Document and Entity Information
Document and Entity Information - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Document Information [Line Items] | ||
Document Type | 20-F | |
Document Registration Statement | false | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Shell Company Report | false | |
Entity Registrant Name | Secoo Holding Limited | |
Entity File Number | 001-38201 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | Sanlitun Road A, No. 3 Courtyard Building 2 | |
Entity Address, Address Line Two | Chaoyang District | |
Entity Address, Address Line Three | Secoo Tower | |
Entity Address, Country | CN | |
Entity Address, City or Town | Beijing | |
Entity Address, Postal Zip Code | 100027 | |
Document Period End Date | Dec. 31, 2021 | |
Entity Well-known Seasoned Issuer | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | FY | |
Entity Central Index Key | 0001633441 | |
Amendment Flag | false | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Document Accounting Standard | U.S. GAAP | |
ICFR Auditor Attestation Flag | false | |
Entity Ex Transition Period | true | |
Entity Interactive Data Current | Yes | |
Auditor Firm ID | 1186 | 5035 |
Auditor Location | Beijing, China | Weifang, People’s Republic of China |
Auditor Name | KPMG Huazhen LLP | Shandong Haoxin Certified Public Accountants Co., Ltd |
Business Contact [Member] | ||
Document Information [Line Items] | ||
Entity Address, Address Line One | Sanlitun Road A, No. 3 Courtyard Building 2 | |
Entity Address, Address Line Two | Chaoyang District | |
Entity Address, Address Line Three | Secoo Tower | |
Entity Address, Country | CN | |
Entity Address, City or Town | Beijing | |
Entity Address, Postal Zip Code | 100027 | |
City Area Code | 86 | |
Local Phone Number | 10 6588-0135 | |
Contact Personnel Name | Shaojun Chen | |
Common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 35,326,281 | |
Class A ordinary shares | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares, par value US$0.001 per share* | |
Entity Common Stock, Shares Outstanding | 28,754,852 | |
No Trading Symbol Flag | true | |
Class B ordinary shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,571,429 | |
American Depositary Shares | ||
Document Information [Line Items] | ||
Trading Symbol | SECO | |
Title of 12(b) Security | American depositary shares, two American depositaryshares representing one Class A ordinary share | |
Security Exchange Name | NASDAQ |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS ¥ in Thousands, $ in Thousands | Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) |
Current assets | |||
Cash and cash equivalents | ¥ 156,108 | $ 24,497 | ¥ 639,932 |
Restricted cash | 14,211 | 2,230 | 85,826 |
Accounts receivable, net | 10,482 | 1,645 | 99,228 |
Inventories | 2,995,460 | 470,052 | 3,289,804 |
Advances to suppliers | 351,475 | 55,154 | 400,186 |
Prepayments and other current assets, net | 600,416 | 94,218 | 492,927 |
Total current assets | 4,128,152 | 647,796 | 5,007,903 |
Non-current assets | |||
Property and equipment, net | 41,319 | 6,484 | 73,027 |
Restricted cash | 597 | 94 | 3,846 |
Investments in equity investees | 28,477 | 4,469 | 57,189 |
Deferred tax assets | 242,211 | 38,007 | 82,896 |
Goodwill | 807 | 127 | 807 |
Operating lease right-of-use assets | 20,809 | 3,265 | 105,938 |
Other non-current assets | 8,506 | 1,335 | 10,817 |
Total non-current assets | 342,726 | 53,781 | 334,520 |
Total assets | 4,470,878 | 701,577 | 5,342,423 |
Current liabilities | |||
Short-term borrowings and current portion of long-term borrowings | 32,941 | 5,169 | 191,289 |
Accounts payable | 409,519 | 64,262 | 348,154 |
Amounts due to related parties | 62 | ||
Advances from customers | 197,076 | 30,926 | 96,134 |
Income tax payable | 38,337 | 6,016 | 77,361 |
Accrued expenses and other current liabilities | 623,475 | 97,836 | 742,365 |
Deferred revenue | 20,186 | 3,168 | 221,704 |
Operating lease liabilities | 13,721 | 2,153 | 40,204 |
Total current liabilities | 1,335,255 | 209,530 | 1,717,273 |
Non-current liabilities | |||
Long-term borrowings | 1,348,046 | 211,538 | 1,128,004 |
Operating lease liabilities | 7,946 | 1,247 | 70,427 |
Long-term liabilities | 109,493 | ||
Total non-current liabilities | 1,355,992 | 212,785 | 1,307,924 |
Total liabilities | 2,691,247 | 422,315 | 3,025,197 |
Commitments and contingencies (Note 26) | |||
Mezzanine Equity | |||
Redeemable non-controlling interest | 10,300 | 1,616 | 10,010 |
Total mezzanine equity | 10,300 | 1,616 | 10,010 |
Shareholders' Equity | |||
Treasury shares (517,454 Class A ordinary shares as of December 31, 2020 and 2021, at cost) | (71,018) | (11,144) | (71,018) |
Additional paid-in capital | 3,558,821 | 558,457 | 3,560,008 |
Accumulated losses | (1,772,189) | (278,096) | (1,206,436) |
Accumulated other comprehensive income | 64,739 | 10,159 | 35,923 |
Total equity attributable to ordinary shareholders | 1,780,592 | 279,413 | 2,318,716 |
Non-redeemable non-controlling interest | (11,261) | (1,767) | (11,500) |
Total Shareholders' Equity | 1,769,331 | 277,646 | 2,307,216 |
Total liabilities, mezzanine equity and shareholders' equity | 4,470,878 | 701,577 | 5,342,423 |
Class A ordinary shares | |||
Shareholders' Equity | |||
Ordinary shares | 198 | 31 | 198 |
Class B ordinary shares | |||
Shareholders' Equity | |||
Ordinary shares | ¥ 41 | $ 6 | ¥ 41 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) ¥ in Thousands, $ in Thousands | Dec. 31, 2021CNY (¥)shares | Dec. 31, 2020CNY (¥)shares |
Current liabilities | ||
Short-term borrowings and current portion of long-term borrowings | ¥ 32,941 | ¥ 191,289 |
Non-current liabilities | ||
Long-term borrowings | ¥ 1,348,046 | ¥ 1,128,004 |
Issuance of Common Stock | ||
Treasury shares (in Shares) | 517,454 | 517,454 |
Class A ordinary shares | ||
Issuance of Common Stock | ||
Ordinary shares authorized | 150,000,000 | 150,000,000 |
Ordinary shares issued | 29,272,306 | 29,272,306 |
Ordinary shares outstanding | 28,754,852 | 28,754,852 |
Class B ordinary shares | ||
Issuance of Common Stock | ||
Ordinary shares authorized | 150,000,000 | 150,000,000 |
Ordinary shares issued | 6,571,429 | 6,571,429 |
Ordinary shares outstanding | 6,571,429 | 6,571,429 |
VIEs | ||
Current liabilities | ||
Short-term borrowings and current portion of long-term borrowings | ¥ | ¥ 32,941 | ¥ 191,289 |
VIEs | Without recourse | ||
Current liabilities | ||
Short-term borrowings and current portion of long-term borrowings | ¥ | 1,045,107 | 1,369,895 |
Non-current liabilities | ||
Long-term borrowings | ¥ | ¥ 7,539 | ¥ 69,006 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021CNY (¥)¥ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020CNY (¥)¥ / sharesshares | Dec. 31, 2019CNY (¥)¥ / sharesshares | |
Revenues: | ||||
Total revenues | ¥ 3,131,624 | $ 491,420 | ¥ 6,019,681 | ¥ 6,845,580 |
Cost of revenues | (3,013,467) | (472,878) | (5,138,285) | (5,648,633) |
Gross profit | 118,157 | 18,542 | 881,396 | 1,196,947 |
Operating expenses: | ||||
Fulfillment expenses | (125,170) | (19,642) | (185,473) | (190,503) |
Marketing expenses | (214,299) | (33,628) | (279,207) | (480,442) |
Technology and content development expenses | (100,136) | (15,714) | (113,542) | (101,477) |
General and administrative expenses | (299,101) | (46,935) | (267,841) | (208,052) |
Total operating expenses | (738,706) | (115,919) | (846,063) | (980,474) |
Income (loss) from operations | (620,549) | (97,377) | 35,333 | 216,473 |
Other income (expenses): | ||||
Interest income | 843 | 132 | 4,851 | 9,420 |
Interest expenses | (138,927) | (21,801) | (129,276) | (118,867) |
Foreign currency exchange (losses) gain | 128 | 20 | (5,446) | (3,426) |
Change in fair value of financial instruments | ¥ | 938 | 20,660 | ||
Others | 23,690 | 3,717 | 12,786 | 68,837 |
Income (loss) before income tax | (734,815) | (115,309) | (80,814) | 193,097 |
Income tax (expenses) benefit | 169,083 | 26,533 | (6,603) | (31,426) |
Net income (loss) | (565,732) | (88,776) | (87,417) | 161,671 |
Less: Gain (loss) attributable to redeemable non-controlling interest | (120) | (19) | 1,165 | 1,120 |
Less: Gain (loss) attributable to non-redeemable non-controlling interest | (359) | (56) | (16,718) | 5,499 |
Net income (loss) attributable to Secoo Holding Limited | (565,253) | (88,701) | (71,864) | 155,052 |
Accretion to redeemable non-controlling interest redemption value | (500) | (78) | (500) | (629) |
Net income (loss) attributable to ordinary shareholders of Secoo Holding Limited | (565,753) | (88,779) | (72,364) | 154,423 |
Comprehensive income | ||||
Net income (loss) | (565,732) | (88,776) | (87,417) | 161,671 |
Other comprehensive (loss) income | ||||
Foreign currency translation adjustments, net of nil income taxes | 29,324 | 4,602 | 62,189 | (19,955) |
Total other comprehensive (loss) income, net of income taxes | 29,324 | 4,602 | 62,189 | (19,955) |
Comprehensive income (loss) | (536,408) | (84,174) | (25,228) | 141,716 |
Less: Comprehensive income attributable to redeemable non-controlling interest | 290 | 46 | 186 | 1,121 |
Less: Comprehensive income (loss) attributable to non-redeemable non-controlling interest | 239 | 38 | (15,973) | 5,671 |
Comprehensive income (loss) attributable to ordinary shareholders of Secoo Holding Limited | ¥ (536,937) | $ (84,258) | ¥ (9,441) | ¥ 134,924 |
Net income (loss) per Class A and Class B ordinary share | ||||
-Basic | (per share) | ¥ (16.02) | $ (2.51) | ¥ (2.36) | ¥ 6.15 |
-Diluted | (per share) | ¥ (16.02) | $ (2.51) | ¥ (2.36) | ¥ 5.89 |
Weighted average number of Class A and Class B ordinary shares outstanding used in computing net income (loss) per share | ||||
-Basic | 35,326,281 | 35,326,281 | 30,629,608 | 25,122,199 |
-Diluted | 35,326,281 | 35,326,281 | 30,629,608 | 26,221,104 |
Merchandise sales | ||||
Revenues: | ||||
Total revenues | ¥ 2,986,044 | $ 468,575 | ¥ 5,790,248 | ¥ 6,609,874 |
Marketplace and other services | ||||
Revenues: | ||||
Total revenues | ¥ 145,580 | $ 22,845 | ¥ 229,433 | ¥ 235,706 |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | |||
Foreign currency translation adjustments tax | ¥ 0 | ¥ 0 | ¥ 0 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY ¥ in Thousands, $ in Thousands | Cumulative effect adoption adjustmentTotal shareholder's (deficit) equityCNY (¥) | Cumulative effect adoption adjustmentAccumulated lossesCNY (¥) | Cumulative effect adoption adjustmentNon-redeemable non-controlling interestCNY (¥) | Cumulative effect adoption adjustmentCNY (¥) | Total shareholder's (deficit) equityCNY (¥) | Total shareholder's (deficit) equityUSD ($) | Common stockClass A ordinary sharesCNY (¥)shares | Common stockClass A ordinary sharesUSD ($)shares | Common stockClass B ordinary sharesCNY (¥)shares | Common stockClass B ordinary sharesUSD ($)shares | Treasury SharesCNY (¥)shares | Treasury SharesUSD ($)shares | Additional paid-in capitalCNY (¥) | Additional paid-in capitalUSD ($) | Accumulated lossesCNY (¥) | Accumulated lossesUSD ($) | Accumulated Other comprehensive (loss)CNY (¥) | Accumulated Other comprehensive (loss)USD ($) | Non-redeemable non-controlling interestCNY (¥) | Non-redeemable non-controlling interestUSD ($) | CNY (¥) | USD ($) |
Beginning balance at Dec. 31, 2018 | ¥ 1,481,365 | ¥ 126 | ¥ 41 | ¥ (71,018) | ¥ 2,839,342 | ¥ (1,280,753) | ¥ (6,373) | ¥ 20,561 | ¥ 1,501,926 | |||||||||||||
Beginning balance (in shares) at Dec. 31, 2018 | shares | 19,068,224 | 19,068,224 | 6,571,429 | 6,571,429 | (517,454) | (517,454) | ||||||||||||||||
Net income for the year | 155,052 | 155,052 | 5,499 | 155,052 | ||||||||||||||||||
Net loss for the year | 160,551 | |||||||||||||||||||||
Share-based compensation | 8,803 | 8,803 | 8,803 | |||||||||||||||||||
Acquisition of subsidiaries | 1,751 | 1,751 | ||||||||||||||||||||
Redeemable non-controlling interest redemption value accretion | (629) | (629) | (629) | |||||||||||||||||||
Foreign currency translation adjustments, net of nil income taxes | (20,127) | (20,127) | 172 | (19,955) | ||||||||||||||||||
Foreign currency translation adjustments, net of nil income taxes | (19,955) | |||||||||||||||||||||
Ending balance at Dec. 31, 2019 | 1,624,464 | ¥ 126 | ¥ 41 | ¥ (71,018) | 2,848,145 | (1,126,330) | (26,500) | 27,983 | 1,652,447 | |||||||||||||
Ending balance (in shares) at Dec. 31, 2019 | shares | 19,068,224 | 19,068,224 | 6,571,429 | 6,571,429 | (517,454) | (517,454) | ||||||||||||||||
Net income for the year | (71,864) | |||||||||||||||||||||
Net loss for the year | (71,864) | (71,864) | (16,718) | (88,582) | ||||||||||||||||||
Issuance of Class A ordinary shares pursuant to share purchase agreement with Qudian Inc., net of issuance cost | 703,774 | ¥ 72 | 703,702 | 703,774 | ||||||||||||||||||
Issuance of Class A ordinary shares pursuant to share purchase agreement with Qudian Inc., net of issuance cost (in shares) | shares | 10,204,082 | 10,204,082 | ||||||||||||||||||||
Share-based compensation | 8,161 | 8,161 | 8,161 | |||||||||||||||||||
Change of the capital from non-controlling interest shareholders | 346 | 346 | ||||||||||||||||||||
Disposal of subsidiaries | (22,876) | (22,876) | ||||||||||||||||||||
Redeemable non-controlling interest redemption value accretion | (500) | (500) | (500) | |||||||||||||||||||
Foreign currency translation adjustments, net of nil income taxes | 62,423 | 62,423 | (234) | 62,189 | ||||||||||||||||||
Foreign currency translation adjustments, net of nil income taxes | 62,189 | |||||||||||||||||||||
Ending balance at Dec. 31, 2020 | ¥ (7,742) | ¥ (7,742) | ¥ (1) | ¥ (7,743) | 2,318,716 | ¥ 198 | ¥ 41 | ¥ (71,018) | 3,560,008 | (1,206,436) | 35,923 | (11,500) | 2,307,216 | |||||||||
Ending balance (in shares) at Dec. 31, 2020 | shares | 29,272,306 | 29,272,306 | 6,571,429 | 6,571,429 | (517,454) | (517,454) | ||||||||||||||||
Net income for the year | (565,253) | $ (88,701) | ||||||||||||||||||||
Net loss for the year | (565,253) | (565,253) | (359) | (565,612) | ||||||||||||||||||
Share-based compensation | 2,286 | 2,286 | 2,286 | |||||||||||||||||||
Disposal of a equity investee | (3,473) | (3,473) | (3,473) | |||||||||||||||||||
Redeemable non-controlling interest redemption value accretion | (500) | (500) | (500) | |||||||||||||||||||
Foreign currency translation adjustments, net of nil income taxes | 28,816 | 28,816 | 598 | 29,414 | ||||||||||||||||||
Foreign currency translation adjustments, net of nil income taxes | 29,324 | 4,602 | ||||||||||||||||||||
Ending balance at Dec. 31, 2021 | ¥ 7,742 | ¥ 1,780,592 | $ 279,413 | ¥ 198 | $ 31 | ¥ 41 | $ 6 | ¥ (71,018) | $ (11,144) | ¥ 3,558,821 | $ 558,457 | ¥ (1,772,189) | $ (278,096) | ¥ 64,739 | $ 10,159 | ¥ (11,261) | $ (1,767) | ¥ 1,769,331 | $ 277,646 | |||
Ending balance (in shares) at Dec. 31, 2021 | shares | 29,272,306 | 29,272,306 | 6,571,429 | 6,571,429 | (517,454) | (517,454) |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY | |||
Foreign currency translation adjustments tax | ¥ 0 | ¥ 0 | ¥ 0 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | |
Cash flows from operating activities: | ||||
Net income (loss) | ¥ (565,732) | $ (88,776) | ¥ (87,417) | ¥ 161,671 |
Adjustments to reconcile net income to net cash used in operating activities | ||||
Share-based compensation | 2,286 | 359 | 8,161 | 8,803 |
Inventory write downs | 469,644 | 73,697 | 64,245 | 14,273 |
Depreciation and amortization expenses | 24,500 | 3,845 | 24,801 | 25,417 |
Amortization of the right-of-use assets | 37,868 | 5,942 | 42,503 | 28,549 |
Loss on disposal of property and equipment | 15,714 | 2,466 | 898 | 403 |
Unrealized foreign currency exchange losses | 1,270 | |||
Deferred tax (benefits) expenses | (170,376) | (26,736) | 23,443 | (55,771) |
Allowance for doubtful accounts/expected credit losses | 70,912 | 11,127 | 83,587 | 8,731 |
Share of losses on investment in equity investees | 70 | 11 | 119 | 762 |
Change in fair value of financial instruments | (938) | (20,660) | ||
(Gain) Loss from disposal of subsidiaries | 12,575 | (13,531) | ||
Loss (gain) on disposal equity investees and investment security | (1,674) | (263) | 164 | |
Amortization of issuance costs of convertible note | 13,741 | 2,156 | 20,478 | 14,598 |
Accrued interest expenses for convertible notes | 108,263 | 16,989 | ||
Impairment for Equity Investees | 26,275 | 4,123 | 0 | 0 |
Changes in operating assets and liabilities , net of effects of acquisition of a subsidiary and disposal of a subsidiary: | ||||
Accounts receivable | 81,034 | 12,716 | 19,180 | (11,264) |
Inventories | (178,816) | (28,060) | (699,171) | (969,470) |
Advance to suppliers | 43,976 | 6,901 | (74,194) | 97,384 |
Amount due from related parties | 30 | 2,105 | ||
Prepayments and other assets | (174,303) | (27,352) | (160,875) | (283,181) |
Other non-current assets | 8,011 | 1,257 | 1,516 | (6,129) |
Accounts payable | 70,845 | 11,117 | (209,108) | 58,000 |
Advance from customers | 100,942 | 15,840 | 42,514 | (12,432) |
Accrued expenses and other liabilities | (95,380) | (14,967) | (136,369) | 594,425 |
Deferred revenue | (201,518) | (31,623) | 123,739 | 35,487 |
Operating lease right-of-use assets | (3,565) | (559) | (6,274) | (6,140) |
Operating lease liabilities | (38,137) | (5,985) | (24,604) | (29,176) |
Income tax payable | (26,041) | (4,085) | (12,205) | 63,337 |
Long-term liabilities | 41,314 | 48,217 | ||
Net cash used in operating activities | (381,461) | (59,860) | (901,888) | (244,322) |
Cash flows from investing activities: | ||||
Purchase of land use right | (6,300) | (989) | ||
Purchase of property and equipment | (7,606) | (1,193) | (17,194) | (35,416) |
Cash paid for investment in equity investees | (250) | (39) | (43,780) | |
Cash paid for business combination, net of cash acquired | (4,043) | (1,911) | ||
Cash decreased due to disposal of subsidiaries | (3,129) | (3,230) | ||
Proceeds from disposal of a subsidiary | 10,000 | |||
Purchase of equity securities and put option | (2,375) | |||
Proceeds from maturity of time deposits | 67,335 | |||
Proceeds from disposal of investment securities | 2,029 | 35,942 | ||
Proceeds from disposal of investment in equity investee | 12,000 | |||
Net cash provided by/(used in) investing activities | (14,156) | (2,221) | (337) | 16,565 |
Cash flows from financing activities: | ||||
Proceeds from issuance of Class A ordinary shares to Qudian Inc., net of issuance cost | 703,774 | |||
Capital injection from non-controlling interests | 346 | |||
Repayment to related parties | (62) | (10) | (426) | (724) |
Proceeds from short-term borrowings | 40,000 | 6,277 | 146,000 | 183,609 |
Proceeds from long-term borrowings | 30,000 | |||
Repayment of short-term borrowings | (177,559) | (27,863) | (130,000) | (183,707) |
Repayment of long-term borrowings | (15,789) | (2,478) | (14,211) | (4,324) |
Proceeds from other borrowings | 10,000 | 1,569 | 247,500 | |
Repayment for other borrowings | (15,000) | (2,353) | (218,000) | |
Net cash provided by financing activities | (158,410) | (24,858) | 705,483 | 54,354 |
Effect of exchange rate changes on Cash, cash equivalents and restricted cash | (4,661) | (731) | (27,790) | 1,132 |
Net decrease in cash, cash equivalents and restricted cash | (558,688) | (87,670) | (224,532) | (172,271) |
Cash, cash equivalents and restricted cash at the beginning of the year | 729,604 | 114,491 | 954,136 | 1,126,407 |
Cash, cash equivalents and restricted cash at the end of the year | 170,916 | 26,821 | 729,604 | 954,136 |
Supplemental information | ||||
Interest paid | 15,213 | 2,387 | 59,329 | 56,510 |
Income tax paid | 27,333 | 4,289 | 10,726 | 41,656 |
Accrual for purchase of property and equipment | 8,356 | |||
Accrual for business acquisition (Note 5) | 697 | |||
ROU assets obtained in exchange for new operating lease liabilities | 3,565 | 559 | 6,274 | 138,049 |
Consideration payable for acquiring equity interests | 1,000 | 1,992 | ||
Receivable from disposal of a subsidiary | ¥ 2,143 | $ 336 | ¥ 2,143 | ¥ 10,000 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) ¥ in Thousands, $ in Thousands | Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2020USD ($) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) |
CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||
Cash and cash equivalents | ¥ 156,108 | $ 24,497 | ¥ 639,932 | ¥ 709,823 | ||
Restricted cash, current | 14,211 | 2,230 | 85,826 | 240,741 | ||
Restricted cash, non-current | 597 | 94 | 3,846 | 3,572 | ||
Total cash, cash equivalents and restricted cash | ¥ 170,916 | $ 26,821 | ¥ 729,604 | $ 114,491 | ¥ 954,136 | ¥ 1,126,407 |
Description of Business and Org
Description of Business and Organization | 12 Months Ended |
Dec. 31, 2021 | |
Description of Business and Organization | |
Description of Business and Organization | 1. Description of Business and Organization Description of Business Secoo Holding Limited (“Secoo” or the “Company”) was incorporated in the Cayman Islands on January 4, 2011. Secoo, through its consolidated subsidiaries, variable interest entities and variable interest entities’ subsidiaries (collectively referred to as the “Group”) is primarily engaged in the sale of upscale brand products including handbags, watches, jewelry and other premium lifestyle products through its own internet platforms and offline experience centers. Secoo also offers its website as a marketplace to third party merchants to facilitate their sales of upscale products and services. The Group’s principal operations and geographic markets are mainly in the People’s Republic of China (“PRC” or “China”). Organization The Group operates its website in the PRC through Beijing Secoo Trading Ltd. (“Beijing Secoo”), a limited liability company established under the laws of the PRC on April 30, 2009, and Beijing Wo Mai Wo Pai Auction Co., Ltd (“Beijing Auction”), a limited liability company established under the laws of the PRC on September 15, 2014. Beijing Secoo holds the necessary PRC operating licenses for the online business, and Beijing Auction holds the necessary PRC operating license for the auction business. The equity interests of Beijing Secoo and Beijing Auction (collectively referred to as the “VIEs”) are legally held by individuals who act as nominee equity holders of the VIEs on behalf of Kutianxia (Beijing) Information Technology Ltd. (“Kutianxia”), the Company’s indirectly wholly-owned subsidiary in the PRC. Beijing Secoo entered into a series of contractual agreements with Kutianxia and its legal shareholders, including Powers of Attorney, an Exclusive Business Cooperation Agreement, Equity Pledge Agreements, Exclusive Option to Purchase Agreements, and an Exclusive Option to Purchase Intellectual Properties Agreement (collectively, the “Beijing Secoo VIE Agreements”). Beijing Auction entered into a series of contractual agreements with Kutianxia and its legal shareholders, including Powers of Attorney, an Exclusive Business Cooperation Agreement, Equity Pledge Agreements, Exclusive Option to Purchase Agreements and Loan Agreements (collectively, the “Beijing Auction VIE Agreements”, and together with the Beijing Secoo VIE Agreements, the “VIE Agreements”). Pursuant to the VIE Agreements, the Group, through Kutianxia, is able to exercise effective control over, bears the risks of, enjoys substantially all of the economic benefits of VIEs, and has an exclusive option to purchase all or part of the equity interests in VIEs when and to the extent permitted by PRC law at the minimum price possible. The Company’s management concluded that Beijing Secoo and Beijing Auction are variable interest entities of the Group and Kutianxia is the primary beneficiary of Beijing Secoo and Beijing Auction. As such, the financial statements of the VIEs are included in the consolidated financial statements of the Company. The principal terms of the agreements entered into among the VIEs, their nominee equity holders and Kutianxia, the primary beneficiary, are further described below. ● Powers of Attorney Kutianxia and each of the shareholders of Beijing Secoo entered into a Powers of Attorney. Pursuant to the Powers of Attorney, the shareholders of Beijing Secoo irrevocably appointed Kutianxia as their attorney-in-fact to exercise all shareholder rights, including, but not limited to, participation in the shareholders’ meeting, appointing or removing directors, executive officers and senior management, disposing of all or part of the shareholder’s equity interests in Beijing Secoo, casting shareholder’s vote on matters requiring shareholders’ approval and doing all other acts in the capacity of shareholder as permitted by Beijing Secoo’s Memorandum and Articles of Association. In addition, Kutianxia has a right to assign its rights and benefits under the Powers of Attorney to any other parties without an advance notice to the shareholders of Beijing Secoo. The Powers of Attorney shall continue in force and be irrevocable as long as the shareholders of Beijing Secoo remain as the registered legal shareholders of Beijing Secoo. The Powers of Attorney between Kutianxia and the shareholders of Beijing Auction contains the same terms as those described above. The Powers of Attorney will be in effect for as long as the shareholders of Beijing Auction hold any equity interests in Beijing Auction. 1. Description of Business and Organization (Continued ) ● Exclusive Business Cooperation Agreement Kutianxia and Beijing Secoo entered into an Exclusive Business Cooperation Agreement, whereby Kutianxia is appointed as the exclusive service provider for the provision of business support, technology and consulting services to Beijing Secoo. Unless a written consent is given by Kutianxia, Beijing Secoo is not allowed to engage a third party to provide such services, while Kutianxia is able to designate another party to render such services to Beijing Secoo. Beijing Secoo shall pay Kutianxia on a quarterly basis a service fee, which shall be an amount that is determined by Kutianxia based on the amount of services provided, and the market value for those services, and Kutianxia has the sole discretion to adjust the basis of calculation of the service fee amount according to service provided to Beijing Secoo. Kutianxia owns the exclusive intellectual property rights, whether created by Kutianxia or Beijing Secoo, as a result of the performance of the Exclusive Business Cooperation Agreement. The Exclusive Business Cooperation Agreement has an initial term of ten years and can be indefinitely extended at the sole discretion of Kutianxia. Beijing Secoo is not permitted to terminate the agreement except if Kutianxia commits gross negligence or fraud. The Exclusive Business Cooperation Agreement between Kutianxia and Beijing Auction contains the same terms as those described above, except that Beijing Auction shall pay Kutianxia a monthly service fee determined at the sole discretion of Kutianxia on the basis of the scope and complexity of the work, the experience of staff personnel and their time spent and the market price of such work. The Exclusive Business Cooperation Agreement will be in effect for an unlimited term, unless terminated in writing by Kutianxia, or the Exclusive Business Cooperation Agreement shall be terminated as of the expiration date of the business term of either Kutianxia or Beijing Auction if the renewal of the business term of the respective companies is not approved by the relevant government authorities. Beijing Auction is not permitted to terminate the Exclusive Business Cooperation Agreement. ● Equity Pledge Agreement An Equity Pledge Agreement was entered into by and among Kutianxia, Beijing Secoo and the shareholders of Beijing Secoo. To guarantee payment from Beijing Secoo for services rendered pursuant to the Exclusive Business Cooperation Agreement, the shareholders of Beijing Secoo pledged their respective shares in Beijing Secoo under the Equity Pledge Agreement to Kutianxia as collateral for Beijing Secoo’s service fee payment. In the event Beijing Secoo fails to pay Kutianxia its service fee, Kutianxia will have the right to sell the pledged shares and apply the proceeds received to pay any outstanding service fees due by Beijing Secoo to Kutianxia. The shareholders of Beijing Secoo agree that, during the term of the Equity Pledge Agreement, they will not dispose of the pledged shares or create or allow any encumbrance on the pledged shares, and they also agree that Kutianxia’s rights relating to the equity pledges shall not be prejudiced by any legal actions of the shareholders of Beijing Secoo, their successors or their designees. The equity pledges have been registered with the relevant registration authority and became effective and enforceable since registration. During the term of the Equity Pledge Agreement, Kutianxia is entitled to receive dividends attributable to the pledged Beijing Secoo shares. The Equity Pledge Agreement has a term of ten years which shall be automatically extended corresponding to the extension of the Exclusive Business Cooperation Agreement. The Equity Pledge Agreement shall be terminated as and when the Exclusive Business Cooperation Agreement terminates. Pursuant to the Equity Pledge Agreement entered into among Kutianxia, Beijing Auction, and the nominee shareholders, the shareholders of Beijing Auction pledge all of their equity interests in Beijing Auction to guarantee their and Beijing Auction’s performance of their obligations under the contractual arrangements including, but not limited to, the Exclusive Business Cooperation Agreement, Exclusive Option to Purchase Agreement, Loan Agreement and Powers of Attorney. If Beijing Auction or its shareholders breach their contractual obligations under these agreements, Kutianxia, as pledgee, will have the right to dispose of the pledged equity interests of Beijing Auction. The shareholders of Beijing Auction agree that, during the term of the Equity Pledge Agreement, they will not dispose of the pledged equity interests or create or allow any encumbrance on the pledged equity interests without the prior written consent of Kutianxia, and they also agree that Kutianxia’s rights relating to the pledged equity interests shall not be prejudiced by the legal actions of the shareholders, their successors or their designees. The shareholders of Beijing Auction shall subscribe for additional equity in Beijing Auction only upon the written consent of Kutianxia and the additional equity shall thereon deemed to be pledged equity interests subject to the terms of the Equity Pledge Agreement. During the term of the Equity Pledge Agreement, Kutianxia has the right to receive all of the dividends and profits distributed on the pledged equity interests. 