAP financial measure, please see the table captioned "Unaudited Reconciliations of GAAP and Non-GAAP results" set forth at the end of this press release. Safe Harbor Statement This announcement contains forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates," "confident" and similar statements. Statements that are not historical facts, including statements about the Company's beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the Company's goals and strategies; the Company's future business development, financial condition and results of operations; the Company's expectations regarding demand for, and market acceptance of, its solutions and services; the Company's expectations regarding keeping and strengthening its relationships with users, financial service providers and other parties it collaborates with; trends, competition and regulatory policies relating to the industries the Company operates in; general economic and business conditions globally and in China; and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in the Company's filings with the SEC. All information provided in this press release and in the attachments is as of the date of this press release, and the Company undertakes no obligation to update any forward-looking statement, except as required under applicable law. For investor and media inquiries, please contact: In China: Jianpu Technology Inc. (IR) Liting Lu, E-mail: IR@rong360.com (PR) Amanda Hu, E-mail: Media@rong360.com Tel: +86 (10) 6242 7068 ChristensenSuri Cheng, E-mail: suri.cheng@christensencomms.com Tel: +86 185 0060 8364 Crystal Lai, E-mail: crystal.lai@christensencomms.com Tel: +852 2232 3907 In US: ChristensenLinda Bergkamp, E-mail: linda.bergkamp@christensencomms.com Tel: +1 480 353 6648 Jianpu Technology Inc. Unaudited Condensed Consolidated Balance Sheets (In thousands) As of December 31, As of September 30, 2022 2023 RMB RMB US$ ASSETS Current assets: Cash and cash equivalents 346,539 271,708 37,241 Time deposits - 89,826 12,312 Restricted time deposits 297,634 282,175 38,675 Accounts receivable, net 189,665 186,998 25,630 Amount due from related parties 153 157 22 Prepayments and other current assets 46,537 41,444 5,680 Total current assets 880,528 872,308 119,560 Non-current assets: Property and equipment, net 12,578 12,348 1,692 Intangible assets, net 18,339 19,496 2,672 Restricted cash and time deposits 40,059 43,576 5,973 Other non-current assets 10,758 12,400 1,700 Total non-current assets 81,734 87,820 12,037 Total assets 962,262 960,128 131,597 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Short-term borrowings 253,481 254,465 34,877 Accounts payable (including amounts billed through related party of RMB5,652 and RMB2,682 as of December 31, 2022 and September 30, 2023, respectively) 96,729 111,154 15,235 Advances from customers 46,920 46,612 6,389 Tax payable 9,662 10,209 1,399 Amount due to related parties 13,534 12,115 1,660 Accrued expenses and other current liabilities 88,871 87,788 12,032 Total current liabilities 509,197 522,343 71,592 Non-current liabilities: Deferred tax liabilities 3,644 3,425 469 Other non-current liabilities 13,096 12,200 1,672 Total non-current liabilities 16,740 15,625 2,141 Total liabilities 525,937 537,968 73,733 Shareholders' equity: Ordinary shares 286 286 39 Treasury stock, at cost (77,499) (73,735) (10,106) Additional paid-in capital 1,891,266 1,890,757 259,150 Accumulated losses (1,424,153) (1,452,071) (199,023) Statutory reserves 2,027 2,027 278 Accumulated other comprehensive income 37,941 54,304 7,445 Total Jianpu's shareholders' equity 429,868 421,568 57,783 Noncontrolling interests 6,457 592 81 Total shareholders' equity 436,325 422,160 57,864 Total liabilities and shareholders' equity 962,262 960,128 131,597 Jianpu Technology Inc. Unaudited Condensed Consolidated Statements of Comprehensive Loss (In thousands except for number of shares