1. Description of Business and Organization (Continued ) In the event of liquidation of Beijing Auction, any distribution from the liquidation proceeds of Beijing Auction received by the shareholders of Beijing Auction shall be deposited into an account designated by Kutianxia and subject to the supervision of Kutianxia or the funds in the account shall be unconditionally transferred to Kutianxia to the extent permitted by PRC law. The Equity Pledge Agreement became effective and enforceable on the date when the pledge of equity interests were registered with the relevant office of the Administration for Industry and Commerce in accordance with the PRC Property Rights Law and remain effective until Beijing Auction and its shareholders discharge all their obligations under the Equity Pledge Agreement. Kutianxia has a right to terminate the Agreement if Beijing Auction or its shareholders have any material breach of the terms of the Agreement, and may assign its rights and obligations under the Beijing Auction Agreements to any designated parties. Beijing Auction, and its shareholders shall not have any right to terminate the Agreement. ● Exclusive Option to Purchase Agreement Each of the shareholders of Beijing Secoo entered into an Exclusive Option to Purchase Agreement with Kutianxia and Beijing Secoo, pursuant to which the shareholders of Beijing Secoo granted Kutianxia or its designated person an irrevocable and exclusive option to purchase, at its discretion and to the extent permitted under the PRC law, all or part of the shareholders’ equity interests in Beijing Secoo at the minimum price that the PRC law permits at the time unless a valuation of the shares is required by the PRC law. Beijing Secoo and its shareholders agree that without the prior written consent of Kutianxia, they will not undertake any acts which may adversely affect the interests and rights of Kutianxia in Beijing Secoo. The shareholders of Beijing Secoo commit that without the prior written consent of Kutianxia, they will not sell, pledge or dispose of their equity interests in Beijing Secoo to any other parties. Beijing Secoo commits that without the prior written consent of Kutianxia, it will not increase or decrease its registered capital, amend its Articles of Association, sell, pledge, dispose of or permit a lien to be created on its assets, commit to any debts or liabilities not arising in the ordinary course of business, grant any loans or credit to any person, enter into any material contracts not in the ordinary course of business, enter into any investments, business acquisitions or combinations, dissolving Beijing Secoo, or distribute dividends to the shareholders. Beijing Secoo and its shareholders shall appoint those individuals recommended by Kutianxia as directors of the company. Beijing Secoo shall provide operating and financial information to Kutianxia at the request of Kutianxia and ensure the continuance of the business. The Exclusive Option to Purchase Agreement has an initial term of ten years and can be extended indefinitely at the discretion of Kutianxia. The Exclusive Option to Purchase Agreement entered into among Kutianxia, Beijing Auction and its nominee shareholders contains the same terms as those described above, except that the purchase price for the equity interests shall equal the amount that the shareholders contributed to Beijing Auction as its registered capital or a pro-rata amount if only portion of the equity interests is purchased, or the minimum price permitted by applicable PRC law, whichever is higher. The Exclusive Option to Purchase Agreement will remain effective until all equity interests in Beijing Auction held by its shareholders are transferred or assigned to Kutianxia or its designees. The shareholders of Beijing Auction shall not have any right to terminate the Exclusive Option to Purchase Agreement. ● Exclusive Option to Purchase Intellectual Properties Agreement Kutianxia and Beijing Secoo entered into an Exclusive Option to Purchase Intellectual Properties Agreement, pursuant to which Beijing Secoo granted to Kutianxia or its designees an exclusive and irrevocable right to purchase, to the extent permitted by the PRC law, a list of specified intellectual properties at any time Kutianxia would desire. The intellectual properties comprise domain names, copyright of the design or content of the websites, trademarks owned by Beijing Secoo and all intellectual properties purchased or developed by Beijing Secoo during the term of the Exclusive Option to Purchase Intellectual Properties Agreement, including but not limited to trademarks, trademark applications, patents, patent applications, software copyright, domain names, websites and technology knowhow. The Exclusive Option to Purchase Intellectual Properties Agreement has a term of ten years and is renewable at the option of Kutianxia for another ten years. 1. Description of Business and Organization (Continued ) ● Loan Agreements Loan Agreements were entered into between Kutianxia and each of the shareholders of Beijing Auction. Under these Loan Agreements, Kutianxia made interest-free loans in an aggregate amount of RMB1 million to the shareholders of Beijing Auction exclusively for the purpose of the initial capitalization and the subsequent financial needs of Beijing Auction. The loans shall be repaid in full if the shareholders of Beijing Auction cease to be employees of Kutianxia, Beijing Auction or their affiliates; and can only be repaid with the proceeds derived from the sale of all of the equity interests in Beijing Auction to Kutianxia or its designated representatives pursuant to the Exclusive Option to Purchase Agreements. The term of the loans is ten years from the date of the Loan Agreements and may be extended upon mutual written consent of Kutianxia and the shareholders of Beijing Auction. The revenue producing assets that are held by the VIEs primarily comprise of network equipment, purchased software and the website. Substantially all of such assets are recognized in the Company’s consolidated financial statements, except for certain internally developed software, which were not recorded on the Company’s consolidated balance sheets as they do not meet all the capitalization criteria. The VIEs also have assembled work force for sales, marketing and operations. Risks in relation to the VIE structure In the opinion of the Company’s management, the contractual arrangements have resulted in Kutianxia having the power to direct activities that most significantly impact the VIEs and the VIEs’ subsidiaries, including appointing key management, setting up operating policies, exerting financial controls and transferring profit or assets out of the VIEs and the VIEs’ subsidiaries at its discretion. Kutianxia considers that it has the right to receive all the benefits and assets of the VIEs and the VIEs’ subsidiaries. As the VIEs and the VIEs’ subsidiaries were established as limited liability companies under the PRC law, their creditors do not have recourse to the general credit of Kutianxia for the liabilities of the VIEs and VIEs’ subsidiaries, and Kutianxia does not have the obligation to assume the liabilities of the VIEs and VIEs’ subsidiaries. The Company is a Cayman Islands holding company with no equity ownership in its VIEs and the Company conduct its operations in China primarily through its PRC subsidiaries, its VIEs and their subsidiaries. The Company has maintained contractual arrangements with its VIEs. Investors in its Class A ordinary shares or the ADSs thus are not purchasing equity interest in its VIEs in China but instead are purchasing equity interest in a Cayman Islands holding company. If the PRC government deems that the Company’s contractual arrangements with its VIEs do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change or are interpreted differently in the future, the Company could be subject to severe penalties or be forced to relinquish its interests in those operations. The Company may not be able to repay the notes and other indebtedness, and its shares may decline in value or become worthless, if the Company is unable to assert its contractual control rights over the assets of its VIEs, which contribute to 91.7%, 86.3% and 85.0% of its revenues in 2019, 2020 and 2021, respectively. Its holding company in the Cayman Islands, its VIEs, and investors of the Company face uncertainty about potential future actions by the PRC government that could affect the enforceability of the contractual arrangements with its VIEs and, consequently, significantly affect the financial performance of its VIEs and the Company as a whole. 1. Description of Business and Organization (Continued) The Group has determined that the VIE agreements are in compliance with PRC laws and are legally enforceable. However, uncertainties in the PRC legal system could limit the Group’s ability to enforce the VIE Agreements; and if the shareholders of the VIEs were to reduce their interest in the Group, their interests may diverge from that of the Group and that may potentially increase the risk that they would seek to act contrary to the contractual terms. The Group’s ability to control the VIEs and the VIEs’ subsidiaries also depends on the rights provided to Kutianxia under the Powers of Attorney to vote on all matters requiring shareholders’ approval in the respective VIEs. As noted above, the Group believes these Powers of Attorney are legally enforceable but yet they may not be as effective as direct equity ownership. In addition, if the corporate structure of the Group or the contractual arrangements between Kutianxia, the VIEs and their respective shareholders were found to be in violation of any existing PRC laws and regulations, the relevant PRC regulatory authorities could: ● revoke the Group’s business and operating licenses; ● require the Group to discontinue or restrict its operations; ● restrict the Group’s right to collect revenues; ● block the Group’s websites; ● require the Group to restructure the operations, re-apply for the necessary licenses or relocate its businesses, staff and assets; ● impose additional conditions or requirements with which the Group may not be able to comply; or ● take other regulatory or enforcement actions against the Group that could be harmful to the Group’s business. The imposition of any of the above restrictions or actions may result in a material and adverse effect on the Group’s ability to conduct its business. In addition, if the imposition of any of these restrictions causes the Group to lose the right to direct the activities of the VIEs and the VIEs’ subsidiaries or the right to receive their economic benefits, the Group would no longer be able to consolidate the VIEs and the VIEs’ subsidiaries. The Group believes the likelihood to lose the Group’s current ownership structure or the contractual arrangements with the VIEs and the VIEs’ subsidiaries is remote based on the current facts and circumstances. The equity interests of VIEs are legally held by Mr. Richard Rixue Li and Ms. Zhaohui Huang as nominee equity holders on behalf of the Group. Mr. Richard Rixue Li is also director of the Group. Mr. Richard Rixue Li and Ms. Zhaohui Huang each holds 82.0% and 0.2% of the total voting rights of the Company as of December 31, 2021, respectively, assuming the exercise of all outstanding options held by Mr. Richard Rixue Li and Ms. Zhaohui Huang as of such date. The Group cannot assure that when conflicts of interest arise, either of the nominee equity holders will act in the best interests of the Group or such conflicts will be resolved in the Group’s favor. Currently, the Group does not have any arrangements to address potential conflicts of interest between the nominee equity holders and the Group, except that Kutianxia could exercise the purchase option under the exclusive option agreement with the nominee equity holders to request them to transfer all of their equity ownership in VIEs to a PRC entity or individual designated by the Group. The Group relies on the nominee equity holders, who are both the Group’s directors and who owe a fiduciary duty to the Group, to comply with the terms and conditions of the contractual arrangements. Such fiduciary duty requires directors to act in good faith and in the best interests of the Group and not to use their positions for personal gains. If the Company cannot resolve any conflict of interest or dispute between the Group and the nominee equity holders of VIEs, the Group would have to rely on legal proceedings, which could result in disruption of the Group’s business and subject the Group to substantial uncertainty as to the outcome of any such legal proceedings. There is no VIE in which the Group has a variable interest but is not the primary beneficiary. Currently there is no contractual arrangement that could require the Group to provide additional financial support to the VIEs. 1. Description of Business and Organization (Continued ) The following consolidated assets and liabilities information of the Group’s VIEs and VIEs’ subsidiaries as of December 31, 2020 and 2021, and consolidated operating results and cash flows information for the years ended December 31, 2019, 2020 and 2021, have been included in the accompanying consolidated financial statements. All intercompany transactions and balances with the Company and its subsidiaries have been eliminated upon consolidation. As of December 31, 2020 2021 RMB RMB Cash and cash equivalents 604,154 152,871 Restricted cash 1,002 14,211 Accounts receivable, net 97,209 6,467 Inventories 3,207,836 2,938,953 Advances to suppliers 312,907 291,892 Prepayments and other current assets 432,970 568,375 Total current assets 4,656,078 3,972,769 Property and equipment, net 50,650 25,269 Restricted cash 3,846 597 Investments in equity investees 16,556 12,538 Deferred tax assets 57,102 222,545 Goodwill 807 807 Operating lease right-of-use assets 102,188 19,284 Other non-current assets 8,600 1,506 Total non-current assets 239,749 282,546 Total assets 4,895,827 4,255,315 Short-term borrowings and current portion of long-term borrowings 191,289 32,941 Accounts payable 174,583 239,404 Amount due to intercompany 3,272,486 3,555,674 Amount due to related parties 62 — Advances from customers 55,002 183,858 Income tax payable 66,813 32,561 Accrued expenses and other current liabilities 623,632 523,599 Deferred revenue 221,595 20,186 Operating lease liabilities 36,919 12,558 Total current liabilities 4,642,381 4,600,781 Operating lease liabilities 69,006 7,539 Total non-current liabilities 69,006 7,539 Total liabilities 4,711,387 4,608,320 For the Year Ended December 31, 2019 2020 2021 RMB RMB RMB Total revenues 6,277,535 5,195,430 2,662,614 Net income (loss) 182,443 (50,327) (525,174) Net cash provided by (used in) operating activities 290,615 (900,928) (29,233) Net cash used in investing activities (51,679) (39) (5,582) Net cash provided by (used in) financing activities 54,452 670,256 (406,518) Effect of exchange rate changes on Cash, cash equivalents and restricted cash — — 10 Net increase (decrease) in cash, cash equivalents and restricted cash 293,388 (230,711) (441,323) Cash, cash equivalents and restricted cash at the beginning of the year 546,325 839,713 609,002 Cash, cash equivalents and restricted cash at the end of the year 839,713 609,002 167,679 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies (a) Basis of Presentation The consolidated financial statements of the Group have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). (b) Principles of Consolidation The consolidated financial statements include the financial statements of the Company, its subsidiaries, the VIEs and the VIEs’ subsidiaries for which the Company or its subsidiary is the primary beneficiary. Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors (the “Board”), or to cast a majority of votes at the meeting of directors. A VIE is an entity in which the Company, or its subsidiary, through contractual arrangements, exercises effective control over the activities that most impact the economic performance, bears the risks of, and enjoys the rewards normally associated with ownership of the entity, and therefore the Company or its subsidiary is the primary beneficiary of the entity. All intercompany transactions and balances among the Company, its subsidiaries, the VIEs and the VIEs’ subsidiaries have been eliminated upon consolidation. (c) Liquidity The Group experienced net loss of RMB87,417 and RMB565,732 for the years ended December 31, 2020 and 2021, respectively, and negative cash flows from operating activities of approximately RMB244,322, RMB901,888 and RMB381,461 for the years ended December 31, 2019, 2020 and 2021, respectively. The major source of liquidity to support the Group’s operating cash outflow is from cash flow providing by financing activities, which were cash inflow of RMB54,354 and RMB705,483 for the years ended December 31, 2019 and 2020, respectively, and RMB158,410 cash outflow for the year ended December 31, 2021. As of December 31, 2021, the Group had cash position of RMB170,916, working capital of RMB2,792,897, and accumulated deficit of RMB1,772,189. On August 8, 2021, the Company’s US$175,000 convertible note matured without any redemption, repurchase or conversion. These adverse conditions indicate that there is substantial doubt about the Company’s ability to continue as a going concern. On March 4, 2022, the Company and Great World entered into a refinancing agreement. Pursuant to the refinancing agreement, the Company and Great World have agreed to refinance the convertible note. On April 19, 2022, the Company issued the New Note to Great World to replace the convertible note (see Note 13). Based on cash flows projection from operating and financing activities and existing balance of cash and cash equivalents, and the refinancing arrangement for the convertible note, management is of the opinion that the Group has sufficient funds for sustainable operations and it will be able to meet its payment obligations from operations and debt related commitments for the next twelve months from the issuance of the consolidated financial statements. If the Group encounter unforeseen circumstances that place constraints on its capital resources, management will be required to take various measures to conserve liquidity, which could include, but not necessarily be limited to, initiating additional public offerings, curtailing the Group’s business development activities, suspending the pursuit of its business plan, obtaining credit facilities, controlling overhead expenses and seeking to further dispose of non-core assets. Management cannot provide any assurance that the Group will raise additional capital if needed. Based on the above considerations, the accompanying financial statements have been prepared in accordance with U.S. GAAP, on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of asset and amounts and classification of liabilities that may be necessary should the Group be unable to continue as a going concern. 2. Summary of Significant Accounting Policies (Continued) (d) Use of Estimates The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities at the balance sheet date, and the reported revenues and expenses during the reported period in the consolidated financial statements and accompanying notes. Significant accounting estimates include, but not limited to, the standalone selling prices of performance obligations of revenue contracts, sales returns, the allowance for credit losses of accounts receivable and prepayment and other current assets, fair values of put option, fair value of observable transaction for equity investment without readily determinable fair value, noncontrolling interests with respect to business combinations, share-based compensation, convertible note and warrant, useful life of long-lived assets, recoverability of the carrying value of goodwill, purchase price allocations, inventory write-downs for excess and obsolete inventories, realization of deferred tax assets, and forfeiture rates for share options granted. Actual results may differ materially from those estimates. (e) Foreign Currency The Group’s reporting currency is Renminbi (“RMB”). The functional currency of the Company and its subsidiaries incorporated in United States of America is the United States dollars (“US$”). The functional currencies of the Company’s subsidiaries incorporated in Hong Kong Special Administrative Region (“HK” or “Hong Kong”), Italy, Japan and Malaysia are the Hong Kong dollars, the Euro dollars, the Japanese Yen and the Ringgit Malaysia, respectively. The functional currency of the Company’s PRC subsidiaries, VIEs and VIEs’ subsidiaries is the RMB. Transactions denominated in currencies other than the functional currency are remeasured into the functional currency at the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in a foreign currency are remeasured into the functional currency using the applicable exchange rate at the balance sheet date. The resulting exchange differences are recorded as foreign currency exchange gains (losses) in the consolidated statements of comprehensive income (loss). The financial statements of the non-PRC Group’s entities are translated from the functional currency into RMB. Assets and liabilities are translated into RMB using the applicable exchange rates at the balance sheet date. Equity accounts other than earnings generated in the current periods are translated into RMB using the appropriate historical rates. Revenues, expenses, gains and losses are translated into RMB using the average exchange rates for the relevant period. The resulting foreign currency translation adjustments are recorded as a component of other comprehensive income or loss in the consolidated statements of comprehensive income (loss), and the accumulated foreign currency translation adjustments are recorded as a component of accumulated other comprehensive income (loss) in the consolidated statements of shareholders’ equity. (f) Convenience Translation Translations of the consolidated financial statements from RMB into US$ as of and for the year ended December 31, 2021 are solely for the convenience of the readers and were calculated at the rate of US$1.00=RMB6.3726, representing the noon buying rate in The City of New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York on December 30, 2021. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on December 30, 2021, or at any other rate. The US$ convenience translation is not required under U.S. GAAP and all US$ convenience translation amounts in the accompanying consolidated financial statements are unaudited. 2. Summary of Significant Accounting Policies (Continued) (g) Fair Value Fair value represents the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. Accounting guidance defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Accounting guidance establishes a three-level fair value hierarchy and requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs are: Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2—Include other inputs that are directly or indirectly observable in the marketplace. Level 3—Unobservable inputs which are supported by little or no market activity. Accounting guidance also describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset. Short-term financial assets and liabilities of the Group primarily consist of cash and cash equivalents, restricted cash, investment securities, put option (included in prepayments and other current assets), accounts receivable, net, amounts due from related parties, Short-term borrowings and current portion of long-term borrowings, accounts payable, contingent considerations (included in accrued expenses and other current liabilities), and amounts due to related parties. The Group measures investment securities and contingent considerations at fair value on a recurring basis. Investment securities were measured at fair value using observable inputs.Contingent considerations were measured at fair value using unobservable inputs. As of December 31, 2020 and 2021, the carrying amounts of other financial instruments approximated to their fair values due to the short-term maturity of these instruments. Long-term financial asset of the Group is restricted cash recognized in non-current assets. As of December 31, 2020 and 2021, the carrying values of restricted cash recognized in non-current assets approximated to their fair values as the interest rates approximate the rates in the market. Long-term financial liabilities of the Group are long-term loans, convertible note and contingent considerations (included in long-term liabilities). As of December 31, 2020 and 2021, the carrying values of long-term loans approximated to their fair values as the interest rates of the Group’s long-term loans approximate the rates currently offered by the banks for similar loans. The convertible note was initially recognized based on the relative fair value of the convertible note and warrant and subsequently measured at amortized cost using effective interest rate. The estimated fair values of the convertible note based on a market approach were approximately US$199,604 (equivalent to RMB1,302,416) and nil as of December 31,2020 and 2021, respectively, and represents a Level 3 valuation in accordance with ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”). When determining the estimated fair value of the convertible note, the Company used a commonly accepted valuation methodology and market-based risk measurements that are indirectly observable, such as credit risk. The fair value of the bifurcated derivative from convertible note was nil as of December 31, 2020 and 2021. 2. Summary of Significant Accounting Policies (Continued) (h) Business Combination and Non-redeemable Non-controlling Interests The Group accounts for its business combinations using the acquisition method of accounting in accordance with ASC 805, Business Combinations. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date, irrespective of the extent of any noncontrolling interests. The excess of (i) the total costs of acquisition, fair value of the noncontrolling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. During the measurement period, which can be up to one year from the acquisition date, the Group may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded as gain or loss on the consolidated statements of operations and comprehensive loss. For the Company’s majority-owned subsidiaries and consolidated VIEs, non-redeemable non-controlling interests are recognized to reflect the portion of the equity which is not attributable, directly or indirectly, to the Group as the controlling shareholder. Non-redeemable non-controlling interests acquired through a business combination are recognized at fair value at the acquisition date, which is estimated with reference to the purchase price per share as of the acquisition date. (i) Investments The Group’s investments consist of investment securities and investments in equity investees. Investment securities The Company’s investment securities represent equity securities traded publicly in the open market, which are measured at fair value with changes recorded in changes in fair value of financial instruments in the consolidated statements of comprehensive income (loss). Investment in equity investees Investment in equity investees represents the Group’s investments in privately held companies, which includes equity investments without readily determinable fair value and equity method investments. Management regularly evaluates the impairment of these investments based on performance and financial position of the investee as well as other evidence of market value. Such evaluation includes, but is not limited to, reviewing the investee’s cash position, recent financing, projected and historical financial performance, cash flow forecasts and financing needs. An impairment loss is recognized in earnings equal to the excess of the investment’s cost over its fair value at the balance sheet date of the reporting period for which the assessment is made. The fair value would then become the new cost basis of investment. 2. Summary of Significant Accounting Policies (Continued) Investments in entities in which the Group can exercise significant influence but does not own a majority equity interest or control are accounted for using the equity method of accounting in accordance with ASC Topic 323 (“ASC 323”), “Investments-Equity Method and Joint Ventures”. Under the equity method, the Group initially records its investment at cost and the difference between the cost of the equity investee and the fair value of the underlying equity in the net assets of the equity investee is recognized as equity method goodwill, which is included in the equity method investment on the consolidated balance sheets. The Group subsequently adjusts the carrying amount of the investment to recognize the Group’s proportionate share of each equity investee’s net income or loss into earnings after the date of investment. The Group will discontinue applying the equity method if an investment (and additional financial supports to the investee, if any) has been reduced to zero. Under the conditions that the Group is not required to advance additional funds to an investee and the equity-method investment in ordinary shares is reduced to zero, if further investments are made that have a higher liquidation preference than ordinary shares, the Group would recognize the loss based on its percentage of the investment with the same liquidation preference, and the loss would be applied to those investments of a lower liquidation preference first before being further applied to the investments of a higher liquidation preference. The Group evaluates the equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable. Factors considered by the Group when determining whether an investment has been otherthantemporarilyimpaired, includes, but not limited to, the length of the time and the extent to which the market value has been less than cost, the financial performance and nearterm prospect of the investee, and the Group’s intent and ability to retain the investment until the recovery of its cost. An impairment loss on the equity method investments is recognized in earnings when the decline in value is determined to be other-than-temporary. According to the above testing, no impairment losses for investments in equity investees were recognized during the years of 2019, and 2020. Impairment loss of RMB 26,275 for investments in equity investees were recognized during the year of 2021. (j) Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand, cash at bank and time deposits, which have original maturities of three months or less and are readily convertible to known amounts of cash. (k) Time Deposits Time deposits represent deposits at banks with original maturities of more than three months but less than one year. (l) Restricted Cash Restricted cash primarily represents cash deposited with a bank in conjunction with a borrowing from the bank, restricted in relation to legal proceedings, and deposits for maintain the travel agency license. Restriction on the use of such cash and the interest earned thereon is imposed by the bank and remains effective throughout the term of the bank borrowing or payables. The cash restricted for use longer than one year is classified as non-current assets in the consolidated balance sheets. (m) Adoption of ASU 2016-13 In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016-13, Measurement of Credit Losses on Financial Instruments, which replaces the incurred loss impairment guidance in legacy GAAP and establishes a single allowance framework for financial assets carried at amortized cost with a methodology that requires consideration of a broader range of information to estimate credit losses. The Group adopted ASU 2016-13 on January 1, 2020, using a modified retrospective transition method. Based on upon Group’s assessment of various factors, including historical experience and the expectation of future economic conditions, upon adoption of the new standard on January 1, 2020, the Company recorded an increase in the opening balance of accumulated losses of RMB7,742. 2. Summary of Significant Accounting Policies (Continued ) The Group maintains an allowance for credit losses for accounts receivable and prepayments and other current assets, which is recorded as an offset to accounts receivable and prepayments and other current assets, and the estimated credit losses charged to the allowance is classified as “General and administrative” in the consolidated statements of comprehensive income (loss). When similar risk characteristics exist, the Group assesses collectability and measure expected credit losses on a collective basis for a pool of assets, whereas if similar risk characteristics do not exist, the Group assesses collectability and measures expected credit losses on an individual asset basis. In determining the amount of the allowance for credit losses, the Group considers historic collection experience, the age of the accounts receivable and contract assets balances, credit quality of the Group’s customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the customer’s ability to pay. (n) Accounts Receivable Accounts receivable mainly represent amounts due from customers and installment payment by end customers with payment period within one year. Accounts receivable are recorded net of an allowance for doubtful accounts, if any. Prior to January 1, 2020, the Group considers many factors in assessing the collectability of its accounts receivable, such as the age of the amounts due, the payment history, credit-worthiness and the financial condition of the debtor. An allowance for doubtful accounts is recorded in the period in which a loss is determined to be probable. The Group also makes a specific allowance if there is strong evidence indicating that an account receivable is likely to be unrecoverable. Accounts receivable are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. RMB7,598 allowance for account receivable was provided as of December 31, 2019. RMB9,018 and RMB15,606 provision for credit loss were provided as of December 31, 2020 and 2021, respectively. Starting from January 1, 2020, accounts receivables are recognized and carried at the original invoiced amount less an allowance for credit losses. An estimate for the allowance for credit losses is discussed above (“Adoption of ASU 2016-13”). The receivable balances are written off when they are deemed uncollectible. (o) Transfer of financial assets Transfers are accounted for as sale and corresponding transferred accounts receivable are de-recognized in the consolidated balance sheets pursuant to ASC Topic 860, Transfers and Servicing (“ASC 860”), only if they meet all of the three criteria: (i) the transferred financial assets have been isolated from the transferor and its creditor, (ii) each transferee has the rights to pledge or exchange the transferred assets, or the transferor has no continuing involvement with the transferred financial assets, and (iii) the transferor does not maintain effective control over the transferred financial assets or third-party beneficial interests related to those transferred assets. Otherwise, the transfer of the assets will be accounted for as a financing type transaction if the conditions in ASC 860-10-40-5 were not met. Beginning August 2019, the Group entered into periodically arrangements with one third-party non-financial institution to transfer the Group’s accounts receivables arising from consumer financing. The transfers of accounts receivables meet the criteria as defined in the ASC 860 and therefore are derecognized in the consolidated balance sheet. In 2019, RMB 87,160 consumer accounts receivables financial assets were derecognized through the sales type arrangements. Proceeds from the derecognition were RMB 87,160 . The investor has no recourse to the Group if the underlying consumers fail to pay amounts contractually on due. No such transaction was recognized in 2020 and 2021. (p) Inventories Inventories, consisting of products available for sale, are stated at the lower of cost or net realizable value. The cost of inventory is determined using the identified cost of the specific item. Inventory is written down for damaged goods and slow-moving merchandise, which is dependent upon factors such as historical and forecasted consumer demand, and the sales promotion. Write downs are recorded in cost of revenues in the consolidated statements of comprehensive income (loss). Inventory write-downs of RMB64,245 and RMB469,644 were recognized in the years of 2020 and 2021, respectively. 2. Summary of Significant Accounting Policies (Continued ) (q) Property and Equipment, net Property and equipment, net are stated at cost less accumulated depreciation and impairment. Property and equipment are depreciated at rates sufficient to write off their costs less impairment and residual value (estimated at 5% of cost) over their estimated useful lives on a straight-line basis. Leasehold improvements are depreciated on a straight-line basis over the period of the lease or their estimated useful lives, if shorter. The estimated useful lives are as follows: Category Estimated useful lives Electronic equipment 3 - 5 years Software 10 years Transportation equipment 4 years Office equipment 3 - 5 years Leasehold improvements Shorter of 5 years or lease term Expenditures for repairs and maintenance are expensed as incurred, whereas the costs of renewals and betterment that extend the useful lives of property and equipment are capitalized as additions to the related assets. Retirements, sales and disposals of assets are recorded by removing the costs, accumulated depreciation and impairment with any resulting gain or loss recognized in the consolidated statements of comprehensive income (loss). (r) Goodwill Goodwill represents the excess of the purchase consideration over the acquisition date amounts of the identifiable tangible and intangible assets acquired and liabilities assumed from the acquired entity in a business combination. Goodwill is not amortized but is tested for impairment on December 31 annually, or more frequently if events or changes in circumstances indicate that it might be impaired. The Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. In the qualitative assessment, the Company considers factors such as macroeconomic conditions, industry and market considerations, overall financial performance of the reporting unit, and other specific information related to the operations, business plans and strategies of the reporting unit, including consideration of the impact of the COVID-19 pandemic. Based on the qualitative assessment, if it is more likely than not that the fair value of a reporting unit is less than the carrying amount, the quantitative impairment test is performed. Otherwise, no further testing is required. On January 1, 2020, the Group adopted ASU No. 2017-04, Simplifying the Test for Goodwill Impairment to simplify the test for goodwill impairment by removing Step 2, which was issued by the FASB in January 2017. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, versus determining an implied fair value in Step 2 to measure the impairment loss. Management evaluated the recoverability of goodwill by performing a qualitative assessment before using a two-step impairment test approach at the reporting unit level. Based on an assessment of the qualitative factors, management determined that it is more-likely-than-not that the fair value of each reporting unit is in excess of its carrying amount as of December 31, 2021. Therefore, no impairment loss was recorded for the year ended December 31, 2019, 2020 and 2021. (s) Impairment of Long-lived Assets other than goodwill Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be fully recoverable or that the useful life is shorter than the Group had originally estimated. When these events occur, the Group evaluates the impairment for the long-lived assets by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Group recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. No impairment of long-lived assets was recognized for the years ended December 31, 2019, 2020 and 2021. 2. Summary of Significant Accounting Policies (Continued ) (t) Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases, which specifies the accounting for leases. Earlier application is permitted for all entities as of February 25, 2016, the issuance date of the final standard. The Group adopted ASC 842 on January 1, 2019, along with all subsequent ASU clarifications and improvements that are applicable to the Group, to each lease that existed in the years presented in the financial statements, using the modified retrospective transition method and used the commencement date of the leases as the date of initial application. Consequently, financial information and the disclosures required under ASC 842 are provided for dates and years presented in the financial statements. The Group has applied the practical expedient to not recognize short-term leases with lease terms of one year or less.The Group categorizes leases with contractual terms longer than twelve months as either operating or finance lease. However, the Group has no finance leases for any of the periods presented. The Group determines if an arrangement is a lease or contains a lease at lease inception. For operating leases, the Group recognizes a right-of-use asset and a lease liability based on the present value of the lease payments over the lease term, reduced by lease incentives received, plus any initial direct costs, using the discount rate for the lease at the commencement date. Variable lease payments not dependent on an index or rate are excluded from the ROU asset and lease liability calculations and are recognized in expense in the period which the obligation for those payments is incurred. As the rate implicit in the Group’s lease is not typically readily available, the Group uses an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. This incremental borrowing rate reflects the fixed rate at which the Group could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. The Group’s lease terms may include options to extend or terminate the lease. Such options are accounted for only when it is reasonably certain that the Group will exercise the options. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Group accounts for lease and non-lease components separately. (u) Value Added Taxes The Company’s PRC subsidiaries are subject to value added tax (“VAT”). Revenue from sales of second-hand merchandise purchased from individual vendors is subject to VAT at the concession rate of 2% or 3% depending on the sales term. Revenue from sales of new brand merchandise purchased from entities is generally subject to VAT at the rate of 17% prior to May 1, 2018, 16% from May 1, 2018 to March 31, 2019 and 13% since April 1, 2019. Service revenue is subject to VAT at the rate of 6%. The VAT payable is recorded in Accrued expenses and other current liabilities in the consolidated balance sheets. (v) Revenue Revenues are generated primarily from merchandise sales, marketplace services and other services. The Group adopted ASC 606 — “Revenue from Contracts with Customers” for all years presented.Under ASC 606, the Company recognizes revenues upon the satisfaction of its performance obligation (upon transfer of control of promised goods or services to customers) in an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those goods or services, excluding amounts collected on behalf of third parties. To achieve that core principle, the Group applies the five steps defined under Topic 606: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in t |
Concentration and Risk
Concentration and Risk | 12 Months Ended |
Dec. 31, 2021 | |
Concentration and Risk | |
Concentration and Risk | 3. Concentration and Risk Concentration of customers and suppliers There are no customers or suppliers from whom revenue or purchases individually represent greater than 10% of the total revenues or the total purchases of the Group for the years ended December 31, 2019, 2020 and 2021. Concentration of credit risk Assets that potentially subject the Group to significant concentrations of credit risk primarily consist of cash and cash equivalents, restricted cash and accounts receivable. As of December 31, 2021, substantial all of the Group’s cash, cash equivalents and restricted cash were held by reputable financial institutions, of which RMB168,492 (as of December 31,2020: RMB700,530) were located in the PRC and RMB2,292 (as of December 31,2020: RMB21,593) were located in Hong Kong which management believes are of high credit quality and financially sound based on public available information. Currency risk The Group’s operational transactions and its assets and liabilities are primarily denominated in RMB, which is not freely convertible into foreign currencies. The Group’s cash and cash equivalents denominated in RMB are subject to such government controls and amounted to RMB612,888 and RMB168,163 as of December 31, 2020 and 2021, respectively. The value of the RMB is subject to changes in the central government policies and international economic and political developments that affect the supply and demand of RMB in the foreign exchange market. In the PRC, certain foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China (the “PBOC”). Remittances from China in currencies other than RMB by the Group must be processed through the PBOC or other China foreign exchange regulatory bodies which require certain supporting documentation in order to effect the remittance. Interest rate risk The Group’s short-term borrowings and current portion of long-term borrowings and long-term borrowing bear interests at fixed rates. If the Group were to renew these loans, the Group might be subject to interest rate risk. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurement | |
Fair Value Measurement | 4. Fair Value Measurement Fair value is the price that would be received from the sale of an asset or paid to transfer a liability assuming an orderly transaction in the most advantageous market at the measurement date. U.S. GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of observability of inputs used in measuring fair value. Assets and Liabilities Measured at Fair Value on a Recurring Basis As of December 31, 2020 and 2021, no assets and liabilities measured at fair value on a recurring basis. Put option and contingent consideration were measured at fair value using unobservable inputs and categorized in Level 3 of the fair value hierarchy. The put option represents the put option granted by the selling shareholder of Sasseur, a Singapore listed company associated with the Company’s investment in the equity security of the Singapore listed company in 2018. The fair value of the financial instrument is included in the prepayments and other current assets in the Company’s consolidated balance sheets. Pursuant to the put option agreement, the Company has the right to request the grantor to repurchase all of the Company’s equity investments of this Singapore listed company (see Note 6) at the original purchase price, plus annualized interest of 7.5%. The put option is measured at fair value. On April 17, 2019, the Company exercised the put option and the realized gain was RMB633 in 2019. The contingent consideration liabilities for the acquisition of Wang Pok Timepieces Limited (“Wang Pok”) and E-GO FASHION (Hong Kong) (“E-GO”) (see Note 5) are classified within Level 3 as the fair values are measured based on the inputs linked to the achievement of the performance targets that are unobservable in the market. The following table provides additional information about the reconciliation of the fair value measurements of assets and liabilities using significant unobservable inputs (level 3). Contingent Put option consideration Balance as of January 1, 2019 7,898 (15,869) Initial recognition — (697) Payment during the year — 1,344 Total gains/(losses) for the period included in earnings 633 (2,510) Exercised during the year (8,531) — Foreign currency translation — 28 Balance as of December 31, 2019 — (17,704) Payment during the year — 4,043 Total gain for the period included in earnings — 938 Waived on disposal of subsidiaries (Note 17) — 12,445 Foreign currency translation — 278 Balance as of December 31, 2020 and 2021 — — The put option was valued as of December 31, 2018 using the Black-Scholes pricing model at the reporting date. The calculation was based on the exercise price, annual risk- free rate of 5.25%, dividend yield of 0% and volatility of 41.0%. Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis The Company measures its property and equipment, intangible assets, goodwill and investment in equity investees at fair value on a non-recurring basis whenever events or changes in circumstances indicate that the carrying value may no longer be recoverable. No such impairment was recognized for the years ended December 31, 2019, 2020 and 2021. |
Business Acquisition
Business Acquisition | 12 Months Ended |
Dec. 31, 2021 | |
Business Acquisition | |
Business Acquisition | 5. Business Acquisition In October 2018, The Company entered into a share purchase agreement to acquire 51% equity interest of Wang Pok Timepieces Limited (“Wang Pok”). The total consideration is HKD25,500 (equivalent to RMB22,636). Wang Pok engages in trading of watches and accessories. The consideration will be payable by the installments as: (i) first payment totaling HKD2,550 (equivalent to RMB2,264) upon the closing of acquisition; (ii) 3-year installments up to HKD22,950 (equivalent to RMB20,372), which are subject to achievement of future financial performance targets of the Wang Pok indicated in the share purchase agreement. As of acquisition date, the total fair value of the considerations for this acquisition amounted to RMB18,238, of which RMB2,264 was paid in 2018. The Company paid RMB1,344 and RMB4,043 acquisition cost in 2019 and 2020, respectively. On October 01, 2020, the Company sold 51% equity interest of Wang Pok back to the minority shareholder with nil cash consideration. Concurrently, the contingent consideration has been waived at the disposal date (Note 17). In March 2019, the Company acquired 51% equity interest of E-GO FASHION (Hong Kong) (“E-GO”), which was engaged in luxury wholesales and supply chain. The total maximum consideration is HKD18,889 (equivalent to RMB16,099). The consideration will be payable by the installments as: (i) first payment totaling HKD2,365 (equivalent to RMB2,016) upon the closing of acquisition; (ii) 3-year installments up to HKD16,524 (equivalent to RMB14,083), which are subject to achievement of future financial performance targets of E-GO indicated in the share purchase agreement. As of acquisition date, the total fair value of the considerations for this acquisition amounted to HKD3,183 (equivalent to RMB2,713), of which HKD2,365 (equivalent to RMB2,016) were paid in 2018. On July 01, 2020, the Company sold 51% equity interest of E-GO back to the minority shareholder with cash consideration as HKD2,346 (equivalent to RMB2,143). Concurrently, the contingent consideration has been waived at the disposal date (Note 17). All the acquisitions were using the acquisition method of accounting. Accordingly, the acquired assets and liabilities acquired were recorded at their fair value at the date of acquisition. The purchase price allocation was based on a valuation analysis that utilized and considered generally accepted valuation methodologies such as the income, market and cost approach. The Group engaged a third-party valuation firm to assist with the valuation of assets acquired and liabilities assumed in this business combination. The determination and allocation of fair values to the identifiable assets acquired, liabilities assumed and non-controlling interests is based on various assumptions and valuation methodologies requiring considerable judgment from management. The most significant variables in these valuations are discount rates, terminal values, the number of years on which to base the cash flow projections, as well as the assumptions and estimates used to determine the cash inflows and outflows. The Company determine discount rates to be used based on the risk inherent in the related activity’s current business model and industry comparisons. Terminal values are based on the expected life of assets, forecasted life cycle and forecasted cash flows over that period. Subsequent to the date of the Wang Pok and E-GO acquisition, the Company re-measured the estimated fair values of the contingent consideration at each reporting date. For the years ended December 31, 2019, 2020 and 2021, the Company recorded loss of RMB 2,510 , gain of RMB 938 and nil respectively in fair value change of financial instruments in the Company’s consolidated statements of comprehensive income (loss) as a result of the Company’s re-measurement of the estimated fair value of the contingent consideration at the reporting date. The excess of the total cash consideration, fair value of contingent consideration plus the fair value of non-controlling interest over the fair value of the net identifiable assets acquired was recorded as goodwill which is not amortized and not tax deductible. The Group recorded RMB 20,413 and RMB 2,825 of goodwill from Wang Pok and E-GO business acquisitions, respectively. Goodwill resulted from the above acquisitions was assigned to one single reporting unit. The goodwill has been waived at the disposal date. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2021 | |
Investments | |
Investments | 6. Investments Investment securities In March 2018, the Company subscribed for 8,000,000 of the ordinary shares of Sasseur and a put option (See Note 4) for a total consideration of approximately USD 5,000 (equivalent to RMB 31,393 ) upon its initial public offering. The related unrealized loss recognized in 2018 was RMB 511 and was included in change in fair value of financial instruments in the consolidated statements of comprehensive income (loss). In March 2019, the Company sold all shares of the Singapore listed company and realized gain of RMB 231 was recognized in 2019. In August 2019, the Company invested in 9F Inc. with a total consideration of USD 333 (equivalent to RMB 2,375 ). As of December 31, 2019, the accumulated unrealized loss related to the investment in 9F Inc. was RMB 57 and was included in change in fair value of financial instruments in the consolidated statements of comprehensive income (loss) . In December 2020, the Company sold the investment in 9F Inc and realized loss of RMB 132 and was included in “Others” in the consolidated statements of comprehensive income (loss) for the year ended December 31, 2020. Investments in equity investees Equity Method Investments The Group has significant influence over these equity investments but does not own a majority equity interest or otherwise control and therefore accounted for these investments under equity method. As of December 31, 2020 and 2021, the Group’s investments accounted for under the equity method totaled RMB5,057 and RMB2,187, respectively. For the year end December 31, 2021, the Group recognized its share of loss of equity method investments in the amount of RMB70 (2019 and 2020: share of loss of RMB762 and RMB119, respectively). No impairment was recorded for the years ended December 31, 2019, 2020 and 2021. On April 26, 2019, the Company acquired 20% equity interest in Zhongfu for a cash consideration of RMB12,000. Investment in Zhongfu is accounted for using the equity method as the Group obtained significant influence by the right to nominate one board member out of five. In January 2020, the Group disposed 20% of its investment for cash consideration of RMB12,000. As the carrying amount of the investment was reduced to RMB10,921 from subsequent recognition of the Group’s share Zhongfu’s losses, the Group recognized a gain on disposal of RMB1,079 in “Others” in the consolidated statement of comprehensive income (loss) for the year ended December 31, 2020. Equity securities without readily determinable fair values The Group does not have significant influence over these equity investments which do not have readily determinable market value. These investments were accounted as cost method investments prior to adopting ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Liabilities Investment in Spring Place One, Ltd. (“Spring Place”) In January 2019, the Group entered into an agreement with Spring Place to acquire 44,115 common stock, which represented 1.37% equity interest of the investee, in exchange for a cash consideration of USD2,500 (equivalent to RMB17,187). The investment was classified as equity securities without readily determinable fair values. There is no orderly transaction for an identical or a similar investment in Spring Place for the year ended December 31, 2020 and 2021. As of December 31, 2020 and 2021, the carrying amount of investment in Spring Place was RMB16,312 and RMB15,940, respectively. No impairment on the investment was recognized for the year ended December 31, 2019, 2020 and 2021. 6. Investments (Continued) Investment in Yichun Guangyao Technology Co., Ltd. (“Guangyao”) In April 2018, the Group entered into an agreement to set up an entity, Guangyao, which is incorporated in PRC. The Group was entitled to 19% of the outstanding ordinary shares of Guangyao, for a total consideration was RMB9,500. The consideration was paid to Guangyao in 2019. The investment was classified as equity securities without readily determinable fair values, as the Company does not have significant influence over Guangyao and because there is no readily determinable fair value. There is no orderly transaction for an identical or a similar investment in Guangyao for the year ended December 31, 2019, 2020 and 2021. No impairment on the investment was recognized for the year ended December 31, 2019, 2020 and 2021. Investment in Trytry Global Inc. (“Trytry”) In 2017, the Group entered into a share purchase agreement to acquire 20,000,000 Series Seed preferred shares of Trytry, in exchange for a cash consideration of RMB2,000. The consideration was paid to Trytry in 2019. In November 2018 and July 2019, Trytry entered into two new financing agreements with new investors and the Group. The Group subscribed for 711,462 Series A2 preferred shares issued by Trytry for a cash consideration of USD300 (equivalent to RMB2,093). After the new financing, the Group’s equity shares in Trytry was 14.56%. Since the investments in both Series Seed preferred shares and Series A2 preferred shares are not in-substance common stock and the Group does not have significant influence over Trytry, the investments were accounted as equity securities without readily determinable fair values. The new round of financing provided the observable price for the Group’s investment in Series Seed preferred shares and the Group engaged a third party appraiser to evaluate this investment in Series Seed preferred shares’s carrying amount based on the observable price, and recognized a gain of RMB22,363 from the change in fair value in 2019. In year 2021, the Group fully impaired its investment in Trytry. As of December 31, 2020 and 2021, the carrying amount of investment in Trytry at cost adjusted for observable price changes was RMB26,320 and nil, respectively. |
Accounts Receivable, net
Accounts Receivable, net | 12 Months Ended |
Dec. 31, 2021 | |
Accounts Receivable, net | |
Accounts Receivable, net | 7. Accounts Receivable, net Accounts receivable, net consist of the following: As of December 31, 2020 2021 RMB RMB Accounts receivable 108,246 26,088 Allowance for doubtful accounts (9,018) (15,606) Accounts receivable, net 99,228 10,482 The movement of the allowance for doubtful accounts is as follows: For the year ended December 31, 2019 2020 2021 RMB RMB RMB Balance at the beginning of the year — 7,598 9,018 Charged for the year 7,598 1,420 6,588 Balance at the end of the year 7,598 9,018 15,606 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2021 | |
Inventories | |
Inventories | 8. Inventories As of December 31, 2020 2021 RMB RMB Inventories 3,383,455 3,558,755 Inventory write-downs (93,651) (563,295) Inventories, net 3,289,804 2,995,460 As of December 31, 2020 and 2021, inventories represented products, of which amounting to RMB260,677 and nil, were pledged to a domestic bank for bank loans (see Note 12). As of December 31, 2021, RMB38,461 of inventories were pledged to a third party. |
Prepayments and Other Current A
Prepayments and Other Current Assets | 12 Months Ended |
Dec. 31, 2021 | |
Prepayments and Other Current Assets | |
Prepayments and Other Current Assets | 9. Prepayments and Other Current Assets, net As of December 31, 2020 2021 RMB RMB Receivable from third-party payment platforms 452,927 618,476 Deposits 17,029 62,638 Prepaid expenses 12,796 10,605 Staff advances 2,339 1,773 Receivable from travel agencies 7,898 4,117 Others* 53,815 21,008 Prepayments and Other Current Assets 546,804 718,617 Allowance for doubtful accounts (53,877) (118,201) Prepayments and Other Current Assets, net 492,927 600,416 * Others primarily represent receivable from disposal of a subsidiary, receivable from distributors, deductible input VAT and interest receivable. The movement of the allowance for doubtful accounts is as follows: For the year ended December 31, 2019 2020 2021 RMB RMB RMB Beginning balance prior to ASC 326 — 1,133 — Impact of adoption to ASC 326 — 7,757 — Beginning balance — 8,890 53,877 Additions charged to bad debt expense 1,133 82,167 64,324 Write-offs — (37,180) — * Balance at the end of the year 1,133 53,877 118,201 * Write-offs primarily represent long-aged travel-related receivables, which management believes that it is more likely than not that those receivables will not be collectible in the foreseeable future. |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment, net | |
Property and Equipment, net | 10. Property and Equipment, net As of December 31, 2020 2021 RMB RMB Electronic equipment 52,597 50,954 Software 37,763 38,972 Transportation equipment 4,241 4,237 Office equipment 8,021 7,267 Leasehold improvements 61,938 39,001 Total Property and Equipment 164,560 140,431 Accumulated depreciation (91,533) (99,112) Total Property and Equipment, net 73,027 41,319 No impairment charges were recognized on fixed assets for the years ended December 31, 2019, 2020 and 2021, respectively. Depreciation expenses were RMB23,306 , RMB23,178 and RMB24,500 for the years ended December 31, 2019, 2020 and 2021, respectively. As of December 31, 2020 and 2021, property and equipment amounting to RMB8,090 and nil, respectively, were pledged to a domestic bank for bank loans (see Note 12). |
Other Non-current Assets
Other Non-current Assets | 12 Months Ended |
Dec. 31, 2021 | |
Other Non-current Assets | |
Other Non-current Assets | 11. Other Non-current Assets As of December 31, 2020 2021 RMB RMB Rental and other deposits 8,845 1,678 Prepaid expenses 1,373 528 Prepaid land use right — 6,300 Others 599 — Other Non-current Assets 10,817 8,506 |
Short-term Borrowings and Curre
Short-term Borrowings and Current Portion of Long-term Borrowings | 12 Months Ended |
Dec. 31, 2021 | |
Short-term Borrowings and Current Portion of Long-term Borrowings | |