and per share data) For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2023 2022 2023 RMB RMB US$ RMB RMB US$ Revenues: Recommendation services: Loans [a] 82,114 102,915 14,106 195,186 248,394 34,045 Credit cards 129,454 88,300 12,103 365,229 317,993 43,585 Total recommendation services 211,568 191,215 26,209 560,415 566,387 77,630 Big data and system-based risk management services [b] 24,983 18,877 2,587 68,000 69,617 9,542 Marketing and other services [b] [1] 32,244 45,499 6,236 113,002 194,508 26,660 Total revenues 268,795 255,591 35,032 741,417 830,512 113,832 Costs and expenses: Cost of promotion and acquisition [c] (180,200) (167,634) (22,976) (521,488) (569,132) (78,006) Cost of operation [d] (20,985) (14,598) (2,001) (59,893) (52,951) (7,258) Total cost of services (201,185) (182,232) (24,977) (581,381) (622,083) (85,264) Sales and marketing expenses (34,539) (33,227) (4,554) (101,561) (97,917) (13,421) Research and development expenses [e] (28,617) (26,229) (3,595) (87,685) (75,929) (10,407) General and administrative expenses (23,044) (22,645) (3,104) (79,875) (77,524) (10,626) Impairment of goodwill and intangible assets (13,327) - - (13,327) - - Loss from operations (31,917) (8,742) (1,198) (122,412) (42,941) (5,886) Net interest expenses (1,218) 2,072 284 (4,122) 4,106 563 Others, net 7,472 193 26 11,643 10,488 1,438 Loss before income tax (25,663) (6,477) (888) (114,891) (28,347) (3,885) Income tax benefits 588 81 11 837 243 33 Net loss (25,075) (6,396) (877) (114,054) (28,104) (3,852) Less: net income/(loss) attributable to noncontrolling interests (7,562) 326 45 (9,968) (186) (25) Net loss attributable to Jianpu Technology Inc. (17,513) (6,722) (922) (104,086) (27,918) (3,827) Accretion of mezzanine equity - - - (8,740) - - Net loss attributable to Jianpu's shareholders (17,513) (6,722) (922) (112,826) (27,918) (3,827) Other comprehensive income Foreign currency translation adjustments 33,676 (3,698) (507) 63,062 16,320 2,237 Total other comprehensive income/(loss) 33,676 (3,698) (507) 63,062 16,320 2,237 Total comprehensive income/(loss) 8,601 (10,094) (1,384) (50,992) (11,784) (1,615) Less: total comprehensive income/(loss) attributable to noncontrolling interests (7,581) 309 42 (9,818) (229) (31) Total comprehensive income/(loss) attributable to Jianpu Technology Inc. 16,182 (10,403) (1,426) (41,174) (11,555) (1,584) Accretion of mezzanine equity - - - (8,740) - - Total comprehensive income/(loss) attributable to Jianpu's shareholders 16,182 (10,403) (1,426) (49,914) (11,555) (1,584) Net loss per share attributable to Jianpu's shareholders Basic (0.04) (0.02) (0.00) (0.27) (0.07) (0.01) Diluted (0.04) (0.02) (0.00) (0.27) (0.07) (0.01) Net loss per ADS attributable to Jianpu's shareholders Basic (0.83) (0.32) (0.04) (5.32) (1.32) (0.18) Diluted (0.83) (0.32) (0.04) (5.32) (1.32) (0.18) Weighted average number of shares Basic 424,297,809 424,665,581 424,665,581 423,896,586 424,570,325 424,570,325 Diluted 424,297,809 424,665,581 424,665,581 423,896,586 424,570,325 424,570,325 [a] Including revenues from related party of RMB282 and RMB413 for the three months ended September 30, 2022 and 2023,respectively, and RMB416 and RMB1,122 for the nine months ended September 30, 2022 and 2023, respectively. [b] Including revenues from related party of RMB1,486 and RMB447 for the three months ended September 30, 2022 and 2023, respectively, and RMB3,818 and RMB2,075 for the nine months ended September 30, 2022 and 2023, respectively. [c] Including cost of promotion and acquisition from related party of RMB41 and RMB58 for the three months ended September 30, 2022 and 2023, respectively, and RMB185 and RMB66 for the nine months ended September 30, 2022 and 2023, respectively. [d] Including cost of operation from related party of RMB79 and RMB322 for the three months ended September 30, 2022 and 2023, respectively, and RMB283 and RMB793 