Short-term Borrowings and Current Portion of Long-term Borrowings | 12. Short-term Borrowings and Current Portion of Long-term Borrowings As of December 31, 2020 2021 RMB RMB Bank loans 146,000 8,441 Other borrowings 29,500 24,500 Current portion of long-term borrowings (Note 13) 15,789 — 191,289 32,941 12. Short-term Borrowings and Current Portion of Long-term Borrowings (Continued) In August 2018, a subsidiary of Company entered into an amendment to the facility agreement with SPD Silicon Valley Bank Co., (“SPD”). Pursuant to the amendment, the facility in the amount of RMB50,000 was with an interest rate of 7.35% per annum and matured in May 2019. In May 2019, the subsidiary repaid RMB50,000 under this facility, and concurrently entered into an amended facility agreement with SPD with maturity in August 2019. In August 2019, the subsidiary repaid RMB50,000 under this facility, and concurrently entered into an amended facility agreement with SPD with maturity in August 2020. In August 2020, the subsidiary repaid RMB50,000 under this facility, and concurrently entered into an amended facility agreement with SPD with maturity in May 2021 with an interest rate of 7.20%. In may 2021,the subsidiary repaid RMB50,000 under this facility. In addition, RMB260,677, RMB260,677 and nil of inventories and RMB11,366, RMB8,090 and nil of equipment were pledged to SPD as collaterals as of December 31, 2019,2020, and 2021,respectively. A guarantee was provided by the Company’s wholly-owned subsidiary in Hong Kong S.A.R. and the Company. Both of the original facility and amended facility agreements contain certain financial covenants. As of December 31, 2020 and 2021, the Group met the financial covenants. As of December 31, 2020 and 2021, the outstanding balances of the short-term under the facilities were RMB50,000 and nil, respectively. During 2019, the subsidiary entered into four agreements with the third-party non-financial institution that permits the subsidiary to borrow short-term borrowings at the interest rate of 10%. The subsidiary received RMB100,000 and RMB118,000 in June 2019 and September 2019, with accounts receivable of RMB84,610 and RMB85,630 pledged to the third party as collaterals, respectively. The subsidiary repaid these borrowings in July 2019 and October 2019, respectively. No balance is outstanding as of December 31, 2019. In December 2019, a subsidiary of the Group entered into a short-term borrowing agreement with a third-party non-financial institution and borrowed RMB29,500 with an interest rate of 9.5% per annum, a maturing term of six months. During 2020, the subsidiary repaid RMB15,000 under this loan agreement. As of December 31, 2020 and 2021, the outstanding balances of the short-term borrowing were RMB29,500 and RMB14,500, respectively. In December 2019, a subsidiary of the Group entered into a loan agreement with Shanghai Pudong Development Bank Co., Ltd. and borrowed RMB80,000 with an interest rate of 3.92% per annum, a maturing term of one year. In December 2020, the subsidiary repaid RMB80,000 under this loan agreement, and concurrently renewed the loan agreement and borrowed RMB76,000. The loan had a maturity term of one year with interest rate of 3.8% per annum. In November 2021, the subsidiary repaid RMB76,000 under this loan agreement. As of December 31, 2020 and 2021, the outstanding balances of the short-term borrowing were RMB76,000 and nil, respectively. As of December 31, 2020 and 2021, a restricted cash deposit of RMB84,824 and nil were deposited to the bank for this borrowing, respectively. During 2020, a subsidiary of the Group entered two one-year borrowing agreements with Shanghai Pudong Development Bank Co., Ltd at the interest rates from 3.92% to 4.35%. The subsidiary received RMB10,000 in October 2020 and RMB10,000 in December 2020. A guarantee was provided by Beijing Secoo. In October 2021 and December 2021, the subsidiary repaid RMB10,000 and RMB 1,559 under this loan agreement. As of December 31, 2020 and 2021, the outstanding balances of the short-term borrowing were RMB20,000 and RMB8,441, respectively. In September 2021, a subsidiary of the Group entered into a short-term borrowing agreement with a third-party non-financial institution and borrowed RMB10,000 with an interest rate of zero, a maturing term of one month. As of December 31,2021, the outstanding balance of the short-term borrowing was RMB10,000. |
Long-term Borrowings, Excluding
Long-term Borrowings, Excluding Current Portion | 12 Months Ended |
Dec. 31, 2021 | |
Long-term Borrowings, Excluding Current Portion | |
Long-term Borrowings, Excluding Current Portion | 13. Long-term Borrowings, Excluding Current Portion As of December 31, 2020 2021 RMB RMB Convertible note 1,128,004 — Other long-term borrowing — 1,348,046 Long-term loans 15,789 — Less: current portion (Note 12) (15,789) — 1,128,004 1,348,046 Convertible note The principal amount and unamortized discount/premium and debt issuance costs as of December 31, 2020 and 2021 were as follows: As of December 31, 2020 2021 RMB RMB Principal amount 1,141,858 — Unamortized debt discount and issuance costs (13,854) — 1,128,004 — On August 8, 2018, the Company signed the convertible note and warrant subscription agreement (the “Agreement”) with Great World Lux Pte. Ltd(the “Holder”), pursuant to which the Company issued US $175,000 (equivalent to RMB 1,195,478 ) convertible note (the “Original Note”) and warrant to Great World Lux Pte. Ltd on August 8, 2018. The Original Note bears interest of 4% per annum, payable annually, and will mature on August 8, 2021 (the “Original Maturity Date”) unless redeemed, repurchased or converted prior to such date. The Original Note is convertible at the option of the Holder at any time during the conversion period, which is defined as the period starting from the first anniversary of the issue date to the Original Maturity Date. The conversion rate of the Original Note is US $26 per Class A shares, representing an initial conversion rate of 38.46 Class A Shares per US $1,000 principal amount of the Original Note, subject to the adjustments as described in the agreement. The Holder may require the Company to repurchase all or portion of the Original Notes for cash on August 8, 2021, or upon a fundamental change (the “contingent put option upon fundamental change”), at a repurchase price equal to 1) the outstanding principal amount, plus 2) accrued and unpaid interest, and plus 3) an additional amount that shall, provide the Holder an internal rate of return of 8% . Additionally, pursuant to the agreement, if the EBITDA (as defined in the agreement) of the Company for the financial year ended on December 31, 2018, as determined based on the audited consolidated financial statements of the Company, is lower than US $40,000 , the Holder have the right to require the Company to repurchase all or portion of the Notes for cash at a repurchase price to provide the Holder an internal rate of return of 12% (the “contingent put option upon performance failure”). As of December 31, 2018, the Company’s EBITDA (as defined in the agreement) exceeded the US $40 million requirement. There was no requirement of EBITDA (as defined in the agreement) for the years ended December 31, 2019, 2020 and 2021. Pursuant to the Agreement, the Holder of the warrant is entitled to purchase from the Company 500,000 ADS at an exercise price of US $18 per ADS. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). This ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted. The Company has early adopted ASU 2017-11, Accounting for Certain Financial Instruments with Down Round Features. ASU 2017-11 no longer requires the Company to consider down round features when determining whether its warrant and embedded conversion option is indexed to its own stock. 13. Long-term Borrowings, Excluding Current Portion (Continued) The Company assessed the accounting on the convertible Note and the warrant under ASC 815 Derivatives and Hedging and concluded that: ● The warrant is freestanding financial instrument as it is legally detachable and separately exercisable. Further, the warrant is indexed to the Company’s own stock, and can only be settled by the physical delivery of shares, and no conditions exist in which net cash settlement could be forced upon the Company by August 8, 2021 in any other circumstances, therefore the warrant is equity classified; The embedded contingent put option upon fundamental change is clearly and closely related to the debt host contract and does not need to be separately account for. ● The embedded contingent put option upon performance failure is not clearly and closely related to the debt host contract and needs to be separately accounted for. ● The embedded conversion feature is indexed to the Company’s own stock, and can only be settled by the physical delivery of shares, and no conditions exist in which net cash settlement could be forced upon the Company by August 8, 2021 in any other circumstances, therefore the conversion feature does not need to be separately accounted for. The proceeds of US $175,000 (equivalent to RMB 1,195,478 ), net of issuance cost of US $300 (equivalent to RMB 1,833 ), was allocated to the Original Note and the warrant based on the relative fair value as of August 8, 2018. Accordingly, the Company recorded the warrant of US $1,201 (RMB 8,208 ). The Company considered that the possibility of performance failure is zero, therefore the fair value of the contingent put option upon the performance failure was nil on August 8, 2018. The Company measured the effective conversion price of the Original Note using the Original Note’s carrying value on August 8, 2018, and compared to the fair value of the Company’s common stock on that date. As the effective conversion price of the convertible note of US $25.82 is below the fair value of the Company’s common stock of US $26.78 , the Company recognized a beneficial conversion feature of US $6,451 (RMB 44,072 ). The issuance cost is amortized as interest expense using the effective interest rate method through the maturity date of the Original Note. As of December 31, 2019 and 2020, the principal amount was US $175,000 (equivalent to RMB 1,220,835 ) and US $175,000 (equivalent to RMB 1,141,858 ), respectively, unamortized debt discount and issuance cost was US $5,101 (equivalent to RMB 35,586 ) and US 2,123 (equivalent to RMB 13,854 ), respectively, and net carrying amount was US$ 169,899 (equivalent to RMB 1,185,249 ) and US $172,877 (equivalent to RMB 1,128,004 ), respectively. The effective interest rate was 9.45% for the Original Note. For the year ended December 31, 2019,2020 and 2021, the Company recognized interest expenses related to the Original Note of RMB 111,032 , RMB 117,149 and RMB 79,271 , respectively. Restructuring of Convertible Note The Original Note matured on August 8, 2021 without any redemption, repurchase or conversion. On March 4, 2022, the Company and Great World entered into a refinancing agreement. Pursuant to the refinancing agreement, the Company and Great World have agreed to refinance the Original Note. On April 19, 2022, the Company issued the two-year guaranteed secured note to Great World with the principal amount of US$ 217,739 (equivalent to RMB 1,387,563 ), or the New Note, to replace the Original Note. Also on April 19, 2022, each of the Company’s subsidiaries signed a guarantee agreement and a subordination agreement to secure the Company’s obligations under the New Note. The Company and the Holder of the Original Note agreed that from the date the Original Note matured through the effective date of the New Notes, interest should be accrued at an effective interest rate of 10% per annum, compounded monthly on the basis of a 360-day year based on the principal of US$ 203,213 . The Company accrued interest expenses of US$ 8,222 (RMB 52,423 ) from August 9, 2021 through December 31, 2021 the balance of US$ 211,538 (equivalent to RMB 1,348,046 ) were recognized as other long-term borrowing in the balance sheet. 13. Long-term Borrowings, Excluding Current Portion (Continued) Long term loans A subsidiary of the Group entered into an agreement with SPD for a long-term line of credit of RMB 20,000 with a monthly payment from August 2017 to May 2019 at an interest rate of 6.75% . During 2017, 2018 and 2019, RMB 4,611 , RMB 11,065 and RMB 4,324 were repaid, respectively. In September 2019, the subsidiary drew down RMB 30,000 with an interest rate of 7.25% per annum, a maturing term of two years . During 2020 and 2021, RMB 14,211 and RMB 15,789 were repaid. As of December 31, 2020 and 2021, the subsidiary met the financial covenants. As of December 31, 2020 and 2021, the outstanding balances of RMB 15,789 and nil were included in short-term borrowings and current portion of long-term borrowings in the consolidated balance sheets. As of December 31, 2021, the future principal payments for the Group’s long-term borrowings, including long-term loans and other long-term borrowing will be due according to the following payment schedule: Principal amounts RMB 2022 — 2023 — 2024 1,348,046 Total 1,348,046 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Expenses and Other Current Liabilities | |
Accrued Expenses and Other Current Liabilities | 14. Accrued Expenses and Other Current Liabilities As of December 31, 2020 2021 RMB RMB Interest payable (i) 21,053 4,599 Payables to merchants 511,370 428,238 Accrual for salary, bonus and employee benefits 22,211 26,256 Advertising fees payable 19,216 7,122 Accrued expenses 22,008 23,970 Deposits from merchants 50,256 53,373 Other tax payable 95,322 73,029 Others 929 6,888 Accrued Expenses and Other Current Liabilities 742,365 623,475 (i) The balance mainly includes the current portion of interest payable of convertible note (see Note 13). |
Lease
Lease | 12 Months Ended |
Dec. 31, 2021 | |
Lease | |
Lease | 15. Lease The Group has operating leases mainly for offices, offline experience centers, customer service centers and logistics centers. The Group adopted ASC 842 effective January 1, 2019. ASC 842 requires lessees to recognize right-of-use assets and lease liabilities on the balance sheet. The Group has applied practical expedient to not recognize short-term leases with lease terms of one year or less on the balance sheet. Operating lease cost for the years ended December 31, 2019, 2020 and 2021 was RMB 42,315 , RMB 56,841 and RMB 47,005 , respectively, which excluded cost of short-term contracts. Short-term lease costs for the years ended December 31, 2019, 2020 and 2021 were RMB 17,629 , RMB 6,916 and RMB 3,327 , respectively. 15. Lease (Continued) A summary of supplemental information related to operating leases as of December 31, 2020 and 2021 is as follows: As of December 31, 2020 2021 RMB RMB Operating lease ROU assets 105,938 20,809 Operating lease liabilities-current 40,204 13,721 Operating lease liabilities-non-current 70,427 7,946 Total operating lease liabilities 110,631 21,667 Weighted average remaining lease term 2.91 1.97 Weighted average discount rate 11.5 % 9.3 % For the year ended December 31, 2020 2021 RMB RMB Operating cash flows for operating leases 56,841 51,933 ROU assets obtained in exchange for new operating lease liabilities 6,274 3,565 A summary of maturity of operating lease liabilities under the Group’s non-cancellable operating leases as of December 31, 2021 is as follows: As of December 31, 2021 RMB 2022 15,427 2023 4,924 2024 2,849 2025 763 Total lease payments 23,963 Less: interest (2,296) Present value of operating lease liabilities 21,667 As of December 31, 2021, the Group has no significant lease contract that has been entered into but not yet commenced. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax | |
Income Tax | 16. Income Tax a) Income tax Cayman Islands Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, the Cayman Islands does not impose a withholding tax on payments of dividends to shareholders. Hong Kong Under the current Hong Kong Inland Revenue Ordinance, the Company’s Hong Kong subsidiary is subject to Hong Kong profits tax at the rate of 16.5% on its taxable income generated from the operations in Hong Kong. A two-tiered profits tax rates regime was introduced since year 2018 where the first HK$2,000 of assessable profits earned by a company will be taxed at half of the current tax rate (8.25)% whilst the remaining profits will continue to be taxed at 16.5%. There is an anti-fragmentation measure where each group will have to nominate only one company in the group to benefit from the progressive rates. Payments of dividends by the Hong Kong subsidiary to the Company is not subject to withholding tax in Hong Kong. 16. Income Tax (Continued) PRC The Group’s PRC subsidiaries, VIEs and VIEs’ subsidiaries are subject to the PRC Corporate Income Tax Law (“CIT Law”) and are taxed at the statutory income tax rate of 25%. In accordance with the implementation rules of EIT Law, and a qualified “High and New Technology Enterprise” (“HNTE”) is eligible for a preferential tax rate of 15% with HNTE certificate effective for a period of three years. An entity must file required supporting documents with the tax authority and ensure fulfillment of the relevant HNTE criteria before using the preferential rate. An entity could re-apply for the HNTE certificate when the prior certificate expires. One of the Group’s PRC subsidiaries, kutianxia, is qualified HNTE in 2020 and enjoys a reduced tax rate of 15%, which will expire in 2023. The other PRC subsidiaries and consolidated VIEs and VIE’s subsidiaries are subject to the 25% EIT rate. Italy Under the current laws of Italy, the Group’s Italy subsidiary is subject to Italy profits tax at the rate of 22% and local tax at the rate of 2%. The CIT Law also provides that an enterprise established under the laws of a foreign country or region but whose “de facto management body” is located in the PRC be treated as a resident enterprise for PRC tax purposes and consequently be subject to the PRC income tax at the rate of 25% for its global income. The Implementing Rules of the CIT Law define the location of the “de facto management body” as “the place where the exercising, in substance, of the overall management and control of the production and business operation, personnel, accounting, property, etc., of a non-PRC company is located.” Based on a review of surrounding facts and circumstances, the Group does not believe that it is likely that its operations outside the PRC should be considered a resident enterprise for PRC tax purposes. The components of income (loss) before income taxes are as follows: For the year ended December 31, 2019 2020 2021 RMB RMB RMB Cayman Islands (75,926) (29,736) (119,601) Hong Kong 68,578 (47,456) 5,633 PRC, excluding Hong Kong 179,803 1,930 (618,406) Italy 20,012 (7,104) (1,268) Others 630 1,552 (1,173) 193,097 (80,814) (734,815) The EIT Law and its relevant regulations impose a withholding tax at 10%, unless reduced by a tax treaty or agreement, for dividends distributed by a PRC-resident enterprise to its immediate holding company outside the PRC for earnings generated beginning January 1, 2008. Undistributed earnings generated prior to January 1, 2008 are exempt from withholding tax. As of December 31, 2021, the Company has not provided deferred tax liability on undistributed earnings of RMB85,645 generated by its PRC consolidated entities, as the Company plans to reinvest these earnings indefinitely in the PRC. The unrecognized deferred tax liability related to these earnings was RMB8,565. The current and deferred portions of income tax expenses included in the consolidated statements of comprehensive income (loss), which were attributable to the Group, are as follows: For the Year Ended December 31, 2019 2020 2021 RMB RMB RMB Current tax expenses 87,197 9,073 1,293 Deferred tax benefits (55,771) (2,470) (170,376) Income tax expenses (benefits) 31,426 6,603 (169,083) 16. Income Tax (continued) Reconciliation of the differences between PRC statutory income tax rate and the Group’s effective income tax rate for the years ended December 31, 2019, 2020 and 2021 are as follows: For the Year Ended December 31, 2019 2020 2021 RMB RMB RMB Statutory income tax rate 25 % 25 % 25 % Increase (decrease) in effective income tax rate resulting from Entities not subject to income tax 9.83 % (12.32) % (4.07) % Effect of PRC preferential tax rates and tax holiday — (18.79) % 1.24 % Tax rate differential (2.83) % 2.21 % 0.05 % Share-based compensation 1.11 % (2.19) % (0.06) % Non-deductive expense without tax invoice 2.08 % (1.09) % (0.01) % R&D surplus deduction (5.41) % 7.97 % 0.93 % Change in valuation allowance (8.38) % (11.89) % (1.72) % Others (5.12) % 2.93 % 1.65 % Effective income tax rate 16.28 % (8.17) % 23.01 % b) Deferred tax assets and liability As of December 31, 2020 2021 RMB RMB Deferred tax assets Inventory write-downs 23,040 140,332 Net operating loss carry forwards 53,115 91,042 Advertisement expenses 1,362 709 Allowance for doubtful accounts 14,983 32,373 Lease liability 26,226 5,064 Valuation allowance (9,604) (22,245) Total deferred tax assets, net 109,122 247,275 Deferred tax liabilities Right of use assets 26,226 5,064 Total deferred tax liabilities 26,226 5,064 Net deferred tax assets 82,896 242,211 Net deferred tax liabilities — — In assessing the recoverability of its deferred tax assets, the Group considers whether some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Group considers the cumulative earnings and projected future taxable income in making this assessment. Recovery of substantially all of the Group’s deferred tax assets is dependent upon the generation of future income, exclusive of reversing taxable temporary differences. As of December 31, 2019, nil valuation allowance was provided for the Group and some subsidiaries. As of December 31, 2020 and 2021, the valuation allowance of RMB9,604 and RMB22,245 were primarily provided for the deferred income tax assets of a certain subsidiary, which was not estimated to generate enough future taxable income to utilize its some portion or all of the benefits of the deferred tax assets. 16. Income Tax (Continued) As of December 31, 2021, the Group had net operating loss carry forwards of approximately RMB7,309 attributable to the Hong Kong subsidiary, RMB521,545 attributable to the PRC subsidiaries, VIEs and VIEs’ subsidiaries and RMB12,697 attributable to other subsidiaries. The tax losses in the PRC can be carried forward for five years to offset future taxable income and the period was extended to ten years for entities qualified as HNTE in 2020 and thereafter. The tax losses in Hong Kong and Singapore can be carried forward without an expiration date. The changes in valuation allowance for the years ended December 31, 2019, 2020 and 2021 are as follows: For the Year Ended December 31, 2019 2020 2021 RMB RMB RMB Balance at the beginning of the year 19,851 — 9,604 Additions — 9,604 12,641 Reversals (19,851) — — Balance at the end of the year — 9,604 22,245 According to the PRC Tax Administration and Collection Law, the statute of limitation is three years if the underpayment of taxes is due to computational errors made by the taxpayer or the withholding agent. The statute of limitation is extended to five years under special circumstances where the underpayment of taxes is more than RMB100. In the case of transfer pricing issues, the statute of limitation is 10 years. There is no statute of limitation in the case of tax evasion. The income tax returns of the Company’s PRC subsidiaries, consolidated VIEs, and the subsidiaries of the VIEs for the years from 2016 to 2021 are open to examination by the PRC tax authorities. |
Disposal of subsidiary
Disposal of subsidiary | 12 Months Ended |
Dec. 31, 2021 | |
Disposal of subsidiary | |
Disposal of subsidiary | 17. Disposal subsidiaries On July 1, 2020 the Group sold its 51% share in its subsidiary E-GO to the minority shareholders for a consideration (to be received) of HKD2,346 (equivalent to RMB2,143). Concurrently, the contingent consideration from E-GO business acquisition has been waived. As the disposal date, the fair value of the contingent consideration was HKD366 (equivalent to RMB334). The Group derecognized the assets and liabilities and recorded a loss of RMB999 in “Others” in the consolidated statement of comprehensive income (loss) for the year ended December 31, 2020. On October 1, 2020 the Group sold its 51% share in its subsidiary Wang Pok to the minority shareholders with no consideration. Concurrently, the contingent consideration from Wang Pok business acquisition has been waived. As the disposal date, the fair value of the contingent consideration was HKD16,283 (equivalent to RMB14,308). The Group derecognized the assets and liabilities and recorded a loss of RMB11,576 in “Others” in the consolidated statement of comprehensive income (loss) for the year ended December 31, 2020. |
Redeemable Non-controlling Inte
Redeemable Non-controlling Interest | 12 Months Ended |
Dec. 31, 2021 | |
Redeemable Non-controlling Interest | |
Redeemable Non-controlling Interest | 18. Redeemable Non-controlling Interest The movement in the carrying value of the redeemable non-controlling interests is as follows: For the Year Ended December 31, 2019 2020 2021 RMB RMB RMB Balance as of January 1 7,587 9,337 10,010 Cumulative effect of adopting ASU 2016-13 — (14) — Gain (loss) 1,120 1,165 (120) Accretion of redeemable non-controlling interest 629 500 500 Foreign currency translation adjustment, net of nil income taxes 1 (978) (90) Balance as of December 31 9,337 10,010 10,300 In October 2016, a third party investor acquired 15% of the equity interest of the Company’s wholly owned PRC subsidiary at a consideration of RMB5,000. The newly issued shares could be redeemed by the non-controlling shareholder from the redemption start date (i.e. three years from the closing of the financing), the redemption value is equal to RMB5,000 plus 10% of interest and 15% of the net profit attributable to the PRC subsidiary if any for the period beginning from October 1, 2016 to the date of redemption. The redeemable non-controlling interest was recorded outside of permanent equity on the consolidated balance sheets and initially recorded at the carrying value of RMB5,000. The redeemable non-controlling interest is carried at the expected redemption value. As of December 31, 2021, the redeemable non-controlling interest was currently redeemable at the option of the non-controlling shareholder. |
Ordinary Shares
Ordinary Shares | 12 Months Ended |
Dec. 31, 2021 | |
Ordinary Shares | |
Ordinary Shares | 19. Ordinary Shares On September 22, 2017, the Group completed its initial public offering of 4,250,000 Class A ordinary shares, at a public offering price of US$26 per share. The net proceeds received were US$100,844 (or RMB664,464). Concurrently upon the completion of the Company’s IPO, the Company issued 769,231 and 384,615 Class A ordinary shares to Gold Ease Global Limited and YTL Cayman Limited, respectively, in a private placement at a price of US$26 per share. Proceeds from such issuance of ordinary shares were USD30,000 (or RMB197,697). Following the completion of the Group’s IPO, the Company’s authorized share capital was reclassified and re-designated into Class A ordinary shares and Class B ordinary shares, with each Class A ordinary share being entitled to one vote and each Class B ordinary share being entitled to twenty votes on all matters that are subject to shareholder vote. Each Class B ordinary share is convertible into one Class A ordinary share at any time. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Both Class A ordinary shares and Class B ordinary shares are entitled to the same dividend right. The holders of the Group’s ordinary shares are entitled to such dividends as may be declared by the Board subject to the Companies Law. In June 2020, the Company issued 10,204,082 Class A ordinary shares pursuant to a share purchase agreement with Qudian Inc.(“Qudian”), a US listing company and a leading technology platform empowering the enhancement of online consumer credit experience in China. The net proceeds received were US$99,203(or RMB703,774). As of December 31, 2020 and 2021, there were 28,754,852 and 6,571,429 Class A and Class B ordinary shares outstanding. As of December 31, 2020 and 2021, all Class B ordinary shares were held by the Chairman and CEO of the Group. |
Share Repurchase Program
Share Repurchase Program | 12 Months Ended |
Dec. 31, 2021 | |
Share Repurchase Program | |
Share Repurchase Program | 20. Share Repurchase Program In November 2017, the Board of the Company approved a share repurchase program whereby the Company is authorized to repurchase its own Class A ordinary shares in the form of American Depositary Shares with an aggregate value of up to US$20,000 over the following 12 months. The share repurchases may be made on the open market at prevailing market prices and/or in negotiated transactions off the market from time to time as market conditions warrant in accordance with applicable laws and regulation. During the year ended December 31, 2017, the Company repurchased 359,595 shares for US$6,459 (RMB42,606) on the open market, at a weighted average price of US$17.96 per share. During the year ended December 31, 2018, the Company repurchased 157,859 shares for US$4,149 (RMB28,412) on the open market, at a weighted average price of US$26.28 per share. The Company accounts for repurchased ordinary shares under the cost method and includes such cost as a component of the shareholders’ equity. On April 30, 2020, the Board of the Company approved a share repurchase program that the Company is authorized to repurchase its own Class A ordinary shares in the form of American Depositary Shares with an aggregate value of up to US$20,000 over the following 12 months. The share repurchases may be made on the open market at prevailing market prices and/or in negotiated transactions off the market from time to time as market conditions warrant in accordance with applicable laws and regulation. During the year ended December 31, 2020 and 2021, nil shares were repurchased by the Company. |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation | |
Share-based Compensation | 21. Share-based Compensation Stock Option Plan In 2017, the Company adopted a 2017 Employee Stock Incentive Plan (“2017 Plan”), which has replaced all of the 2014 Employee Stock Incentive Plan (“2014 Plan”) in its entirety. The awards granted and outstanding under the 2014 Plan has survived the termination of the 2014 Plan and remains effective and binding under the 2014 Plan. The maximum aggregate number of ordinary shares which may be issued pursuant to all awards under the 2017 Plan is 1,307,672 Class A ordinary shares. The 2017 Plan is valid and effective for a term of ten years commencing from its adoption. Stock options granted to an employee under the 2017 Plan will vest upon the employee renders service to the Company in accordance with a stipulated service schedule starting from the employee’s date of employment. Employees are generally subject to a four-year service schedule, under which an employee earns an entitlement to vest in 25% of his option grants at the end of each year of completed service. The following table sets forth the stock options activity for the year ended December 31, 2021: Weighted Weighted average average Aggregate exercise remaining intrinsic Number of price contractual value shares US$ term US$ Outstanding as of January 1, 2021 1,135,317 0.001 Granted 20,000 0.001 Forfeited (28,927) 0.001 Outstanding as of December 31, 2021 1,126,390 0.001 4.81 1,080 Vested and expected to vest as of December 31, 2021 1,117,669 0.001 4.78 1,072 Exercisable as of December 31, 2021 1,102,365 0.001 4.72 1,057 Options granted to employees were measured at fair value on the dates of grant using the Binomial Option Pricing Model with the following assumptions: 2019 2020 2021 Expected volatility 48.70% ~ 52.67% 52.70% ~ 68.78% 65.96% Risk-free interest rate (per annum) 1.58% ~ 2.41% 0.16% ~ 0.23% 0.25% Exercise multiple 2.2 2.2 2.2 Expected dividend yield 0% 0% 0% Expected term (in years) 10 10 10 Fair value of the underlying shares on the date of option grants (per share) US $11.779 ~ 17.519 US $6.459 ~ 7.519 US $4.92 The expected volatility was estimated based on the historical volatility of the Company and comparable peer public companies with a time horizon close to the expected term of the Company’s options. The risk-free interest rate was estimated based on the yield to maturity of U.S. treasury bonds denominated in USD for a term consistent with the expected term of the Company’s options in effect at the option valuation date. The expected exercise multiple was estimated as the average ratio of the stock price to the exercise price of when employees would decide to voluntarily exercise their vested options. As the Company did not have sufficient information of past employee exercise history, it was estimated by referencing to a widely-accepted academic research publication. Expected dividend yield is zero as the Company has never declared or paid any cash dividends on its shares, and the Company does not anticipate any dividend payments in the foreseeable future. Expected term is the contract life of the option. 21. Share-based Compensation (Continued) The fair value of options granted to employees for the years ended December 31, 2019, 2020 and 2021 amounted to RMB14,734, RMB74 and RMB98, respectively. For the options granted to the employees before the Group’s IPO, the exercisability was dependent upon the Company’s IPO, and it was not probable that this performance condition could be achieved until the IPO was effective. Compensation expense of RMB31,200 relating to those options was recorded immediately on September 21, 2017. The options granted to the employees after the Group’s IPO are subject to service conditions, for the years ended December 31, 2019, 2020 and 2021. The Company recognized RMB8,803, RMB8,161 and RMB2,286 as share based compensation expenses relating to the stock option plan. For the years ended December 31, 2019 2020 2021 Fulfillment expenses 283 429 159 Marketing expenses 4,627 4,859 1,289 Technology and content development expenses 424 364 (11) General and administrative expenses 3,469 2,509 849 Total share-based compensation expense 8,803 8,161 2,286 As of December 31, 2021, RMB635 of total unrecognized compensation expense related to non-vested share options is expected to be recognized over a weighted average period of approximately 2.06 years. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue | |
Revenue | 22. Revenue The following table presents revenue disaggregation by types of products: For the Year Ended December 31, 2019 2020 2021 RMB RMB RMB Merchandise sales Watches 1,218,573 1,034,461 176,958 Bags 1,518,841 1,119,800 400,218 Clothing, Footwear and Accessories 2,444,133 2,044,598 1,651,758 Jewelleries 1,043,535 764,321 320,690 Other products 384,792 827,068 436,420 Total merchandise sales 6,609,874 5,790,248 2,986,044 Marketplace and other services: Marketplace services 182,895 200,051 116,026 Other services 52,811 29,382 29,554 Total marketplace and other services: 235,706 229,433 145,580 Total revenues 6,845,580 6,019,681 3,131,624 The following table summarizes the Group’s revenues from the following geographic areas: For the Year Ended December 31, 2019 2020 2021 RMB RMB RMB PRC, excluding Hong Kong 5,880,969 5,220,524 2,738,637 Hong Kong 952,508 789,667 387,163 Others 12,103 9,490 5,824 Total revenues 6,845,580 6,019,681 3,131,624 |
Net income (loss) per Share
Net income (loss) per Share | 12 Months Ended |
Dec. 31, 2021 | |
Net income/(loss) per Share | |
Net income/(loss) per Share | 23. Net income (loss) per Share The following table sets forth the basic and diluted net income (loss) per share computation and provides a reconciliation of the numerator and denominator for the periods presented: For the Year Ended December 31, 2019 2020 2021 RMB RMB RMB Numerator: Net income (loss) attributable to Secoo Holding Limited 155,052 (71,864) (565,253) Accretion to redeemable non-controlling interest redemption value (629) (500) (500) Numerator for basic and diluted net income (loss) per share calculation 154,423 (72,364) (565,753) Denominator: Weighted average number of ordinary shares 25,122,199 30,629,608 35,326,281 Denominator for basic net income (loss) per share calculation 25,122,199 30,629,608 35,326,281 Adjustment for diluted stock options 1,098,905 — — Denominator for diluted net income (loss) per share calculation 26,221,104 30,629,608 35,326,281 Net income (loss) per ordinary share — Basic 6.15 (2.36) (16.02) — Diluted 5.89 (2.36) (16.02) The potentially dilutive securities that have not been included in the calculation of diluted net income (loss) per share as their inclusion would be anti-dilutive are as follows: For the Year Ended December 31, 2019 2020 2021 Convertible note and warrant 6,980,769 6,980,769 4,207,587 The potentially adjustment for diluted stock options was not included in the calculation of diluted net income (loss) per share in the periods presented where their inclusion would be anti-dilutive. For the year ended December 31, 2021, as the Company was in a loss position, the effect of redemption stock option was anti-dilutive and excluded from the calculation of diluted net income (loss) per share. |
Segment information
Segment information | 12 Months Ended |
Dec. 31, 2021 | |
Segment information | |
Segment information | 24. Segment information The following table summarizes the Group’s long-lived assets (including property and equipment, net, goodwill, operating lease right-of-use assets and other non-current assets) from the following geographic areas: As of December 31, 2020 2021 RMB RMB PRC, excluding Hong Kong 181,075 67,184 Hong Kong 5,526 2,458 Others 3,988 1,799 Total long-lived assets 190,589 71,441 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | 25. Related Party Transactions (a) Amount due from related parties During the year ended December 31, 2018, the Group paid RMB2,100 on behalf of Guangyao, a related party that is under the control Mr.Richard Rixue Li,the Group’s chairman and the chief executive officer, which was repaid during the year ended December 31, 2019. (b) Amount due to related parties During the year ended December 31, 2015, the Group borrowed RMB18,000 from Mr. Richard Rixue Li, the Group’s chairman and the chief executive officer to fund working capital, among which RMB313, RMB426 and RMB62, were repaid during the years ended December 31, 2019, 2020 and 2021, respectively. The Group has an amount due to Mr. Richard Rixue Li for RMB62 and nil as of December 31, 2020 and 2021, respectively. The amounts were unsecured, non-interest bearing and have no defined repayment term. During the year ended December 31, 2018, the Group borrowed RMB4,480 from Mr. Rimei Li, CEO of the Group’s subsidiary, to fund working capital, RMB4,069 and RMB411 were repaid during the years ended December 31, 2018 and 2019, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies | |
Commitments and Contingencies | 26. Commitments and Contingencies The Company leases offices, offline experience centers, customer service centers and logistics centers for operation under operating leases. Future minimum lease payments under non-cancellable operating leases with initial terms in excess of one year are included in Note 15. During the years ended December 31, 2020 and 2021, the Group is involved in claims and legal proceedings that arise in the ordinary course of business. The legal proceedings have led to the restriction of a portion of shares of the subsidiaries. The Group records a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Based on currently available information, management does not believe that the ultimate outcome of any unresolved matters that already existed at the date of the balance sheet, individually and in the aggregate, is reasonably possible to have a material adverse effect on the Group’s financial position, results of operations or cash flows. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events | |
Subsequent Events | 27. Subsequent Events As disclosed in Note 13, the Company’s US$ 175,000 Original Note matured on August 8, 2021 without any redemption, repurchase or conversion. On March 4, 2022, the Company and Great World entered into a refinancing agreement. Pursuant to the refinancing agreement, the Company and Great World have agreed to refinance the Original Note. On April 19, 2022, the Company issued the New Note to Great World to replace the Original Note. Also on April 19, 2022, each of the Company’s subsidiaries signed a guarantee agreement and a subordination agreement to secure the Company’s obligations under the New Note. |
Parent Company Only Condensed F
Parent Company Only Condensed Financial Information | 12 Months Ended |
Dec. 31, 2021 | |
Parent Company Only Condensed Financial Information | |
Parent Company Only Condensed Financial Information | 28. Parent Company Only Condensed Financial Information The following condensed parent company financial information of Secoo Holding Limited has been prepared using the same accounting policies as set out in the accompanying consolidated financial statements. The parent company records its investment in its subsidiaries, the VIEs and their subsidiaries under the equity method of accounting as prescribed in ASC323, Investments - Equity Method and Joint Ventures. Such investments are presented on the condensed balance sheets as “Investments in subsidiaries”, and their respective income as “Share of income from subsidiaries” on the condensed statements of comprehensive income (loss). As of December 31, 2021, there were no material contingencies, significant provisions of long term obligations, mandatory dividend or redemption requirements of redeemable stocks or guarantees of Secoo Holding Limited, except for those which have been separately disclosed in the consolidated financial statements. (a) Condensed Balance Sheets As of December 31, 2020 2021 RMB RMB Assets Current assets Cash 759 22 Prepayments and other current assets 3,524 5,137 Total current assets 4,283 5,159 Non-current assets Investments in subsidiaries 3,532,139 3,112,217 Investment in equity investees 40,633 15,939 Other non-current assets 1,373 528 Total non-current assets 3,574,145 3,128,684 Total assets 3,578,428 3,133,843 LIABILITIES Current liabilities Accrued expenses and other current liabilities 21,472 4,461 Income tax payable 743 744 Total current liabilities 22,215 5,205 Non-current liabilities Long-term borrowings 1,128,004 1,348,046 Long-term liabilities 109,493 — Total non-current liabilities 1,237,497 1,348,046 Total liabilities 1,259,712 1,353,251 Shareholders’ Equity Class A ordinary shares (US $0.001 par value, 150,000,000 shares authorized including Class A shares and Class B shares, 29,272,306 shares issued and 28,754,852 shares outstanding as of December 31, 2020 and 2021) 198 198 Class B ordinary shares (US $0.001 par value, 150,000,000 shares authorized including Class A shares and Class B shares, 6,571,429 shares issued and outstanding as of December 31, 2020 and 2021; each Class B ordinary shares is convertible into one Class A ordinary share) 41 41 Treasury shares ( 517,454 Class A ordinary shares as of December 31, 2020 and 2021, at cost) (71,018) (71,018) Additional paid-in capital 3,560,008 3,558,821 Accumulated losses (1,206,436) (1,772,189) Other comprehensive income 35,923 64,739 Total shareholders’ equity 2,318,716 1,780,592 Total liabilities and shareholders’ equity 3,578,428 3,133,843 28. Parent Company Only Condensed Financial Information (Continued) (b) Condensed Statements of comprehensive income (loss) For the Year Ended December 31, 2019 2020 2021 RMB RMB RMB Operating expenses (8,010) (10,140) (35,522) Loss from operations (8,010) (10,140) (35,522) Other income (expenses): Interest income 18,154 90,197 46,382 Interest expenses (111,033) (117,149) (131,694) Change in fair value of financial instruments 23,226 — — Others 1,737 1,314 1,233 Share of income (loss) from subsidiaries 230,349 (34,064) (445,408) Income (loss) before income tax 154,423 (69,842) (565,009) Income tax expenses — (2,522) (744) Net income (loss) 154,423 (72,364) (565,753) Net income (loss) attributable to ordinary shareholders of Secoo Holding Limited 154,423 (72,364) (565,753) Other comprehensive (loss) income Foreign currency translation adjustments (20,127) 62,423 28,816 Total other comprehensive (loss) income, net of tax (20,127) 62,423 28,816 Comprehensive income (loss) 134,296 (9,941) (536,937) (c) Condensed Statements of Cash Flows For the Year Ended December 31, 2019 2020 2021 RMB RMB RMB Net cash used in operating activities (44,418) (57,727) (728) Net cash used in investing activities (118,794) (625,722) — Net cash provided by financing activities — 703,774 — Effect of exchange rate changes on cash 775 (19,658) (9) Net (decrease) increase in cash (162,437) 667 (737) Cash at the beginning of the year 162,529 92 759 Cash at the end of the year 92 759 22 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | (a) Basis of Presentation The consolidated financial statements of the Group have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Principles of Consolidation | (b) Principles of Consolidation The consolidated financial statements include the financial statements of the Company, its subsidiaries, the VIEs and the VIEs’ subsidiaries for which the Company or its subsidiary is the primary beneficiary. Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors (the “Board”), or to cast a majority of votes at the meeting of directors. A VIE is an entity in which the Company, or its subsidiary, through contractual arrangements, exercises effective control over the activities that most impact the economic performance, bears the risks of, and enjoys the rewards normally associated with ownership of the entity, and therefore the Company or its subsidiary is the primary beneficiary of the entity. All intercompany transactions and balances among the Company, its subsidiaries, the VIEs and the VIEs’ subsidiaries have been eliminated upon consolidation. |
Liquidity | (c) Liquidity The Group experienced net loss of RMB87,417 and RMB565,732 for the years ended December 31, 2020 and 2021, respectively, and negative cash flows from operating activities of approximately RMB244,322, RMB901,888 and RMB381,461 for the years ended December 31, 2019, 2020 and 2021, respectively. The major source of liquidity to support the Group’s operating cash outflow is from cash flow providing by financing activities, which were cash inflow of RMB54,354 and RMB705,483 for the years ended December 31, 2019 and 2020, respectively, and RMB158,410 cash outflow for the year ended December 31, 2021. As of December 31, 2021, the Group had cash position of RMB170,916, working capital of RMB2,792,897, and accumulated deficit of RMB1,772,189. On August 8, 2021, the Company’s US$175,000 convertible note matured without any redemption, repurchase or conversion. These adverse conditions indicate that there is substantial doubt about the Company’s ability to continue as a going concern. On March 4, 2022, the Company and Great World entered into a refinancing agreement. Pursuant to the refinancing agreement, the Company and Great World have agreed to refinance the convertible note. On April 19, 2022, the Company issued the New Note to Great World to replace the convertible note (see Note 13). Based on cash flows projection from operating and financing activities and existing balance of cash and cash equivalents, and the refinancing arrangement for the convertible note, management is of the opinion that the Group has sufficient funds for sustainable operations and it will be able to meet its payment obligations from operations and debt related commitments for the next twelve months from the issuance of the consolidated financial statements. If the Group encounter unforeseen circumstances that place constraints on its capital resources, management will be required to take various measures to conserve liquidity, which could include, but not necessarily be limited to, initiating additional public offerings, curtailing the Group’s business development activities, suspending the pursuit of its business plan, obtaining credit facilities, controlling overhead expenses and seeking to further dispose of non-core assets. Management cannot provide any assurance that the Group will raise additional capital if needed. Based on the above considerations, the accompanying financial statements have been prepared in accordance with U.S. GAAP, on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of asset and amounts and classification of liabilities that may be necessary should the Group be unable to continue as a going concern. |
Use of Estimates | (d) Use of Estimates The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities at the balance sheet date, and the reported revenues and expenses during the reported period in the consolidated financial statements and accompanying notes. Significant accounting estimates include, but not limited to, the standalone selling prices of performance obligations of revenue contracts, sales returns, the allowance for credit losses of accounts receivable and prepayment and other current assets, fair values of put option, fair value of observable transaction for equity investment without readily determinable fair value, noncontrolling interests with respect to business combinations, share-based compensation, convertible note and warrant, useful life of long-lived assets, recoverability of the carrying value of goodwill, purchase price allocations, inventory write-downs for excess and obsolete inventories, realization of deferred tax assets, and forfeiture rates for share options granted. Actual results may differ materially from those estimates. |
Foreign Currency | (e) Foreign Currency The Group’s reporting currency is Renminbi (“RMB”). The functional currency of the Company and its subsidiaries incorporated in United States of America is the United States dollars (“US$”). The functional currencies of the Company’s subsidiaries incorporated in Hong Kong Special Administrative Region (“HK” or “Hong Kong”), Italy, Japan and Malaysia are the Hong Kong dollars, the Euro dollars, the Japanese Yen and the Ringgit Malaysia, respectively. The functional currency of the Company’s PRC subsidiaries, VIEs and VIEs’ subsidiaries is the RMB. Transactions denominated in currencies other than the functional currency are remeasured into the functional currency at the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in a foreign currency are remeasured into the functional currency using the applicable exchange rate at the balance sheet date. The resulting exchange differences are recorded as foreign currency exchange gains (losses) in the consolidated statements of comprehensive income (loss). The financial statements of the non-PRC Group’s entities are translated from the functional currency into RMB. Assets and liabilities are translated into RMB using the applicable exchange rates at the balance sheet date. Equity accounts other than earnings generated in the current periods are translated into RMB using the appropriate historical rates. Revenues, expenses, gains and losses are translated into RMB using the average exchange rates for the relevant period. The resulting foreign currency translation adjustments are recorded as a component of other comprehensive income or loss in the consolidated statements of comprehensive income (loss), and the accumulated foreign currency translation adjustments are recorded as a component of accumulated other comprehensive income (loss) in the consolidated statements of shareholders’ equity. |
Convenience Translation | (f) Convenience Translation Translations of the consolidated financial statements from RMB into US$ as of and for the year ended December 31, 2021 are solely for the convenience of the readers and were calculated at the rate of US$1.00=RMB6.3726, representing the noon buying rate in The City of New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York on December 30, 2021. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on December 30, 2021, or at any other rate. The US$ convenience translation is not required under U.S. GAAP and all US$ convenience translation amounts in the accompanying consolidated financial statements are unaudited. |
Fair Value | (g) Fair Value Fair value represents the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. Accounting guidance defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Accounting guidance establishes a three-level fair value hierarchy and requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs are: Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2—Include other inputs that are directly or indirectly observable in the marketplace. Level 3—Unobservable inputs which are supported by little or no market activity. Accounting guidance also describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset. Short-term financial assets and liabilities of the Group primarily consist of cash and cash equivalents, restricted cash, investment securities, put option (included in prepayments and other current assets), accounts receivable, net, amounts due from related parties, Short-term borrowings and current portion of long-term borrowings, accounts payable, contingent considerations (included in accrued expenses and other current liabilities), and amounts due to related parties. The Group measures investment securities and contingent considerations at fair value on a recurring basis. Investment securities were measured at fair value using observable inputs.Contingent considerations were measured at fair value using unobservable inputs. As of December 31, 2020 and 2021, the carrying amounts of other financial instruments approximated to their fair values due to the short-term maturity of these instruments. Long-term financial asset of the Group is restricted cash recognized in non-current assets. As of December 31, 2020 and 2021, the carrying values of restricted cash recognized in non-current assets approximated to their fair values as the interest rates approximate the rates in the market. Long-term financial liabilities of the Group are long-term loans, convertible note and contingent considerations (included in long-term liabilities). As of December 31, 2020 and 2021, the carrying values of long-term loans approximated to their fair values as the interest rates of the Group’s long-term loans approximate the rates currently offered by the banks for similar loans. The convertible note was initially recognized based on the relative fair value of the convertible note and warrant and subsequently measured at amortized cost using effective interest rate. The estimated fair values of the convertible note based on a market approach were approximately US$199,604 (equivalent to RMB1,302,416) and nil as of December 31,2020 and 2021, respectively, and represents a Level 3 valuation in accordance with ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”). When determining the estimated fair value of the convertible note, the Company used a commonly accepted valuation methodology and market-based risk measurements that are indirectly observable, such as credit risk. The fair value of the bifurcated derivative from convertible note was nil as of December 31, 2020 and 2021. |
Business Combination and Non-redeemable Non-controlling Interests | (h) Business Combination and Non-redeemable Non-controlling Interests The Group accounts for its business combinations using the acquisition method of accounting in accordance with ASC 805, Business Combinations. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date, irrespective of the extent of any noncontrolling interests. The excess of (i) the total costs of acquisition, fair value of the noncontrolling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. During the measurement period, which can be up to one year from the acquisition date, the Group may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded as gain or loss on the consolidated statements of operations and comprehensive loss. For the Company’s majority-owned subsidiaries and consolidated VIEs, non-redeemable non-controlling interests are recognized to reflect the portion of the equity which is not attributable, directly or indirectly, to the Group as the controlling shareholder. Non-redeemable non-controlling interests acquired through a business combination are recognized at fair value at the acquisition date, which is estimated with reference to the purchase price per share as of the acquisition date. |
Investments | (i) Investments The Group’s investments consist of investment securities and investments in equity investees. Investment securities The Company’s investment securities represent equity securities traded publicly in the open market, which are measured at fair value with changes recorded in changes in fair value of financial instruments in the consolidated statements of comprehensive income (loss). Investment in equity investees Investment in equity investees represents the Group’s investments in privately held companies, which includes equity investments without readily determinable fair value and equity method investments. Management regularly evaluates the impairment of these investments based on performance and financial position of the investee as well as other evidence of market value. Such evaluation includes, but is not limited to, reviewing the investee’s cash position, recent financing, projected and historical financial performance, cash flow forecasts and financing needs. An impairment loss is recognized in earnings equal to the excess of the investment’s cost over its fair value at the balance sheet date of the reporting period for which the assessment is made. The fair value would then become the new cost basis of investment. 2. Summary of Significant Accounting Policies (Continued) Investments in entities in which the Group can exercise significant influence but does not own a majority equity interest or control are accounted for using the equity method of accounting in accordance with ASC Topic 323 (“ASC 323”), “Investments-Equity Method and Joint Ventures”. Under the equity method, the Group initially records its investment at cost and the difference between the cost of the equity investee and the fair value of the underlying equity in the net assets of the equity investee is recognized as equity method goodwill, which is included in the equity method investment on the consolidated balance sheets. The Group subsequently adjusts the carrying amount of the investment to recognize the Group’s proportionate share of each equity investee’s net income or loss into earnings after the date of investment. The Group will discontinue applying the equity method if an investment (and additional financial supports to the investee, if any) has been reduced to zero. Under the conditions that the Group is not required to advance additional funds to an investee and the equity-method investment in ordinary shares is reduced to zero, if further investments are made that have a higher liquidation preference than ordinary shares, the Group would recognize the loss based on its percentage of the investment with the same liquidation preference, and the loss would be applied to those investments of a lower liquidation preference first before being further applied to the investments of a higher liquidation preference. The Group evaluates the equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable. Factors considered by the Group when determining whether an investment has been otherthantemporarilyimpaired, includes, but not limited to, the length of the time and the extent to which the market value has been less than cost, the financial performance and nearterm prospect of the investee, and the Group’s intent and ability to retain the investment until the recovery of its cost. An impairment loss on the equity method investments is recognized in earnings when the decline in value is determined to be other-than-temporary. According to the above testing, no impairment losses for investments in equity investees were recognized during the years of 2019, and 2020. Impairment loss of RMB 26,275 for investments in equity investees were recognized during the year of 2021. |
Cash and Cash Equivalents | (j) Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand, cash at bank and time deposits, which have original maturities of three months or less and are readily convertible to known amounts of cash. |
Time Deposits | (k) Time Deposits Time deposits represent deposits at banks with original maturities of more than three months but less than one year. |
Restricted Cash | (l) Restricted Cash Restricted cash primarily represents cash deposited with a bank in conjunction with a borrowing from the bank, restricted in relation to legal proceedings, and deposits for maintain the travel agency license. Restriction on the use of such cash and the interest earned thereon is imposed by the bank and remains effective throughout the term of the bank borrowing or payables. The cash restricted for use longer than one year is classified as non-current assets in the consolidated balance sheets. |
Adoption of ASU 2016-13 | (m) Adoption of ASU 2016-13 In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016-13, Measurement of Credit Losses on Financial Instruments, which replaces the incurred loss impairment guidance in legacy GAAP and establishes a single allowance framework for financial assets carried at amortized cost with a methodology that requires consideration of a broader range of information to estimate credit losses. The Group adopted ASU 2016-13 on January 1, 2020, using a modified retrospective transition method. Based on upon Group’s assessment of various factors, including historical experience and the expectation of future economic conditions, upon adoption of the new standard on January 1, 2020, the Company recorded an increase in the opening balance of accumulated losses of RMB7,742. 2. Summary of Significant Accounting Policies (Continued ) The Group maintains an allowance for credit losses for accounts receivable and prepayments and other current assets, which is recorded as an offset to accounts receivable and prepayments and other current assets, and the estimated credit losses charged to the allowance is classified as “General and administrative” in the consolidated statements of comprehensive income (loss). When similar risk characteristics exist, the Group assesses collectability and measure expected credit losses on a collective basis for a pool of assets, whereas if similar risk characteristics do not exist, the Group assesses collectability and measures expected credit losses on an individual asset basis. In determining the amount of the allowance for credit losses, the Group considers historic collection experience, the age of the accounts receivable and contract assets balances, credit quality of the Group’s customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the customer’s ability to pay. |