for the nine months ended September 30, 2022 and 2023, respectively. [e] Including expenses from related party of RMB157 and RMB146 for the three months ended September 30, 2022 and 2023, respectively, and RMB524 and RMB402 for the nine months ended September 30, 2022 and 2023, respectively. Jianpu Technology Inc. Unaudited Reconciliations of GAAP and Non-GAAP Results (In thousands) For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2023 2022 2023 RMB RMB US$ RMB RMB US$ Net loss (25,075) (6,396) (877) (114,054) (28,104) (3,852) Add: Share-based compensation expenses 1,957 1,145 157 6,396 3,231 443 Investment impairment loss 893 - - 8,716 - - Impairment of goodwill and intangible assets 13,327 - - 13,327 - - Investment gain of deconsolidation of subsidiaries[4] - (355) (49) (6,149) (7,412) (1,016) Tax effects on Non-GAAP adjustments[5] (464) - - (464) - - Non-GAAP adjusted net loss[2] (9,362) (5,606) (769) (92,228) (32,285) (4,425) Add: Depreciation and amortization 1,082 1,145 157 3,806 3,361 461 Net interest expenses 1,218 (2,072) (284) 4,122 (4,106) (563) Income tax benefits (124) (81) (11) (373) (243) (33) Non-GAAP adjusted EBITDA[5] (7,186) (6,614) (907) (84,673) (33,273) (4,560) [1] Starting from the fourth quarter of 2022, the Company updated the description of its revenue stream "advertising, marketing and other services" to "marketing and other services" to provide more relevant and clear information. It also updated the revenue description in comparative periods to conform to the current classification. [2] Non-GAAP adjusted net loss represents net loss before share-based compensation expenses, investment impairment loss, impairment of goodwill and intangible assets, investment gain of deconsolidation of subsidiaries and tax effects of above Non-GAAP adjustments. See "Unaudited Reconciliations of GAAP and Non-GAAP Results" at the end of this press release for more details about Non-GAAP adjusted net loss. Non-GAAP adjusted net loss margin equals Non-GAAP adjusted net loss divided by total revenues. [3] ROI represents revenue of recommendation services, marketing and other services divided by cost of promotion and acquisition. [4] In May 2023, the Group (Jianpu, its subsidiaries, and VIEs together are referred to as the "Group".) entered into a share transfer agreement with the founder and minority shareholder of Newsky Wisdom, which is one of the subsidiaries of the Group before the completion of the share transfer. During the second quarter of 2023, according to the share transfer agreement, the Group transferred 35.5% shares to the founder of Newsky Wisdom and consequently became a minority shareholder of Newsky Wisdom, and the Group no longer has control over Newsky Wisdom. The investment gain of RMB7.1 million was recognized in the second quarter of 2023 accordingly.In June 2022, Databook Tech Ltd ("Databook"), one of the Company's subsidiaries, made a cash distribution to its shareholders, through which the Company received a portion of the cash distribution. Databook also issued additional shares to one minority shareholder and changed the Company's board seat in Databook to one director. The Company consequently became a minority shareholder of Databook and no longer has control over Databook. The investment gain of RMB6.1 million was realized in the second quarter of 2022, and RMB17.0 million was realized in the fourth quarter of 2022. [5] Non-GAAP adjusted EBITDA represents EBITDA before share-based compensation expenses, investment impairment loss, impairment of goodwill and intangible assets and investment gain of deconsolidation of subsidiaries. EBITDA represents net (loss)/income before interest income and expenses, income tax benefits from net loss, and depreciation and amortization. See "Unaudited Reconciliations of GAAP and Non-GAAP Results" for more details.
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