Accounts Receivable | (n) Accounts Receivable Accounts receivable mainly represent amounts due from customers and installment payment by end customers with payment period within one year. Accounts receivable are recorded net of an allowance for doubtful accounts, if any. Prior to January 1, 2020, the Group considers many factors in assessing the collectability of its accounts receivable, such as the age of the amounts due, the payment history, credit-worthiness and the financial condition of the debtor. An allowance for doubtful accounts is recorded in the period in which a loss is determined to be probable. The Group also makes a specific allowance if there is strong evidence indicating that an account receivable is likely to be unrecoverable. Accounts receivable are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. RMB7,598 allowance for account receivable was provided as of December 31, 2019. RMB9,018 and RMB15,606 provision for credit loss were provided as of December 31, 2020 and 2021, respectively. Starting from January 1, 2020, accounts receivables are recognized and carried at the original invoiced amount less an allowance for credit losses. An estimate for the allowance for credit losses is discussed above (“Adoption of ASU 2016-13”). The receivable balances are written off when they are deemed uncollectible. |
Transfer of financial assets | (o) Transfer of financial assets Transfers are accounted for as sale and corresponding transferred accounts receivable are de-recognized in the consolidated balance sheets pursuant to ASC Topic 860, Transfers and Servicing (“ASC 860”), only if they meet all of the three criteria: (i) the transferred financial assets have been isolated from the transferor and its creditor, (ii) each transferee has the rights to pledge or exchange the transferred assets, or the transferor has no continuing involvement with the transferred financial assets, and (iii) the transferor does not maintain effective control over the transferred financial assets or third-party beneficial interests related to those transferred assets. Otherwise, the transfer of the assets will be accounted for as a financing type transaction if the conditions in ASC 860-10-40-5 were not met. Beginning August 2019, the Group entered into periodically arrangements with one third-party non-financial institution to transfer the Group’s accounts receivables arising from consumer financing. The transfers of accounts receivables meet the criteria as defined in the ASC 860 and therefore are derecognized in the consolidated balance sheet. In 2019, RMB 87,160 consumer accounts receivables financial assets were derecognized through the sales type arrangements. Proceeds from the derecognition were RMB 87,160 . The investor has no recourse to the Group if the underlying consumers fail to pay amounts contractually on due. No such transaction was recognized in 2020 and 2021. |
Inventories | (p) Inventories Inventories, consisting of products available for sale, are stated at the lower of cost or net realizable value. The cost of inventory is determined using the identified cost of the specific item. Inventory is written down for damaged goods and slow-moving merchandise, which is dependent upon factors such as historical and forecasted consumer demand, and the sales promotion. Write downs are recorded in cost of revenues in the consolidated statements of comprehensive income (loss). Inventory write-downs of RMB64,245 and RMB469,644 were recognized in the years of 2020 and 2021, respectively. |
Property and Equipment, net | 2. Summary of Significant Accounting Policies (Continued ) (q) Property and Equipment, net Property and equipment, net are stated at cost less accumulated depreciation and impairment. Property and equipment are depreciated at rates sufficient to write off their costs less impairment and residual value (estimated at 5% of cost) over their estimated useful lives on a straight-line basis. Leasehold improvements are depreciated on a straight-line basis over the period of the lease or their estimated useful lives, if shorter. The estimated useful lives are as follows: Category Estimated useful lives Electronic equipment 3 - 5 years Software 10 years Transportation equipment 4 years Office equipment 3 - 5 years Leasehold improvements Shorter of 5 years or lease term Expenditures for repairs and maintenance are expensed as incurred, whereas the costs of renewals and betterment that extend the useful lives of property and equipment are capitalized as additions to the related assets. Retirements, sales and disposals of assets are recorded by removing the costs, accumulated depreciation and impairment with any resulting gain or loss recognized in the consolidated statements of comprehensive income (loss). |
Goodwill | (r) Goodwill Goodwill represents the excess of the purchase consideration over the acquisition date amounts of the identifiable tangible and intangible assets acquired and liabilities assumed from the acquired entity in a business combination. Goodwill is not amortized but is tested for impairment on December 31 annually, or more frequently if events or changes in circumstances indicate that it might be impaired. The Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. In the qualitative assessment, the Company considers factors such as macroeconomic conditions, industry and market considerations, overall financial performance of the reporting unit, and other specific information related to the operations, business plans and strategies of the reporting unit, including consideration of the impact of the COVID-19 pandemic. Based on the qualitative assessment, if it is more likely than not that the fair value of a reporting unit is less than the carrying amount, the quantitative impairment test is performed. Otherwise, no further testing is required. On January 1, 2020, the Group adopted ASU No. 2017-04, Simplifying the Test for Goodwill Impairment to simplify the test for goodwill impairment by removing Step 2, which was issued by the FASB in January 2017. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, versus determining an implied fair value in Step 2 to measure the impairment loss. Management evaluated the recoverability of goodwill by performing a qualitative assessment before using a two-step impairment test approach at the reporting unit level. Based on an assessment of the qualitative factors, management determined that it is more-likely-than-not that the fair value of each reporting unit is in excess of its carrying amount as of December 31, 2021. Therefore, no impairment loss was recorded for the year ended December 31, 2019, 2020 and 2021. |
Impairment of Long-lived Assets other than goodwill | (s) Impairment of Long-lived Assets other than goodwill Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be fully recoverable or that the useful life is shorter than the Group had originally estimated. When these events occur, the Group evaluates the impairment for the long-lived assets by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Group recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. No impairment of long-lived assets was recognized for the years ended December 31, 2019, 2020 and 2021. |
Leases | (t) Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases, which specifies the accounting for leases. Earlier application is permitted for all entities as of February 25, 2016, the issuance date of the final standard. The Group adopted ASC 842 on January 1, 2019, along with all subsequent ASU clarifications and improvements that are applicable to the Group, to each lease that existed in the years presented in the financial statements, using the modified retrospective transition method and used the commencement date of the leases as the date of initial application. Consequently, financial information and the disclosures required under ASC 842 are provided for dates and years presented in the financial statements. The Group has applied the practical expedient to not recognize short-term leases with lease terms of one year or less.The Group categorizes leases with contractual terms longer than twelve months as either operating or finance lease. However, the Group has no finance leases for any of the periods presented. The Group determines if an arrangement is a lease or contains a lease at lease inception. For operating leases, the Group recognizes a right-of-use asset and a lease liability based on the present value of the lease payments over the lease term, reduced by lease incentives received, plus any initial direct costs, using the discount rate for the lease at the commencement date. Variable lease payments not dependent on an index or rate are excluded from the ROU asset and lease liability calculations and are recognized in expense in the period which the obligation for those payments is incurred. As the rate implicit in the Group’s lease is not typically readily available, the Group uses an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. This incremental borrowing rate reflects the fixed rate at which the Group could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. The Group’s lease terms may include options to extend or terminate the lease. Such options are accounted for only when it is reasonably certain that the Group will exercise the options. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Group accounts for lease and non-lease components separately. |
Value Added Taxes | (u) Value Added Taxes The Company’s PRC subsidiaries are subject to value added tax (“VAT”). Revenue from sales of second-hand merchandise purchased from individual vendors is subject to VAT at the concession rate of 2% or 3% depending on the sales term. Revenue from sales of new brand merchandise purchased from entities is generally subject to VAT at the rate of 17% prior to May 1, 2018, 16% from May 1, 2018 to March 31, 2019 and 13% since April 1, 2019. Service revenue is subject to VAT at the rate of 6%. The VAT payable is recorded in Accrued expenses and other current liabilities in the consolidated balance sheets. |
Revenue | (v) Revenue Revenues are generated primarily from merchandise sales, marketplace services and other services. The Group adopted ASC 606 — “Revenue from Contracts with Customers” for all years presented.Under ASC 606, the Company recognizes revenues upon the satisfaction of its performance obligation (upon transfer of control of promised goods or services to customers) in an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those goods or services, excluding amounts collected on behalf of third parties. To achieve that core principle, the Group applies the five steps defined under Topic 606: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Group assesses its revenue arrangements against specific criteria in order to determine if it is acting as principal or agent. Revenue arrangements with multiple performance obligations are divided into separate distinct goods or services. The Group allocates the transaction price to each performance obligation based on the relative standalone selling price of the goods or services provided. Revenue is recognized upon the transfer of control of promised goods or services to a customer. 2. Summary of Significant Accounting Policies (Continued ) The Group’s revenue recognition policies effective upon the adoption of ASC 606 are as follows: Merchandise Sales The Group presents the revenue generated from its sales of merchandise on a gross basis as the Group has control of the goods and has the ability to direct the use of goods to obtain substantially all the benefits. In making this determination, the Group also assesses whether it is primarily obligated in these transactions, is subject to inventory risk, has latitude in establishing prices, or has met several but not all of these indicators. Revenues are measured as the amount of consideration the Group expects to receive in exchange for transferring products to customers. Consideration from merchandise sales is recorded net of value-added tax, discounts and return allowances. Return allowances of RMB2,345 and RMB117 as of December 31, 2020 and 2021, respectively, which reduce revenue, are estimated based utilizing the most likely amount method based on historical data and updated at the end of each reporting period. With respect to considerations from merchandise sales, the Group allocates proceeds from merchandise sales among sales of the products, customer loyalty program benefits and coupons with material rights based on relative standalone selling price. Proceeds allocated to sales of goods are recognized as revenue from merchandise sales when the receipt of merchandise is confirmed by the customer, which is the point that the control of the merchandise is transferred to the customer. Proceeds allocated to customer loyalty program benefits and coupons are recorded as deferred revenue. The Group utilizes delivery service providers to deliver products to its consumers (“shipping activities”) but the delivery service is not considered as a separate obligation as the shipping activities are performed before the consumers obtain control of the products. Therefore, shipping activities are not considered a separate promised service to the consumers but rather are activities to fulfill the Group’s promise to transfer the products and are recorded as fulfillment expenses. Marketplace and other services With respect to the marketplace service revenue, the Group does not consider it controls the products before they are transferred to the customer or have the ability to direct the use of the goods and obtain substantially all of their benefits. The Group bears no physical and general inventory risk and has no discretion in establishing price, so it has determined that revenue from its sales of products under these arrangements are marketplace service fees in nature. Revenue is recognized when the Group has fulfilled its selling performance obligations on behalf of the principal in the transaction, which is when the products are accepted by the customer. The Group recognizes other service revenue when control of promised service is transferred to the customers in an amount of consideration to which the Group expects to be entitled to in exchange for those services. Contract balances The timing of revenue recognition, billings and cash collections result in accounts receivable and contract liability (i.e. deferred revenue). Accounts receivable are recognized in the period when the Company has transferred products or provided services to its customers and when its right to consideration is unconditional. Amounts collected on accounts receivable are included in net cash provided by operating activities in the consolidated statements of cash flows. The Group collects cash from end customers before or upon deliveries of products mainly through banks, third party online payment platforms or delivery companies. The cash collected from the customer before the Company has transferred products or provided services, is initially recorded in deferred revenue (a contract liability) in the consolidated balance sheets and subsequently recognized as revenue when the receipt of merchandise is confirmed by the customers, which is the point that the control of the merchandise is transferred to the customer. 2. Summary of Significant Accounting Policies (Continued ) The amounts of revenue recognized during the years ended December 31, 2019, 2020 and 2021 from the opening balance of deferred revenue as of January 1, 2019, 2020 and 2021, was RMB54,948, RMB96,779 and RMB220,496,respectively. The remaining performance obligation is expected to be recognized as revenue within the next 12 months. The Group has elected the practical expedient not to disclose the information about remaining performance obligations which are part of contracts that have an original expected duration of one year or less. Advance from customers Under marketplace revenue, the Group collects full amount from end customers and only records the net commission fee as revenue at the point of customer acceptance. The amounts that the Group collected in excess of the net commission fee are recorded under advance from customers account in the Group’s consolidated balance sheets. |
Customer Loyalty Program | (w) Customer Loyalty Program Customers earn loyalty program points from qualified purchases from the Group. The loyalty program points can be used as cash for future purchases from the Group, which will directly reduce the amount paid by the customer. Periods after July, 2020, the loyalty program points expire on one day before the end of the quarter, and are redeemable for a maximum of 100% on the customers’ future purchase amounts. Periods prior to July, 2020, the loyalty program points expire on December 31 of the following year after they are awarded, and are redeemable for a maximum of 30% on the customers’ future purchase amounts. Loyalty program point is considered as a separate performance obligation identified in the contract. Therefore, the sales consideration is allocated to the merchandise and loyalty program points based on the relative standalone selling price of the merchandise and loyalty program points. Consideration allocated to loyalty program point is initially recorded as deferred revenue and recognized as revenues when loyalty program points are used or expire. The Group estimates the relative standalone selling price, including an estimate of the breakage for points that members will never use. The Group reviews the relative standalone selling price of loyalty program point at least annually based upon the latest available information regarding redemption and expiration patterns. |
Cost of Revenues | (x) Cost of Revenues Cost of revenues primarily consist of cost of merchandise sold and inventory write-downs, repair and maintenance staff payroll and related depreciation and amortization. Payment processing, packaging material and product delivery costs are classified as fulfillment expenses in the consolidated statements of comprehensive income (loss). Inventory write-downs of RMB64,245 and RMB469,644 were recognized in the years of 2020 and 2021, respectively. |
Fulfillment Expenses | (y) Fulfillment Expenses Fulfillment expenses represent packaging material costs and those costs incurred in shipping and operating and staffing the Group’s fulfillment and customer service centers, including costs attributable to receiving, inspecting, and warehousing inventories; picking, packaging, and preparing customer orders for shipment; and collecting payments from customers and responding to inquiries from customers. Fulfillment expenses also include amounts payable to third parties that assist the Group in payment collections and product deliveries. Shipping costs included in fulfillment expenses were RMB63,247, RMB51,730 and RMB29,083 for the years ended December 31, 2019, 2020 and 2021, respectively. |
Marketing Expenses | (z) Marketing Expenses Marketing expenses mainly consist of advertising costs, promotion expenses, payroll and related expenses for personnel engaged in marketing activities. Advertising costs, which consist primarily of online and offline advertisements, are expensed when the services are received. The advertising expenses were RMB183,744, RMB119,881and RMB86,714 for the years ended December 31, 2019, 2020 and 2021, respectively. |
Technology and Content Development Expenses | (aa) Technology and Content Development Expenses Technology and content development expenses mainly consist of technology infrastructure expenses and payroll and related costs for employees involved in application development, category expansion, editorial content production and system support, as well as costs associated with computation, storage and telecommunication infrastructures. For internal use software, the Group expensed all costs incurred for the preliminary project stage and post implementation-operation stage of development, and costs associated with repair or maintenance of the existing platforms. Third-party costs incurred in the application development stage are capitalized and amortized over the estimated useful life. |
General and Administrative Expenses | (bb) General and Administrative Expenses General and administrative expenses mainly consist of payroll and related costs for employees involved in general corporate functions, including accounting, finance, tax, legal and human resources, professional fees, credit loss and other general corporate expenses as well as costs associated with the use by these functions of facilities and equipment, such as depreciation and operating lease costs. |
Share-based Compensation | (cc) Share-based Compensation The Company periodically grants share-based awards, including but not limited to, restricted shares and share options to eligible employees and directors. Share-based awards granted to the employees before the Group’s IPO are subject to service and performance conditions, and are measured at the grant date fair value of the awards using the graded vesting method, net of estimated forfeitures, if and when the Company considers that it is probable that the performance condition will be achieved. Share-based awards granted to the employees after the Group’s IPO are subject to service conditions, and are measured at the grant date fair value of the awards using straight line method, net of estimated forfeitures. A change in any of the terms or conditions of share-based awards is accounted for as a modification of the awards. The Group calculates incremental compensation cost of a modification as the excess of the fair value of the modified awards over the fair value of the original awards immediately before its terms are modified at the modification date. For vested awards, the Group recognizes incremental compensation cost in the period the modification occurs. For awards not being fully vested, the Group recognizes the sum of the incremental compensation cost and the remaining unrecognized compensation cost for the original awards over the remaining requisite service period after modification. Share-based compensation in relation to the restricted shares is measured based on the fair market value of the Company’s ordinary shares at the grant date of the award. Prior to IPO, estimation of the fair value of the Company’s ordinary shares involves significant assumptions that might not be observable in the market, and a number of complex and subjective variables, including discount rate, and subjective judgments regarding the Company’s projected financial and operating results, its unique business risks, the liquidity of its ordinary shares and its operating history and prospects at the time the grants are made. Share-based compensation in relation to the share options is estimated using the Binominal Option Pricing Model. The determination of the fair value of share options is affected by the share price of the Company’s ordinary shares as well as the assumptions regarding a number of complex and subjective variables, including the expected share price volatility, risk-free interest rate, exercise multiple and expected dividend yield. The fair value of these awards was determined with the assistance from a valuation report prepared by an independent valuation firm using management’s estimates and assumptions. |
Employee Benefits | (dd) Employee Benefits The Company’s subsidiaries, the VIEs and the VIEs’ subsidiaries in China participate in a government mandated, multi employer, defined contribution plan, pursuant to which certain retirement, medical, housing and other welfare benefits are provided to employees. PRC labor laws require the entities incorporated in China to pay to the local labor bureau a monthly contribution calculated at a stated contribution rate on the monthly basic compensation of qualified employees. For its employees in the PRC, the Group has participated in defined contribution benefit plans and social insurance plans organized by the relevant local governmental authorities. For its employee in Hong Kong, the Group participates in the mandatory provident fund scheme with contributions calculated in accordance with the provisions under the Mandatory Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong). The Group has no further commitments beyond its monthly contribution. Employee social benefits included as expenses in the accompanying consolidated statements of comprehensive income (loss) amounted to RMB75,922, RMB43,747 and RMB40,683 for the years ended December 31, 2019, 2020 and 2021, respectively. |
Subsidy Income | (ee) Subsidy Income Subsidy income represent amounts granted by local government authorities as an incentive for companies to promote and develop. Subsidy income received by the Group were nonrefundable and were for the purpose of giving immediate incentive with no future costs or obligations are recognized as others in the accompanying consolidated statements of comprehensive income (loss) amounted to RMB54,751, RMB24,324 and RMB20,260 in the Company’s consolidated statements of comprehensive income (loss) for the years ended December 31, 2019, 2020 and 2021, respectively. |
Taxation | (ff) Taxation Income Tax Current income taxes are provided on the basis of income (loss) for financial reporting purposes, and adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions. Deferred income taxes are provided using the liability method. Under this method, deferred tax assets and liabilities are recognized for the tax effects of temporary differences and are determined by applying enacted statutory tax rates that will be in effect in the period in which the temporary differences are expected to reverse to the temporary differences between the financial statements’ carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to reduce the amount of deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes arising from a change in tax rates is recognized in the consolidated statements of comprehensive income (loss) in the period of change. Uncertain tax positions In order to assess uncertain tax positions, the Group applies a more likely than not threshold and a two-step approach for the tax position measurement and financial statement recognition. Under the two-step approach, the first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. The Group recognizes interest and penalties, if any, under other current liabilities on its consolidated balance sheet and under other expenses in its consolidated statement of operations and comprehensive income (loss). The Group did not have any significant unrecognized uncertain tax positions as of and for the years ended December 31, 2019, 2020 and 2021, respectively. |
Disposal of Subsidiary | (gg) Disposal of Subsidiary The Group accounts for the disposal of a subsidiary when it ceases to control the subsidiary’s assets and liabilities. A gain or loss is recognized and measured as the difference between the fair value of consideration received or to be received and the value of assets, liabilities and equity components de-recognized, related to that subsidiary when deconsolidated. |
Redeemable Non-controlling Interest | (hh) Redeemable Non-controlling Interest The redeemable non-controlling interest was recorded outside of permanent equity on the consolidated balance sheets and initially recorded at the carrying value. The redeemable non-controlling interest is carried at the expected redemption value. |
Treasury Shares | (ii) Treasury Shares Treasury shares represents ordinary shares repurchased by the Group that are no longer outstanding and are held by the Group. The repurchase of ordinary shares is accounted for under the cost method whereby the entire cost of the acquired share is recorded as treasury share. |
Net income (loss) per Share | (jj) Net income (loss) per Share Basic net income (loss) per Class A and Class B share is computed by dividing net income (loss) attributable to holders of Class A and Class B ordinary shares, considering the accretions to redemption value of the preferred shares and accretions to redemption value of the redeemable non-controlling interest, by the weighted average number of Class A and Class B ordinary shares outstanding during the year using the two-class method. Under the two-class method, any net income (loss) is allocated between Class A and Class B ordinary shares and other participating securities based on their participating rights. Diluted net income (loss) per share is calculated by dividing net income (loss) attributable to Class A and Class B ordinary shareholders, as adjusted for the accretion and allocation of net income (loss) related to the preferred shares and accretion related to redeemable non-controlling interest, if any, by the weighted average number of Class A and Class B ordinary and dilutive ordinary equivalent shares outstanding during the year. Ordinary equivalent shares consist of shares issuable upon the conversion of the preferred shares and convertible note, exercise of the warrant using the if-converted method, unvested restricted shares and Class A ordinary shares issuable upon the exercise of outstanding share option (using the treasury stock method). Ordinary equivalent shares are not included in the denominator of the diluted net income (loss) per share calculation when inclusion of such shares would be anti-dilutive. |
Statutory Reserves | (kk) Statutory Reserves The Group’s subsidiaries, VIEs and VIEs’ subsidiaries established in the PRC are required to make appropriations to certain non-distributable reserve funds. In accordance with the laws applicable to the Foreign Investment Enterprises established in the PRC, the Group’s subsidiaries registered as wholly foreign owned enterprise have to make appropriations from their after-tax profits (as determined under generally accepted accounting principles in the PRC (“PRC GAAP”)) to non-distributable reserve funds including general reserve fund, enterprise expansion fund and staff bonus and welfare fund. The appropriation to the general reserve fund must be at least 10% of the after-tax profits calculated in accordance with PRC GAAP. Appropriation is not required if the general reserve fund has reached 50% of the registered capital of the company. Appropriations to the enterprise expansion fund and staff bonus and welfare fund are made at the respective company’s discretion. In addition, in accordance with the PRC Company Laws, the Group’s VIE and VIE’s subsidiaries, registered as Chinese domestic companies, must make appropriations from their after-tax profits as determined under the PRC GAAP to non-distributable reserve funds including statutory surplus fund and discretionary surplus fund. The appropriation to the statutory surplus fund must be 10% of the after-tax profits as determined under PRC GAAP. Appropriation is not required if the statutory surplus fund has reached 50% of the registered capital of the company. Appropriation to the discretionary surplus fund is made at the discretion of the company. 2. Summary of Significant Accounting Policies (Continued ) The general reserve fund, enterprise expansion fund, statutory surplus fund and discretionary surplus fund are restricted for use. They may only be applied to offset losses or increase the registered capital of the respective company. The staff bonus and welfare fund is liability in nature and is restricted to make payment of special bonuses to employees and for the collective welfare of employees. None of these reserves is allowed to be transferred to the Company by way of cash dividends, loans or advances, nor can they be distributed except under liquidation. For the years ended December 31, 2019, 2020 and 2021, appropriations of RMB908, RMB1,394 and RMB5,877, respectively, were made to the statutory reserve by the Group’s wholly foreign owned PRC subsidiaries, VIEs and VIEs’ subsidiaries. |
Segment Reporting | (ll) Segment Reporting The Group’s chief operating decision maker has been identified as the Chief Executive Officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Group. For the purpose of internal reporting and management’s operation review, the Company’s Chief Executive Officer and management personnel do not segregate the Company’s business by product or service lines. All product and service categories are viewed as in one and the only operating segment. |
Related parties | (mm) Related parties Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or significant influence. Related parties may be individual or corporation entities. |
Commitments and Contingencies | (nn) Commitments and Contingencies In the normal course of business, the Group is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters, including, among others, government investigations, shareholder lawsuits, and non-income tax matters. An accrual for a loss contingency is recognized when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. If a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed. |
Recently issued Accounting Pronouncements | (oo) Recently issued Accounting Pronouncements In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt – Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718), and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. The Group is currently evaluating the impact of these accounting standard updates on its consolidated financial statements. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which clarifies that an acquirer of a business should recognize and measure contract assets and contract liabilities in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The amendments should be applied prospectively to business combinations occurring on or after the effective date of the amendments, with early adoption permitted. The Group is currently evaluating the impact of these accounting standard updates on its consolidated financial statements. |
Description of Business and O_2
Description of Business and Organization (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Description of Business and Organization | |
Schedule of consolidated assets and liabilities, and consolidated operating results and cash flows information of the Group's VIEs and VIEs' subsidiaries included in the accompanying consolidated financial statements | As of December 31, 2020 2021 RMB RMB Cash and cash equivalents 604,154 152,871 Restricted cash 1,002 14,211 Accounts receivable, net 97,209 6,467 Inventories 3,207,836 2,938,953 Advances to suppliers 312,907 291,892 Prepayments and other current assets 432,970 568,375 Total current assets 4,656,078 3,972,769 Property and equipment, net 50,650 25,269 Restricted cash 3,846 597 Investments in equity investees 16,556 12,538 Deferred tax assets 57,102 222,545 Goodwill 807 807 Operating lease right-of-use assets 102,188 19,284 Other non-current assets 8,600 1,506 Total non-current assets 239,749 282,546 Total assets 4,895,827 4,255,315 Short-term borrowings and current portion of long-term borrowings 191,289 32,941 Accounts payable 174,583 239,404 Amount due to intercompany 3,272,486 3,555,674 Amount due to related parties 62 — Advances from customers 55,002 183,858 Income tax payable 66,813 32,561 Accrued expenses and other current liabilities 623,632 523,599 Deferred revenue 221,595 20,186 Operating lease liabilities 36,919 12,558 Total current liabilities 4,642,381 4,600,781 Operating lease liabilities 69,006 7,539 Total non-current liabilities 69,006 7,539 Total liabilities 4,711,387 4,608,320 For the Year Ended December 31, 2019 2020 2021 RMB RMB RMB Total revenues 6,277,535 5,195,430 2,662,614 Net income (loss) 182,443 (50,327) (525,174) Net cash provided by (used in) operating activities 290,615 (900,928) (29,233) Net cash used in investing activities (51,679) (39) (5,582) Net cash provided by (used in) financing activities 54,452 670,256 (406,518) Effect of exchange rate changes on Cash, cash equivalents and restricted cash — — 10 Net increase (decrease) in cash, cash equivalents and restricted cash 293,388 (230,711) (441,323) Cash, cash equivalents and restricted cash at the beginning of the year 546,325 839,713 609,002 Cash, cash equivalents and restricted cash at the end of the year 839,713 609,002 167,679 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Schedule of estimated useful lives of property and equipment | Category Estimated useful lives Electronic equipment 3 - 5 years Software 10 years Transportation equipment 4 years Office equipment 3 - 5 years Leasehold improvements Shorter of 5 years or lease term |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurement | |
Schedule of reconciliation of the fair value measurements of assets and liabilities using significant unobservable inputs | Contingent Put option consideration Balance as of January 1, 2019 7,898 (15,869) Initial recognition — (697) Payment during the year — 1,344 Total gains/(losses) for the period included in earnings 633 (2,510) Exercised during the year (8,531) — Foreign currency translation — 28 Balance as of December 31, 2019 — (17,704) Payment during the year — 4,043 Total gain for the period included in earnings — 938 Waived on disposal of subsidiaries (Note 17) — 12,445 Foreign currency translation — 278 Balance as of December 31, 2020 and 2021 — — |
Accounts Receivable, net (Table
Accounts Receivable, net (Table) | 12 Months Ended |
Dec. 31, 2021 | |
Accounts Receivable, net | |
Schedule of accounts receivable, net | As of December 31, 2020 2021 RMB RMB Accounts receivable 108,246 26,088 Allowance for doubtful accounts (9,018) (15,606) Accounts receivable, net 99,228 10,482 |
Schedule of movement of the allowance for doubtful accounts | For the year ended December 31, 2019 2020 2021 RMB RMB RMB Balance at the beginning of the year — 7,598 9,018 Charged for the year 7,598 1,420 6,588 Balance at the end of the year 7,598 9,018 15,606 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventories | |
Schedule of inventory | As of December 31, 2020 2021 RMB RMB Inventories 3,383,455 3,558,755 Inventory write-downs (93,651) (563,295) Inventories, net 3,289,804 2,995,460 |
Prepayments and Other Current_2
Prepayments and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Prepayments and Other Current Assets | |
Schedule of prepayments and other current assets | As of December 31, 2020 2021 RMB RMB Receivable from third-party payment platforms 452,927 618,476 Deposits 17,029 62,638 Prepaid expenses 12,796 10,605 Staff advances 2,339 1,773 Receivable from travel agencies 7,898 4,117 Others* 53,815 21,008 Prepayments and Other Current Assets 546,804 718,617 Allowance for doubtful accounts (53,877) (118,201) Prepayments and Other Current Assets, net 492,927 600,416 * Others primarily represent receivable from disposal of a subsidiary, receivable from distributors, deductible input VAT and interest receivable. |
Schedule of movement of the allowance for doubtful accounts | For the year ended December 31, 2019 2020 2021 RMB RMB RMB Beginning balance prior to ASC 326 — 1,133 — Impact of adoption to ASC 326 — 7,757 — Beginning balance — 8,890 53,877 Additions charged to bad debt expense 1,133 82,167 64,324 Write-offs — (37,180) — * Balance at the end of the year 1,133 53,877 118,201 * Write-offs primarily represent long-aged travel-related receivables, which management believes that it is more likely than not that those receivables will not be collectible in the foreseeable future. |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment, net | |
Schedule of property and equipment, net | As of December 31, 2020 2021 RMB RMB Electronic equipment 52,597 50,954 Software 37,763 38,972 Transportation equipment 4,241 4,237 Office equipment 8,021 7,267 Leasehold improvements 61,938 39,001 Total Property and Equipment 164,560 140,431 Accumulated depreciation (91,533) (99,112) Total Property and Equipment, net 73,027 41,319 |
Other Non-current Assets (Table
Other Non-current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Non-current Assets | |
Schedule of other non-current assets | As of December 31, 2020 2021 RMB RMB Rental and other deposits 8,845 1,678 Prepaid expenses 1,373 528 Prepaid land use right — 6,300 Others 599 — Other Non-current Assets 10,817 8,506 |
Short-term Borrowings and Cur_2
Short-term Borrowings and Current Portion of Long-term Borrowings (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Short-term Borrowings and Current Portion of Long-term Borrowings | |
Schedule of short-term borrowings and current portion of long-term borrowings | As of December 31, 2020 2021 RMB RMB Bank loans 146,000 8,441 Other borrowings 29,500 24,500 Current portion of long-term borrowings (Note 13) 15,789 — 191,289 32,941 |
Long-term Borrowings, Excludi_2
Long-term Borrowings, Excluding Current Portion (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Long-term Borrowings, Excluding Current Portion | |
Schedule of long-term borrowings, excluding current portion | As of December 31, 2020 2021 RMB RMB Convertible note 1,128,004 — Other long-term borrowing — 1,348,046 Long-term loans 15,789 — Less: current portion (Note 12) (15,789) — 1,128,004 1,348,046 |
Schedule of principal amount and unamortized discount/premium and debt issuance costs | As of December 31, 2020 2021 RMB RMB Principal amount 1,141,858 — Unamortized debt discount and issuance costs (13,854) — 1,128,004 — |
Schedule of long-term borrowings will be due | Principal amounts RMB 2022 — 2023 — 2024 1,348,046 Total 1,348,046 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Expenses and Other Current Liabilities | |
Schedule of accrued expenses and other current liabilities | As of December 31, 2020 2021 RMB RMB Interest payable (i) 21,053 4,599 Payables to merchants 511,370 428,238 Accrual for salary, bonus and employee benefits 22,211 26,256 Advertising fees payable 19,216 7,122 Accrued expenses 22,008 23,970 Deposits from merchants 50,256 53,373 Other tax payable 95,322 73,029 Others 929 6,888 Accrued Expenses and Other Current Liabilities 742,365 623,475 (i) The balance mainly includes the current portion of interest payable of convertible note (see Note 13). |
Lease (Tables)
Lease (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Lease | |
Summary of supplemental information related to operating leases | As of December 31, 2020 2021 RMB RMB Operating lease ROU assets 105,938 20,809 Operating lease liabilities-current 40,204 13,721 Operating lease liabilities-non-current 70,427 7,946 Total operating lease liabilities 110,631 21,667 Weighted average remaining lease term 2.91 1.97 Weighted average discount rate 11.5 % 9.3 % |
Summary of other supplemental information related to leases | For the year ended December 31, 2020 2021 RMB RMB Operating cash flows for operating leases 56,841 51,933 ROU assets obtained in exchange for new operating lease liabilities 6,274 3,565 |
Summary of maturity of operating lease liabilities | As of December 31, 2021 RMB 2022 15,427 2023 4,924 2024 2,849 2025 763 Total lease payments 23,963 Less: interest (2,296) Present value of operating lease liabilities 21,667 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax | |
Schedule of components of income before income taxes | For the year ended December 31, 2019 2020 2021 RMB RMB RMB Cayman Islands (75,926) (29,736) (119,601) Hong Kong 68,578 (47,456) 5,633 PRC, excluding Hong Kong 179,803 1,930 (618,406) Italy 20,012 (7,104) (1,268) Others 630 1,552 (1,173) 193,097 (80,814) (734,815) |
Schedule of current and deferred portions of income tax (benefits) expenses included in the consolidated statements of comprehensive income | For the Year Ended December 31, 2019 2020 2021 RMB RMB RMB Current tax expenses 87,197 9,073 1,293 Deferred tax benefits (55,771) (2,470) (170,376) Income tax expenses (benefits) 31,426 6,603 (169,083) |
Schedule of reconciliation of income tax rate | For the Year Ended December 31, 2019 2020 2021 RMB RMB RMB Statutory income tax rate 25 % 25 % 25 % Increase (decrease) in effective income tax rate resulting from Entities not subject to income tax 9.83 % (12.32) % (4.07) % Effect of PRC preferential tax rates and tax holiday — (18.79) % 1.24 % Tax rate differential (2.83) % 2.21 % 0.05 % Share-based compensation 1.11 % (2.19) % (0.06) % Non-deductive expense without tax invoice 2.08 % (1.09) % (0.01) % R&D surplus deduction (5.41) % 7.97 % 0.93 % Change in valuation allowance (8.38) % (11.89) % (1.72) % Others (5.12) % 2.93 % 1.65 % Effective income tax rate 16.28 % (8.17) % 23.01 % |
Schedule of deferred tax assets | As of December 31, 2020 2021 RMB RMB Deferred tax assets Inventory write-downs 23,040 140,332 Net operating loss carry forwards 53,115 91,042 Advertisement expenses 1,362 709 Allowance for doubtful accounts 14,983 32,373 Lease liability 26,226 5,064 Valuation allowance (9,604) (22,245) Total deferred tax assets, net 109,122 247,275 Deferred tax liabilities Right of use assets 26,226 5,064 Total deferred tax liabilities 26,226 5,064 Net deferred tax assets 82,896 242,211 Net deferred tax liabilities — — |
Schedule of changes in valuation allowance | For the Year Ended December 31, 2019 2020 2021 RMB RMB RMB Balance at the beginning of the year 19,851 — 9,604 Additions — 9,604 12,641 Reversals (19,851) — — Balance at the end of the year — 9,604 22,245 |
Redeemable Non-controlling In_2
Redeemable Non-controlling Interest (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Redeemable Non-controlling Interest | |
Schedule of redeemable non-controlling interest | For the Year Ended December 31, 2019 2020 2021 RMB RMB RMB Balance as of January 1 7,587 9,337 10,010 Cumulative effect of adopting ASU 2016-13 — (14) — Gain (loss) 1,120 1,165 (120) Accretion of redeemable non-controlling interest 629 500 500 Foreign currency translation adjustment, net of nil income taxes 1 (978) (90) Balance as of December 31 9,337 10,010 10,300 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation | |
Schedule of stock options activity | Weighted Weighted average average Aggregate exercise remaining intrinsic Number of price contractual value shares US$ term US$ Outstanding as of January 1, 2021 1,135,317 0.001 Granted 20,000 0.001 Forfeited (28,927) 0.001 Outstanding as of December 31, 2021 1,126,390 0.001 4.81 1,080 Vested and expected to vest as of December 31, 2021 1,117,669 0.001 4.78 1,072 Exercisable as of December 31, 2021 1,102,365 0.001 4.72 1,057 |
Schedule of stock options, valuation assumption | 2019 2020 2021 Expected volatility 48.70% ~ 52.67% 52.70% ~ 68.78% 65.96% Risk-free interest rate (per annum) 1.58% ~ 2.41% 0.16% ~ 0.23% 0.25% Exercise multiple 2.2 2.2 2.2 Expected dividend yield 0% 0% 0% Expected term (in years) 10 10 10 Fair value of the underlying shares on the date of option grants (per share) US $11.779 ~ 17.519 US $6.459 ~ 7.519 US $4.92 |
Schedule of allocation of share based compensation expense | For the years ended December 31, 2019 2020 2021 Fulfillment expenses 283 429 159 Marketing expenses 4,627 4,859 1,289 Technology and content development expenses 424 364 (11) General and administrative expenses 3,469 2,509 849 Total share-based compensation expense 8,803 8,161 2,286 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue | |
Schedule of revenues from different product groups and services | For the Year Ended December 31, 2019 2020 2021 RMB RMB RMB Merchandise sales Watches 1,218,573 1,034,461 176,958 Bags 1,518,841 1,119,800 400,218 Clothing, Footwear and Accessories 2,444,133 2,044,598 1,651,758 Jewelleries 1,043,535 764,321 320,690 Other products 384,792 827,068 436,420 Total merchandise sales 6,609,874 5,790,248 2,986,044 Marketplace and other services: Marketplace services 182,895 200,051 116,026 Other services 52,811 29,382 29,554 Total marketplace and other services: 235,706 229,433 145,580 Total revenues 6,845,580 6,019,681 3,131,624 |
Schedule of Group's revenues from geographic areas | For the Year Ended December 31, 2019 2020 2021 RMB RMB RMB PRC, excluding Hong Kong 5,880,969 5,220,524 2,738,637 Hong Kong 952,508 789,667 387,163 Others 12,103 9,490 5,824 Total revenues 6,845,580 6,019,681 3,131,624 |
Net income (loss) per Share (Ta
Net income (loss) per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Net income/(loss) per Share | |
Schedule of net income per share | For the Year Ended December 31, 2019 2020 2021 RMB RMB RMB Numerator: Net income (loss) attributable to Secoo Holding Limited 155,052 (71,864) (565,253) Accretion to redeemable non-controlling interest redemption value (629) (500) (500) Numerator for basic and diluted net income (loss) per share calculation 154,423 (72,364) (565,753) Denominator: Weighted average number of ordinary shares 25,122,199 30,629,608 35,326,281 Denominator for basic net income (loss) per share calculation 25,122,199 30,629,608 35,326,281 Adjustment for diluted stock options 1,098,905 — — Denominator for diluted net income (loss) per share calculation 26,221,104 30,629,608 35,326,281 Net income (loss) per ordinary share — Basic 6.15 (2.36) (16.02) — Diluted 5.89 (2.36) (16.02) |
Schedule of anti dilutive securities | For the Year Ended December 31, 2019 2020 2021 Convertible note and warrant 6,980,769 6,980,769 4,207,587 |
Segment information (Tables)
Segment information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment information | |
Summary of long-lived assets from geographic areas | As of December 31, 2020 2021 RMB RMB PRC, excluding Hong Kong 181,075 67,184 Hong Kong 5,526 2,458 Others 3,988 1,799 Total long-lived assets 190,589 71,441 |
Parent Company Only Condensed_2
Parent Company Only Condensed Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Parent Company Only Condensed Financial Information | |
Condensed balance sheets | As of December 31, 2020 2021 RMB RMB Assets Current assets Cash 759 22 Prepayments and other current assets 3,524 5,137 Total current assets 4,283 5,159 Non-current assets Investments in subsidiaries 3,532,139 3,112,217 Investment in equity investees 40,633 15,939 Other non-current assets 1,373 528 Total non-current assets 3,574,145 3,128,684 Total assets 3,578,428 3,133,843 LIABILITIES Current liabilities Accrued expenses and other current liabilities 21,472 4,461 Income tax payable 743 744 Total current liabilities 22,215 5,205 Non-current liabilities Long-term borrowings 1,128,004 1,348,046 Long-term liabilities 109,493 — Total non-current liabilities 1,237,497 1,348,046 Total liabilities 1,259,712 1,353,251 Shareholders’ Equity Class A ordinary shares (US $0.001 par value, 150,000,000 shares authorized including Class A shares and Class B shares, 29,272,306 shares issued and 28,754,852 shares outstanding as of December 31, 2020 and 2021) 198 198 Class B ordinary shares (US $0.001 par value, 150,000,000 shares authorized including Class A shares and Class B shares, 6,571,429 shares issued and outstanding as of December 31, 2020 and 2021; each Class B ordinary shares is convertible into one Class A ordinary share) 41 41 Treasury shares ( 517,454 Class A ordinary shares as of December 31, 2020 and 2021, at cost) (71,018) (71,018) Additional paid-in capital 3,560,008 3,558,821 Accumulated losses (1,206,436) (1,772,189) Other comprehensive income 35,923 64,739 Total shareholders’ equity 2,318,716 1,780,592 Total liabilities and shareholders’ equity 3,578,428 3,133,843 |
Condensed statements of comprehensive income (loss) | For the Year Ended December 31, 2019 2020 2021 RMB RMB RMB Operating expenses (8,010) (10,140) (35,522) Loss from operations (8,010) (10,140) (35,522) Other income (expenses): Interest income 18,154 90,197 46,382 Interest expenses (111,033) (117,149) (131,694) Change in fair value of financial instruments 23,226 — — Others 1,737 1,314 1,233 Share of income (loss) from subsidiaries 230,349 (34,064) (445,408) Income (loss) before income tax 154,423 (69,842) (565,009) Income tax expenses — (2,522) (744) Net income (loss) 154,423 (72,364) (565,753) Net income (loss) attributable to ordinary shareholders of Secoo Holding Limited 154,423 (72,364) (565,753) Other comprehensive (loss) income Foreign currency translation adjustments (20,127) 62,423 28,816 Total other comprehensive (loss) income, net of tax (20,127) 62,423 28,816 Comprehensive income (loss) 134,296 (9,941) (536,937) |
Condensed statements of cash flows | For the Year Ended December 31, 2019 2020 2021 RMB RMB RMB Net cash used in operating activities (44,418) (57,727) (728) Net cash used in investing activities (118,794) (625,722) — Net cash provided by financing activities — 703,774 — Effect of exchange rate changes on cash 775 (19,658) (9) Net (decrease) increase in cash (162,437) 667 (737) Cash at the beginning of the year 162,529 92 759 Cash at the end of the year 92 759 22 |
Description of Business and O_3
Description of Business and Organization (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2021CNY (¥) | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 08, 2021USD ($) | Aug. 08, 2018CNY (¥) | Aug. 08, 2018USD ($) | |
Related Party Transactions | ||||||
Aggregate of interest-free loans | $ 175,000 | ¥ 1,195,478 | $ 175,000 | |||
Voting rights hold (as a percent) | 85.00% | 86.30% | 91.70% | |||
VIEs | Mr. Richard Rixue Li | ||||||
Related Party Transactions | ||||||
Voting rights hold (as a percent) | 82.00% | |||||
VIEs | Ms. Zhaohui Huang | ||||||
Related Party Transactions | ||||||
Voting rights hold (as a percent) | 0.20% | |||||
Interest-free loans to shareholders of Beijing Auction | ||||||
Related Party Transactions | ||||||
Aggregate of interest-free loans | ¥ 1,000 | |||||
Term of loan | 10 years | |||||
Exclusive Business Cooperation Agreement | ||||||
Related Party Transactions | ||||||
Term of agreement | 10 years | |||||
Equity Pledge Agreement | ||||||
Related Party Transactions | ||||||
Term of agreement | 10 years | |||||
Exclusive Option to Purchase Agreement | ||||||
Related Party Transactions | ||||||
Term of agreement | 10 years | |||||
Exclusive Option to Purchase Intellectual Properties Agreement | ||||||
Related Party Transactions | ||||||
Term of agreement | 10 years | |||||
Renewable term of agreement | 10 years |
Description of Business and O_4
Description of Business and Organization - Consolidated assets and liabilities of Group VIEs (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) |
Variable interest entity | ||||
Cash and cash equivalents | ¥ 156,108 | $ 24,497 | ¥ 639,932 | ¥ 709,823 |
Restricted cash | 14,211 | 2,230 | 85,826 | ¥ 240,741 |
Accounts receivable, net | 10,482 | 1,645 | 99,228 | |
Inventories | 2,995,460 | 470,052 | 3,289,804 | |
Advances to suppliers | 351,475 | 55,154 | 400,186 | |
Prepayments and other current assets | 600,416 | 94,218 | 492,927 | |
Total current assets | 4,128,152 | 647,796 | 5,007,903 | |
Property and equipment, net | 41,319 | 6,484 | 73,027 | |
Investment in equity investee | 28,477 | 4,469 | 57,189 | |
Deferred tax assets | 242,211 | 38,007 | 82,896 | |
Goodwill | 807 | 127 | 807 | |
Operating lease right-of-use assets | 20,809 | 3,265 | 105,938 | |
Other non-current assets | 8,506 | 1,335 | 10,817 | |
Total non-current assets | 342,726 | 53,781 | 334,520 | |
Total assets | 4,470,878 | 701,577 | 5,342,423 | |
Short-term borrowings and current portion of long-term borrowings | 32,941 | 5,169 | 191,289 | |
Accounts payable | 409,519 | 64,262 | 348,154 | |
Advances from customers | 197,076 | 30,926 | 96,134 | |
Income tax payable | 38,337 | 6,016 | 77,361 | |
Accrued expenses and other current liabilities | 623,475 | 97,836 | 742,365 | |
Deferred revenue | 20,186 | 3,168 | 221,704 | |
Operating lease liabilities-current | 13,721 | 2,153 | 40,204 | |
Total current liabilities | 1,335,255 | 209,530 | 1,717,273 | |
Long-term borrowings | 1,348,046 | 211,538 | 1,128,004 | |
Operating lease liabilities | 7,946 | 1,247 | 70,427 | |
Long-term liabilities | 109,493 | |||
Total non-current liabilities | 1,355,992 | 212,785 | 1,307,924 | |
Total liabilities | 2,691,247 | $ 422,315 | 3,025,197 | |
VIEs | ||||
Variable interest entity | ||||
Cash and cash equivalents | 152,871 | 604,154 | ||
Restricted cash | 14,211 | 1,002 | ||
Accounts receivable, net | 6,467 | 97,209 | ||
Inventories | 2,938,953 | 3,207,836 | ||
Advances to suppliers | 291,892 | 312,907 | ||
Prepayments and other current assets | 568,375 | 432,970 | ||
Total current assets | 3,972,769 | 4,656,078 | ||
Property and equipment, net | 25,269 | 50,650 | ||
Restricted cash | 597 | 3,846 | ||
Investment in equity investee | 12,538 | 16,556 | ||
Deferred tax assets | 222,545 | 57,102 | ||
Goodwill | 807 | 807 | ||
Operating lease right-of-use assets | 19,284 | 102,188 | ||
Other non-current assets | 1,506 | 8,600 | ||
Total non-current assets | 282,546 | 239,749 | ||
Total assets | 4,255,315 | 4,895,827 | ||
Short-term borrowings and current portion of long-term borrowings | 32,941 | 191,289 | ||
Accounts payable | 239,404 | 174,583 | ||
Amount due to intercompany | 3,555,674 | 3,272,486 | ||
Amount due to related parties | 62 | |||
Advances from customers | 183,858 | 55,002 | ||
Income tax payable | 32,561 | 66,813 | ||
Accrued expenses and other current liabilities | 523,599 | 623,632 | ||
Deferred revenue | 20,186 | 221,595 | ||
Operating lease liabilities-current | 12,558 | 36,919 | ||
Total current liabilities | 4,600,781 | 4,642,381 | ||
Operating lease liabilities | 7,539 | 69,006 | ||
Total non-current liabilities | 7,539 | 69,006 | ||
Total liabilities | ¥ 4,608,320 | ¥ 4,711,387 |
Description of Business and O_5
Description of Business and Organization - Consolidated operating results and cash flows of Group VIEs (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | |
Variable interest entity | ||||
Total revenues | ¥ 3,131,624 | $ 491,420 | ¥ 6,019,681 | ¥ 6,845,580 |
Net income (loss) | (565,732) | (88,776) | (87,417) | 161,671 |
Net cash provided by (used in) operating activities | (381,461) | (59,860) | (901,888) | (244,322) |
Net cash used in investing activities | (14,156) | (2,221) | (337) | 16,565 |
Net cash provided by (used in) financing activities | (158,410) | (24,858) | 705,483 | 54,354 |
Effect of exchange rate changes on Cash, cash equivalents and restricted cash | (4,661) | (731) | (27,790) | 1,132 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (558,688) | (87,670) | (224,532) | (172,271) |
Cash, cash equivalents and restricted cash at the beginning of the year | 729,604 | 114,491 | 954,136 | 1,126,407 |
Cash, cash equivalents and restricted cash at the end of the year | 170,916 | $ 26,821 | 729,604 | 954,136 |
VIEs | ||||
Variable interest entity | ||||
Total revenues | 2,662,614 | 5,195,430 | 6,277,535 | |
Net income (loss) | (525,174) | (50,327) | 182,443 | |
Net cash provided by (used in) operating activities | (29,233) | (900,928) | 290,615 | |
Net cash used in investing activities | (5,582) | (39) | (51,679) | |
Net cash provided by (used in) financing activities | (406,518) | 670,256 | 54,452 | |
Effect of exchange rate changes on Cash, cash equivalents and restricted cash | 10 | |||
Net increase (decrease) in cash, cash equivalents and restricted cash | (441,323) | (230,711) | 293,388 | |
Cash, cash equivalents and restricted cash at the beginning of the year | 609,002 | 839,713 | 546,325 | |
Cash, cash equivalents and restricted cash at the end of the year | ¥ 167,679 | ¥ 609,002 | ¥ 839,713 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Liquidity (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||||||||
Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | Dec. 31, 2021USD ($) | Aug. 08, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2018CNY (¥) | Aug. 08, 2018CNY (¥) | Aug. 08, 2018USD ($) | |
Summary of Significant Accounting Policies | ||||||||||
Net loss | ¥ 565,732 | $ 88,776 | ¥ 87,417 | ¥ (161,671) | ||||||
Cash flows from operating activities | (381,461) | (59,860) | (901,888) | (244,322) | ||||||
Cash flow providing by financing activities | 158,410 | $ 24,858 | (705,483) | (54,354) | ||||||
Cash | 170,916 | 729,604 | ¥ 954,136 | $ 26,821 | $ 114,491 | ¥ 1,126,407 | ||||
Working capital | 2,792,897 | |||||||||
Accumulated deficit | ¥ (1,772,189) | ¥ (1,206,436) | $ (278,096) | |||||||
Principal amount | $ 175,000 | ¥ 1,195,478 | $ 175,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Foreign Currency, Convenience Translation, Restricted Cash and Accounts Receivable (Details) | Dec. 31, 2021$ / ¥ |
Convenience Translation | |
Convenience translation rate (RMB to USD) | 6.3726 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment, net | |
Residual value (as a percentage) | 5.00% |
Software | |
Property and Equipment, net | |
Estimated useful lives | 10 years |
Transportation equipment | |
Property and Equipment, net | |
Estimated useful lives | 4 years |
Leasehold improvements | |
Property and Equipment, net | |
Estimated useful lives | 5 years |
Minimum | Electronic equipment | |
Property and Equipment, net | |
Estimated useful lives | 3 |
Minimum | Office equipment | |
Property and Equipment, net | |
Estimated useful lives | 3 |
Maximum | Electronic equipment | |
Property and Equipment, net | |
Estimated useful lives | 5 |
Maximum | Office equipment | |
Property and Equipment, net | |
Estimated useful lives | 5 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Impairment of Long-lived Assets and Value added taxes (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2019 | Apr. 30, 2018 | Mar. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Impairment of Long-lived Assets | ||||||
Impairment of long-lived assets | ¥ 0 | ¥ 0 | ¥ 0 | |||
Second-hand merchandise | ||||||
Value added taxes | ||||||
Value added tax (VAT), one (as a percent) | 2.00% | |||||
Value added tax (VAT), two (as a percent) | 3.00% | |||||
Brand new merchandise | ||||||
Value added taxes | ||||||
Rate of VAT levied on PRC subsidiaries of the company (as a percent) | 13.00% | 17.00% | 16.00% | |||
Service revenue | ||||||
Value added taxes | ||||||
Rate of VAT levied on PRC subsidiaries of the company (as a percent) | 6.00% |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Additional Information (Details) ¥ in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2020 | Dec. 31, 2020CNY (¥) | Dec. 31, 2021CNY (¥)segment | Dec. 31, 2021USD ($)segment | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2018CNY (¥) | |
Cumulative effect of adopting ASU 2016-13 | ¥ 2,307,216 | ¥ 1,769,331 | ¥ 2,307,216 | ¥ 1,652,447 | $ 277,646 | ¥ 1,501,926 | |||
Investment | |||||||||
Impairment for Equity Investees | 26,275 | $ 4,123 | 0 | 0 | |||||
Fair Value | |||||||||
Fair value of the bifurcated derivative from convertible note | ¥ 0 | 0 | 0 | ||||||
Revenue | |||||||||
Revenue | 3,131,624 | $ 491,420 | 6,019,681 | 6,845,580 | |||||
Revenue recognized from opening balance of deferred revenue | 220,496 | 96,779 | 54,948 | ||||||
Customer Loyalty Program | |||||||||
Maximum Customer Loyalty amount redeemable (as a Percentage) | 100.00% | 30.00% | |||||||
Fulfillment Expenses | |||||||||
Shipping costs included in fulfillment expenses | 29,083 | 51,730 | 63,247 | ||||||
Marketing Expenses | |||||||||
Advertising expenses | 86,714 | 119,881 | 183,744 | ||||||
Employee Benefits | |||||||||
Employee social benefits included as expenses | 40,683 | 43,747 | 75,922 | ||||||
Subsidy income | |||||||||
Subsidy income | ¥ 20,260 | 24,324 | 54,751 | ||||||
Segment Reporting | |||||||||
Number of operating segments | segment | 1 | 1 | |||||||
Accounts Receivable, net | |||||||||
Allowance for Doubtful Accounts Receivable | ¥ 9,018 | ¥ 15,606 | 9,018 | 7,598 | |||||
Accounts receivables | 87,160 | ||||||||
Inventories | |||||||||
Inventory write downs | ¥ 469,644 | $ 73,697 | ¥ 64,245 | ¥ 14,273 | |||||
Effective Income Tax Rate Reconciliation, Percent | 23.01% | 23.01% | (8.17%) | 16.28% | |||||
Minimum | |||||||||
Inventories | |||||||||
Effective Income Tax Rate Reconciliation, Percent | 50.00% | 50.00% | |||||||
Sales return allowances | |||||||||
Revenue | |||||||||
Revenue | ¥ 117 | ¥ 2,345 | |||||||
Level 3 | |||||||||
Fair Value | |||||||||
Fair values of the convertible note | 1,302,416 | 0 | 1,302,416 | $ 199,604 | |||||
Cumulative effect adoption adjustment | |||||||||
Cumulative effect of adopting ASU 2016-13 | ¥ (7,743) | ¥ 7,742 | ¥ (7,743) |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Statutory Reserves (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statutory Reserves | |||
Portion of after-tax profit to be allocated to general reserve fund under PRC law (as a percent) | 10.00% | ||
Required general reserve fund /registered capital ratio to de-force compulsory net profit allocation to general reserve (as a percent) | 50.00% | ||
Portion of after-tax profit to be allocated to statutory surplus fund under PRC law (as a percent) | 10.00% | ||
Required statutory surplus fund/registered capital ratio to de-force compulsory net profit allocation to statutory surplus fund (as a percent) | 50.00% | ||
Appropriation made to general reserve fund | ¥ 5,877 | ¥ 1,394 | ¥ 908 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Lease (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) |
Summary of Significant Accounting Policies | |||
Operating lease right-of-use assets | ¥ 20,809 | $ 3,265 | ¥ 105,938 |
Operating lease liabilities | 21,667 | 110,631 | |
Operating lease liabilities-current | 13,721 | 2,153 | 40,204 |
Operating lease liabilities-non-current | ¥ 7,946 | $ 1,247 | ¥ 70,427 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Recently issued Accounting Pronouncements (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) |
Leases | |||
Operating lease right-of-use assets | ¥ 20,809 | $ 3,265 | ¥ 105,938 |
Operating lease liabilities | ¥ 21,667 | ¥ 110,631 |
Concentration and Risk (Details
Concentration and Risk (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2020USD ($) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) | |
Concentration of risk | ||||||
Cash, cash equivalents and restricted cash | ¥ 170,916 | $ 26,821 | ¥ 729,604 | $ 114,491 | ¥ 954,136 | ¥ 1,126,407 |
Minimum | ||||||
Concentration of risk | ||||||
Customers instalment period | 3 months | |||||
Maximum | ||||||
Concentration of risk | ||||||
Customers instalment period | 12 months | |||||
Concentrations of credit risk | cash and cash equivalents | PRC, excluding Hong Kong | ||||||
Concentration of risk | ||||||
Cash, cash equivalents and restricted cash | ¥ 168,492 | ¥ 700,530 | ||||
Concentrations of credit risk | cash and cash equivalents | Hong Kong | ||||||
Concentration of risk | ||||||
Cash, cash equivalents and restricted cash | 2,292 | 21,593 | ||||
Concentration of foreign currency risks | cash and cash equivalents | RMB | ||||||
Concentration of risk | ||||||
Cash and time deposits | ¥ 168,163 | ¥ 612,888 |
Fair Value Measurement - Reconc
Fair Value Measurement - Reconciliation of the fair value measurements of assets and liabilities using significant unobservable inputs (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | 24 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | |
Put option | |||
Balance at beginning of year | ¥ 7,898 | ||
Total gains/(losses) for the period included in earnings | 633 | ||
Exercised during the year | (8,531) | ||
Contingent consideration | |||
Balance at beginning of year | ¥ (17,704) | (15,869) | ¥ (17,704) |
Initial recognition | (697) | ||
Payment during the year | 4,043 | 1,344 | |
Total gains/(losses) for the period included in earnings | ¥ 938 | (2,510) | |
Waived on disposal of subsidiaries (Note 17) | 12,445 | ||
Foreign currency translation | 28 | 278 | |
Balance at end of Year | ¥ (17,704) | ¥ 0 |
Fair Value Measurement - Level
Fair Value Measurement - Level 3 Inputs (Details) ¥ in Thousands | Apr. 17, 2019CNY (¥) | Dec. 31, 2021CNY (¥) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018 |
Quantitative information about Level 3 fair value measurements | |||||
Impairment recognized | ¥ 0 | ¥ 0 | ¥ 0 | ||
Realized gain on exercise of put option | ¥ 633 | ||||
Annualized interest | |||||
Quantitative information about Level 3 fair value measurements | |||||
Put option | 7.5 | ||||
Level 3 | Black - Scholes pricing model | Annual risk free rate | |||||
Quantitative information about Level 3 fair value measurements | |||||
Put option | 5.25 | ||||
Level 3 | Black - Scholes pricing model | Dividend yield | |||||
Quantitative information about Level 3 fair value measurements | |||||
Put option | 0 | ||||
Level 3 | Black - Scholes pricing model | Volatility | |||||
Quantitative information about Level 3 fair value measurements | |||||
Put option | 41 |
Business Acquisition (Details)
Business Acquisition (Details) ¥ in Thousands, $ in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||||||
Mar. 31, 2019CNY (¥) | Mar. 31, 2019HKD ($) | Oct. 31, 2018CNY (¥)installment | Oct. 31, 2018HKD ($)installment | Dec. 31, 2021CNY (¥) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) | Dec. 31, 2018HKD ($) | Dec. 31, 2021USD ($) | Oct. 01, 2020 | Jul. 01, 2020CNY (¥) | Jul. 01, 2020HKD ($) | |
Business Acquisition | |||||||||||||
Goodwill | ¥ 807 | ¥ 807 | $ 127 | ||||||||||
Wang Pok | |||||||||||||
Business Acquisition | |||||||||||||
Equity interest acquired (in percentage) | 51.00% | 51.00% | |||||||||||
Total consideration | ¥ 22,636 | $ 25,500 | 4,043 | ¥ 1,344 | |||||||||
First payment | ¥ 2,264 | $ 2,550 | |||||||||||
Number of installments | installment | 3 | 3 | |||||||||||
Installment amount | ¥ 20,372 | $ 22,950 | |||||||||||
Fair value of consideration | ¥ 18,238 | ||||||||||||
Consideration paid | ¥ 2,264 | ||||||||||||
Disposal of equity interest ( as a percentage) | 51.00% | ||||||||||||
Wang Pok and E-GO | |||||||||||||
Business Acquisition | |||||||||||||
Changes in fair value of contingent consideration | 0 | (938) | ¥ (2,510) | ||||||||||
Goodwill | ¥ 2,825 | ¥ 20,413 | |||||||||||
E-GO | |||||||||||||
Business Acquisition | |||||||||||||
Equity interest acquired (in percentage) | 51.00% | 51.00% | |||||||||||
First payment | ¥ 2,016 | $ 2,365 | |||||||||||
Number of installments | 3 | 3 | |||||||||||
Installment amount | ¥ 14,083 | $ 16,524 | |||||||||||
Consideration paid | 2,713 | 3,183 | ¥ 2,016 | $ 2,365 | |||||||||
Disposal of equity interest ( as a percentage) | 51.00% | 51.00% | |||||||||||
Cash consideration | ¥ 2,143 | $ 2,346 | |||||||||||
E-GO | Maximum | |||||||||||||
Business Acquisition | |||||||||||||
Total consideration | ¥ 16,099 | $ 18,889 |
Investments - Investment securi
Investments - Investment securities (Details) ¥ in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Dec. 31, 2020CNY (¥) | Aug. 31, 2019CNY (¥) | Aug. 31, 2019USD ($) | Mar. 31, 2018CNY (¥)shares | Mar. 31, 2018USD ($)shares | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) | |
Investment securities | |||||||
Total consideration | ¥ 2,375 | ||||||
Singapore listed company | |||||||
Investment securities | |||||||
Number of ordinary shares subscribed | shares | 8,000,000 | 8,000,000 | |||||
Gain (loss) on sale of shares | ¥ 231 | ||||||
Total consideration | ¥ 31,393 | $ 5,000 | |||||
Unrealized loss | ¥ 511 | ||||||
9F Inc | |||||||
Investment securities | |||||||
Gain (loss) on sale of shares | ¥ (132) | ||||||
Total consideration | ¥ 2,375 | $ 333 | |||||
Unrealized loss | ¥ 57 |
Investments - Equity Method Inv
Investments - Equity Method Investments (Details) ¥ in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Jan. 31, 2020CNY (¥) | Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | Dec. 31, 2021USD ($) | Apr. 26, 2019CNY (¥) | |
Schedule of Equity Method Investments [Line Items] | |||||||
Investments accounted under equity method | ¥ 2,187 | ¥ 5,057 | |||||
Investment in equity investee | 28,477 | 57,189 | $ 4,469 | ||||
Share of losses on investment in equity investees | 70 | $ 11 | 119 | ¥ 762 | |||
Impairment on equity method investments | 0 | 0 | ¥ 0 | ||||
Consideration for disposal of equity investee | ¥ 12,000 | ||||||
Jiangsu Zhongfu Duty Free Co., Ltd. ("Zhongfu") | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Investment in equity investee | ¥ 10,921 | ||||||
Disposal of equity investment ( as a percentage) | 20.00% | 20.00% | |||||
Acquisition consideration | ¥ 12,000 | ||||||
Consideration for disposal of equity investee | ¥ 12,000 | ||||||
Gain (loss) on sale of shares | ¥ 1,079 |
Investments - Equity Securities
Investments - Equity Securities without Readily Determinable Fair Values (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||||||||
Dec. 31, 2021CNY (¥) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥)shares | Dec. 31, 2017CNY (¥)shares | Dec. 31, 2021USD ($) | Dec. 31, 2019USD ($) | Jan. 31, 2019CNY (¥)shares | Jan. 31, 2019USD ($)shares | Apr. 30, 2018CNY (¥) | |
Equity Securities without Readily Determinable Fair Value [Line Items] | |||||||||
Investments in equity securities without readily determinable fair values | ¥ 26,290 | ¥ 52,132 | |||||||
Carrying value of investments | 28,477 | 57,189 | $ 4,469 | ||||||
Common stock of Trytry Global inc | |||||||||
Equity Securities without Readily Determinable Fair Value [Line Items] | |||||||||
Equity interest (as a percent) | 14.56% | 14.56% | |||||||
Preference shares of Trytry Global Inc. ("Trytry") | |||||||||
Equity Securities without Readily Determinable Fair Value [Line Items] | |||||||||
Change in fair value of financial instruments | ¥ 22,363 | ||||||||
Seed Round | |||||||||
Equity Securities without Readily Determinable Fair Value [Line Items] | |||||||||
Preference shares acquired/subscribed | shares | 20,000,000 | ||||||||
Acquisition consideration | ¥ 2,000 | ||||||||
A2 Round | |||||||||
Equity Securities without Readily Determinable Fair Value [Line Items] | |||||||||
Preference shares acquired/subscribed | shares | 711,462 | ||||||||
Acquisition consideration | ¥ 2,093 | $ 300 | |||||||
Spring Place | |||||||||
Equity Securities without Readily Determinable Fair Value [Line Items] | |||||||||
Number of ordinary shares subscribed | shares | 44,115 | 44,115 | |||||||
Acquisition consideration | ¥ 17,187 | $ 2,500 | |||||||
Equity interest (as a percent) | 1.37% | 1.37% | |||||||
Impairment on equity securities without readily determinable fair values | 0 | 0 | |||||||
Carrying value of investments | 15,940 | 16,312 | |||||||
Guangyao | |||||||||
Equity Securities without Readily Determinable Fair Value [Line Items] | |||||||||
Acquisition consideration | ¥ 9,500 | ||||||||
Equity interest (as a percent) | 19.00% | ||||||||
Impairment on equity securities without readily determinable fair values | 0 | 0 | ¥ 0 | ||||||
Trytry | |||||||||
Equity Securities without Readily Determinable Fair Value [Line Items] | |||||||||
Investments in equity securities without readily determinable fair values | ¥ 0 | ¥ 26,320 |
Accounts Receivable, net (Detai
Accounts Receivable, net (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts Receivable, net | |||
Accounts receivable | ¥ 26,088 | ¥ 108,246 | |
Allowance for doubtful accounts | (15,606) | (9,018) | ¥ (7,598) |
Accounts receivable, net | ¥ 10,482 | ¥ 99,228 |
Accounts Receivable, net - Move
Accounts Receivable, net - Movement of the allowance for doubtful accounts (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts Receivable, net | |||
Balance at the beginning of the year | ¥ 9,018 | ¥ 7,598 | |
Charged for the year | 6,588 | 1,420 | ¥ 7,598 |
Balance at the end of the year | ¥ 15,606 | ¥ 9,018 | ¥ 7,598 |
Inventories (Details)
Inventories (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) |
Inventories | |||
Inventories | ¥ 3,558,755 | ¥ 3,383,455 | |
Inventory write-downs | (563,295) | (93,651) | |
Inventories, net | 2,995,460 | $ 470,052 | 3,289,804 |
Third party financing | |||
Inventories | |||
Inventories, net | 38,461 | ||
Domestic Bank | Asset pledged as collateral | |||
Inventories | |||
Inventories, net | ¥ 0 | ¥ 260,677 |
Prepayments and Other Current_3
Prepayments and Other Current Assets (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) |
Prepayments and Other Current Assets | |||||
Receivable from third-party payment platforms | ¥ 618,476 | ¥ 452,927 | |||
Deposits | 62,638 | 17,029 | |||
Prepaid expenses | 10,605 | 12,796 | |||
Staff advances | 1,773 | 2,339 | |||
Receivable from travel agencies | 4,117 | 7,898 | |||
Others | 21,008 | 53,815 | |||
Prepayments and Other Current Assets | 718,617 | 546,804 | |||
Allowance for doubtful accounts | (118,201) | (53,877) | ¥ (1,133) | ¥ 0 | |
Prepayments and Other Current Assets, net | ¥ 600,416 | $ 94,218 | ¥ 492,927 |
Prepayments and Other Current_4
Prepayments and Other Current Assets - Allowance for doubtful accounts (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Balance at the beginning of the year | ¥ 53,877 | ¥ 1,133 | ¥ 0 |
Additions charged to bad debt expense | 64,324 | 82,167 | 1,133 |
Write-offs | (37,180) | 0 | |
Balance at the end of the year | 118,201 | 53,877 | 1,133 |
Cumulative effect of adoption adjusted balance | |||
Balance at the beginning of the year | ¥ 53,877 | 8,890 | 0 |
Balance at the end of the year | 53,877 | 8,890 | |
Cumulative effect adoption adjustment | |||
Balance at the beginning of the year | ¥ 7,757 | 0 | |
Balance at the end of the year | ¥ 7,757 |
Property and Equipment, net (De
Property and Equipment, net (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021CNY (¥) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | Dec. 31, 2021USD ($) | |
Property and Equipment, net | ||||
Total Property and Equipment | ¥ 140,431 | ¥ 164,560 | ||
Accumulated depreciation | (99,112) | (91,533) | ||
Total Property and Equipment, net | 41,319 | 73,027 | $ 6,484 | |
Asset impairment charges | 0 | 0 | ¥ 0 | |
Depreciation expenses | 24,500 | 23,178 | ¥ 23,306 | |
Electronic equipment | ||||
Property and Equipment, net | ||||
Total Property and Equipment | 50,954 | 52,597 | ||
Software | ||||
Property and Equipment, net | ||||
Total Property and Equipment | 38,972 | 37,763 | ||
Transportation equipment | ||||
Property and Equipment, net | ||||
Total Property and Equipment | 4,237 | 4,241 | ||
Office equipment | ||||
Property and Equipment, net | ||||
Total Property and Equipment | 7,267 | 8,021 | ||
Leasehold improvements | ||||
Property and Equipment, net | ||||
Total Property and Equipment | 39,001 | 61,938 | ||
Domestic Bank | Asset pledged as collateral | ||||
Property and Equipment, net | ||||
Total Property and Equipment, net | ¥ 0 | ¥ 8,090 |
Other Non-current Assets (Detai
Other Non-current Assets (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) |
Other Non-current Assets | |||
Rental and other deposits | ¥ 1,678 | ¥ 8,845 | |
Prepaid expenses | 528 | 1,373 | |
Prepaid land use right | 6,300 | ||
Others | 599 | ||
Other Non-current Assets | ¥ 8,506 | $ 1,335 | ¥ 10,817 |
Short-term Borrowings and Cur_3
Short-term Borrowings and Current Portion of Long-term Borrowings (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) |
Short-term Borrowings and Current Portion of Long-term Borrowings | |||
Bank loans | ¥ 8,441 | ¥ 146,000 | |
Other borrowing | 24,500 | 29,500 | |
Current portion of long-term borrowings (Note 13) | 0 | 15,789 | |
Short-term borrowings and current portion of long-term borrowings | ¥ 32,941 | $ 5,169 | ¥ 191,289 |
Short-term Borrowings and Cur_4
Short-term Borrowings and Current Portion of Long-term Borrowings - Additional Information (Details) ¥ in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||||||||||
Dec. 31, 2021CNY (¥) | Nov. 30, 2021CNY (¥) | Oct. 31, 2021CNY (¥) | Sep. 30, 2021CNY (¥) | May 31, 2021CNY (¥) | Dec. 31, 2020CNY (¥) | Oct. 31, 2020CNY (¥) | Aug. 31, 2020CNY (¥) | Sep. 30, 2019CNY (¥) | Aug. 31, 2019CNY (¥) | Jun. 30, 2019CNY (¥) | May 31, 2019CNY (¥) | Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥)agreement | Dec. 31, 2021USD ($) | Aug. 31, 2018CNY (¥) | |
Short-term borrowings | ||||||||||||||||||
Short-term borrowings | ¥ 8,441 | ¥ 146,000 | ¥ 8,441 | ¥ 146,000 | ||||||||||||||
Interest rate (as a percent) | 9.50% | |||||||||||||||||
Restricted cash, current | 14,211 | 85,826 | 14,211 | 85,826 | ¥ 240,741 | $ 2,230 | ||||||||||||
Repayment of borrowings | 177,559 | $ 27,863 | 130,000 | 183,707 | ||||||||||||||
Inventories | 2,995,460 | 3,289,804 | 2,995,460 | 3,289,804 | 470,052 | |||||||||||||
Equipment | 41,319 | 73,027 | 41,319 | 73,027 | 6,484 | |||||||||||||
Short Term Borrowings and Current Portion of Long Term Borrowings | 32,941 | 191,289 | 32,941 | 191,289 | $ 5,169 | |||||||||||||
Amount borrowed | 10,000 | $ 1,569 | 247,500 | |||||||||||||||
Accounts receivable | 10,482 | 99,228 | 10,482 | 99,228 | ||||||||||||||
VIEs | ||||||||||||||||||
Short-term borrowings | ||||||||||||||||||
Restricted cash, current | 14,211 | 1,002 | 14,211 | 1,002 | ||||||||||||||
Inventories | 2,938,953 | 3,207,836 | 2,938,953 | 3,207,836 | ||||||||||||||
Equipment | 25,269 | 50,650 | 25,269 | 50,650 | ||||||||||||||
Short Term Borrowings and Current Portion of Long Term Borrowings | 32,941 | 191,289 | 32,941 | 191,289 | ||||||||||||||
Third party financing | ||||||||||||||||||
Short-term borrowings | ||||||||||||||||||
Short-term borrowings | ¥ 0 | |||||||||||||||||
Interest rate (as a percent) | 10.00% | |||||||||||||||||
Repayment of borrowings | 15,000 | |||||||||||||||||
Inventories | 38,461 | 38,461 | ||||||||||||||||
Short Term Borrowings and Current Portion of Long Term Borrowings | 14,500 | 29,500 | 14,500 | 29,500 | ||||||||||||||
Number of monthly installments | agreement | 4 | |||||||||||||||||
Amount borrowed | ¥ 118,000 | ¥ 100,000 | ¥ 29,500 | |||||||||||||||
Accounts receivable | ¥ 85,630 | ¥ 84,610 | ||||||||||||||||
Third party financing | Non-financial institution | ||||||||||||||||||
Short-term borrowings | ||||||||||||||||||
Outstanding balances of the short-term portion | 10,000 | 10,000 | ||||||||||||||||
SPD | ||||||||||||||||||
Short-term borrowings | ||||||||||||||||||
Short-term borrowings | 0 | 0 | ¥ 50,000 | |||||||||||||||
Interest rate (as a percent) | 7.20% | 7.25% | 6.75% | 7.35% | ||||||||||||||
Term of loan | 2 years | |||||||||||||||||
Repayment of borrowings | ¥ 50,000 | ¥ 50,000 | ¥ 50,000 | ¥ 50,000 | ||||||||||||||
Short Term Borrowings and Current Portion of Long Term Borrowings | 50,000 | 50,000 | ||||||||||||||||
SPD | Collateral Pledged | ||||||||||||||||||
Short-term borrowings | ||||||||||||||||||
Inventories | 0 | 260,677 | 0 | 260,677 | ¥ 260,677 | |||||||||||||
Equipment | 0 | ¥ 8,090 | 0 | ¥ 8,090 | ¥ 11,366 | |||||||||||||
Shanghai Pudong Development Silicon Valley Bank | ||||||||||||||||||
Short-term borrowings | ||||||||||||||||||
Interest rate (as a percent) | 3.80% | 3.80% | 3.92% | |||||||||||||||
Restricted cash, current | 0 | ¥ 84,824 | 0 | ¥ 84,824 | ||||||||||||||
Outstanding balances of the short-term portion | 0 | 76,000 | 0 | ¥ 76,000 | ||||||||||||||
Term of loan | 1 year | 1 year | ||||||||||||||||
Repayment of borrowings | 1,559 | ¥ 76,000 | ¥ 10,000 | 80,000 | ||||||||||||||
Drew down | 10,000 | ¥ 10,000 | ¥ 80,000 | |||||||||||||||
Short Term Borrowings and Current Portion of Long Term Borrowings | ¥ 8,441 | 20,000 | ¥ 8,441 | ¥ 20,000 | ||||||||||||||
Amount borrowed | ¥ 76,000 | |||||||||||||||||
Shanghai Pudong Development Silicon Valley Bank | Minimum | ||||||||||||||||||
Short-term borrowings | ||||||||||||||||||
Interest rate (as a percent) | 3.92% | 3.92% | ||||||||||||||||
Shanghai Pudong Development Silicon Valley Bank | Maximum | ||||||||||||||||||
Short-term borrowings | ||||||||||||||||||
Interest rate (as a percent) | 4.35% | 4.35% | ||||||||||||||||
Shanghai Pudong Development Silicon Valley Bank | Third party financing | Non-financial institution | ||||||||||||||||||
Short-term borrowings | ||||||||||||||||||
Repayment of borrowings | ¥ 10,000 |
Long-term Borrowings, Excludi_3
Long-term Borrowings, Excluding Current Portion (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) |
Long-term Borrowings, Excluding Current Portion | |||
Convertible note | ¥ 1,128,004 | ||
Other long-term borrowing | ¥ 1,348,046 | ||
Long-term loans | 15,789 | ||
Less: current portion (Note 12) | 0 | (15,789) | |
Long-term borrowings | ¥ 1,348,046 | $ 211,538 | ¥ 1,128,004 |
Long-term Borrowings, Excludi_4
Long-term Borrowings, Excluding Current Portion - Principal amount and unamortized discount premium and debt issuance costs (Details) ¥ in Thousands, $ in Thousands | Mar. 04, 2022CNY (¥) | Mar. 04, 2022USD ($) | Sep. 29, 2021CNY (¥) | Aug. 08, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2020USD ($) | Dec. 31, 2019CNY (¥) | Dec. 31, 2019USD ($) | Aug. 08, 2018CNY (¥) | Aug. 08, 2018USD ($) |
Debt Instrument [Line Items] | ||||||||||
Principal amount | $ 175,000 | ¥ 1,195,478 | $ 175,000 | |||||||
Unamortized debt discount and issuance costs | ¥ (1,833) | |||||||||
Convertible note (the "Original Note") and warrant | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount | ¥ 1,387,563 | $ 217,739 | ¥ 203,213 | ¥ 1,141,858 | $ 175,000 | ¥ 1,220,835 | $ 175,000 | $ 1,000 | ||
Unamortized debt discount and issuance costs | (13,854) | (2,123) | (35,586) | (5,101) | ||||||
Debt instrument convertible carrying amount | ¥ 1,128,004 | $ 172,877 | ¥ 1,185,249 | $ 169,899 |
Long-term Borrowings, Excludi_5
Long-term Borrowings, Excluding Current Portion - Convertible note (Details) $ / shares in Units, ¥ in Thousands, $ in Thousands | Aug. 08, 2018CNY (¥)shares | Aug. 08, 2018USD ($) | Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2020USD ($) | Dec. 31, 2019CNY (¥) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Mar. 04, 2022CNY (¥) | Mar. 04, 2022USD ($) | Dec. 31, 2021USD ($) | Sep. 29, 2021CNY (¥) | Aug. 08, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Aug. 08, 2018USD ($)$ / sharesshares |
Debt Instrument [Line Items] | |||||||||||||||||||
Debt Instrument, Face Amount | ¥ 1,195,478 | $ 175,000 | $ 175,000 | ||||||||||||||||
Debt Instrument, Interest Rate During Period | 4.00% | 4.00% | |||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 25.82 | ||||||||||||||||||
Long-term borrowings | ¥ 1,348,046 | ¥ 1,348,046 | ¥ 1,128,004 | $ 211,538 | |||||||||||||||
Proceeds from Debt, Net of Issuance Costs | ¥ 1,195,478 | $ 175,000 | |||||||||||||||||
Payments of Debt Issuance Costs | $ | 300 | ||||||||||||||||||
Debt Issuance Costs, Net | ¥ | 1,833 | ||||||||||||||||||
Warrant | 8,208 | $ 1,201 | |||||||||||||||||
Fair value of contingent put option | ¥ | 0 | ||||||||||||||||||
Fair value of common stock | 26.78 | ||||||||||||||||||
Beneficial conversion feature | 44,072 | $ 6,451 | |||||||||||||||||
Principal amount | ¥ 1,195,478 | $ 175,000 | $ 175,000 | ||||||||||||||||
Convertible note (the "Original Note") and warrant | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt Instrument, Face Amount | 1,141,858 | ¥ 1,220,835 | ¥ 1,387,563 | $ 217,739 | ¥ 203,213 | $ 175,000 | $ 175,000 | $ 1,000 | |||||||||||
Debt Instrument, Convertible, Conversion Price | $ 26 | ||||||||||||||||||
Debt Instrument, Convertible, Conversion Ratio, per US$1,000 | 38.46 | 38.46 | |||||||||||||||||
Internal rate of return | 8.00% | 8.00% | |||||||||||||||||
Long-term borrowings | ¥ 1,348,046 | ¥ 1,348,046 | $ 211,538 | ||||||||||||||||
Net Income (Loss) Before Interest, Tax and Depreciation | $ | $ 0 | $ 0 | $ 0 | $ 40,000 | |||||||||||||||
Repurchase Price Internal Rate of Return, Maximum | 12.00% | ||||||||||||||||||
Debt Issuance Costs, Net | 13,854 | 35,586 | 2,123 | 5,101 | |||||||||||||||
Debt Instrument, Convertible, Carrying Amount of Equity Component | 1,128,004 | 1,185,249 | 172,877 | 169,899 | |||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 9.45% | 9.45% | 9.45% | 10.00% | |||||||||||||||
Interest Expense, Borrowings | ¥ 52,423 | $ 8,222 | ¥ 79,271 | 117,149 | 111,032 | ||||||||||||||
Principal amount | ¥ 1,141,858 | ¥ 1,220,835 | ¥ 1,387,563 | $ 217,739 | ¥ 203,213 | $ 175,000 | $ 175,000 | $ 1,000 | |||||||||||
American Depositary Shares | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Class of Warrant or Right, Outstanding | shares | 500,000 | 500,000 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 18 |
Long-term Borrowings, Excludi_6
Long-term Borrowings, Excluding Current Portion - Long term loans (Details) ¥ in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | 29 Months Ended | |||||||
Sep. 30, 2019CNY (¥) | Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | Dec. 31, 2019CNY (¥) | May 31, 2021 | Aug. 31, 2018 | |
Debt Instrument [Line Items] | ||||||||||
Interest rate (as a percent) | 9.50% | 9.50% | ||||||||
Current portion of long-term borrowings (Note 13) | ¥ 0 | ¥ 15,789 | ||||||||
Repayments of debt | 15,789 | $ 2,478 | 14,211 | ¥ 4,324 | ||||||
Proceeds from long-term borrowings | ¥ 30,000 | |||||||||
SPD | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate (as a percent) | 7.25% | 6.75% | 6.75% | 7.20% | 7.35% | |||||
Repayments of debt | ¥ 15,789 | ¥ 14,211 | ¥ 4,324 | ¥ 11,065 | ¥ 4,611 | |||||
Proceeds from long-term borrowings | ¥ 30,000 | ¥ 20,000 | ||||||||
Term of loan | 2 years |
Long-term Borrowings, Excludi_7
Long-term Borrowings, Excluding Current Portion - Future principal payments (Details) ¥ in Thousands | Dec. 31, 2021CNY (¥) |
Long-term borrowings | |
2024 | ¥ 1,348,046 |
Total | ¥ 1,348,046 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) |
Accrued Expenses and Other Current Liabilities | |||
Interest payable | ¥ 4,599 | ¥ 21,053 | |
Payables to merchants | 428,238 | 511,370 | |
Accrual for salary, bonus and employee benefits | 26,256 | 22,211 | |
Advertising fees payable | 7,122 | 19,216 | |
Accrued expenses | 23,970 | 22,008 | |
Deposits from merchants | 53,373 | 50,256 | |
Other tax payable | 73,029 | 95,322 | |
Others | 6,888 | 929 | |
Accrued Expenses and Other Current Liabilities | ¥ 623,475 | $ 97,836 | ¥ 742,365 |
Lease (Details)
Lease (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lease | |||
Operating lease cost | ¥ 47,005 | ¥ 56,841 | ¥ 42,315 |
Short term lease cost | ¥ 3,327 | ¥ 6,916 | ¥ 17,629 |
Lease - Supplemental Informatio
Lease - Supplemental Information (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) |
Lease | |||
Operating lease ROU assets | ¥ 20,809 | $ 3,265 | ¥ 105,938 |
Operating lease liabilities-current | 13,721 | 2,153 | 40,204 |
Operating lease liabilities-non-current | 7,946 | $ 1,247 | 70,427 |
Total operating lease liabilities | ¥ 21,667 | ¥ 110,631 | |
Weighted average remaining lease term | 1 year 11 months 19 days | 1 year 11 months 19 days | 2 years 10 months 28 days |
Weighted average discount rate | 9.30% | 9.30% | 11.50% |
Lease - Other supplemental info
Lease - Other supplemental information (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | |
Lease | ||||
Operating cash flows for operating leases | ¥ 51,933 | ¥ 56,841 | ||
ROU assets obtained in exchange for new operating lease liabilities | ¥ 3,565 | $ 559 | ¥ 6,274 | ¥ 138,049 |
Lease - Maturity of operating l
Lease - Maturity of operating lease liabilities (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Maturity of operating lease liabilities | ||
2022 | ¥ 15,427 | |
2023 | 4,924 | |
2024 | 2,849 | |
2025 | 763 | |
Total lease payments | 23,963 | |
Less: interest | (2,296) | |
Total operating lease liabilities | ¥ 21,667 | ¥ 110,631 |
Income Tax (Details)
Income Tax (Details) ¥ in Thousands, $ in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2021HKD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | |
Income Tax | |||||
Income tax rate (as a percent) | 25.00% | 25.00% | 25.00% | 25.00% | 25.00% |
Income Tax Expense Benefit Continuing Operations | |||||
Income (loss) before income taxes | ¥ (734,815) | $ (115,309) | ¥ (80,814) | ¥ 193,097 | |
Withholding Tax Percentage | 10.00% | 10.00% | 10.00% | ||
Undistributed earnings | ¥ 85,645 | ||||
Unrecognized deferred tax liability | 8,565 | ||||
Current tax expenses | 1,293 | 9,073 | 87,197 | ||
Deferred tax benefits | (170,376) | (2,470) | (55,771) | ||
Income tax expenses (benefits) | (169,083) | $ (26,533) | 6,603 | 31,426 | |
The Cayman Islands | |||||
Income Tax Expense Benefit Continuing Operations | |||||
Income (loss) before income taxes | ¥ (119,601) | (29,736) | (75,926) | ||
Hong Kong | |||||
Income Tax | |||||
Income tax rate (as a percent) | 16.50% | 16.50% | 16.50% | ||
Two-tiered profits tax rates | 8.25% | 8.25% | 8.25% | ||
Income Tax Expense Benefit Continuing Operations | |||||
Income (loss) before income taxes | ¥ 5,633 | $ 2,000 | (47,456) | 68,578 | |
PRC, excluding Hong Kong | |||||
Income Tax | |||||
Income tax rate (as a percent) | 25.00% | 25.00% | 25.00% | ||
Income Tax Expense Benefit Continuing Operations | |||||
Income (loss) before income taxes | ¥ (618,406) | 1,930 | 179,803 | ||
Italy | |||||
Income Tax | |||||
Income tax rate (as a percent) | 22.00% | 22.00% | 22.00% | ||
Income Tax Expense Benefit Continuing Operations | |||||
Income (loss) before income taxes | ¥ (1,268) | (7,104) | 20,012 | ||
Local Income tax rate (as a percent) | 2.00% | 2.00% | 2.00% | ||
Other | |||||
Income Tax Expense Benefit Continuing Operations | |||||
Income (loss) before income taxes | ¥ (1,173) | ¥ 1,552 | ¥ 630 |
Income Tax - Reconciliation (De
Income Tax - Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Differences between statutory income tax rate and the Group's effective income tax rate | |||
Statutory income tax rate | 25.00% | 25.00% | 25.00% |
Increase (decrease) in effective income tax rate resulting from | |||
Entities not subject to income tax | (4.07%) | (12.32%) | 9.83% |
Effect of PRC preferential tax rates and tax holiday | 1.24% | (18.79%) | |
Tax rate differential | 0.05% | 2.21% | (2.83%) |
Share-based compensation | (0.06%) | (2.19%) | 1.11% |
Non-deductive expense without tax invoice | (0.01%) | (1.09%) | 2.08% |
R&D surplus deduction | 0.93% | 7.97% | (5.41%) |
Change in valuation allowance | (1.72%) | (11.89%) | (8.38%) |
Others | 1.65% | 2.93% | (5.12%) |
Effective income tax rate | 23.01% | (8.17%) | 16.28% |
Income Tax - Deferred tax asset
Income Tax - Deferred tax assets and liability (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets | ||||
Inventory write-downs | ¥ 140,332 | ¥ 23,040 | ||
Net operating loss carry forwards | 91,042 | 53,115 | ||
Advertisement expenses | 709 | 1,362 | ||
Allowance for doubtful accounts | 32,373 | 14,983 | ||
Lease liability | 5,064 | 26,226 | ||
Valuation allowance | (22,245) | (9,604) | ¥ 0 | ¥ (19,851) |
Total deferred tax assets, net | 247,275 | 109,122 | ||
Deferred tax liabilities | ||||
Right of use assets | 5,064 | 26,226 | ||
Total deferred tax liabilities | 5,064 | 26,226 | ||
Net deferred tax assets | ¥ 242,211 | ¥ 82,896 |
Income Tax - Loss carry forward
Income Tax - Loss carry forward (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Operating loss carryforwards | ||||
Valuation allowance | ¥ 22,245 | ¥ 9,604 | ¥ 0 | ¥ 19,851 |
Hong Kong | ||||
Operating loss carryforwards | ||||
Net operating loss carry forwards | 7,309 | |||
PRC | ||||
Operating loss carryforwards | ||||
Net operating loss carry forwards | 521,545 | |||
Other | ||||
Operating loss carryforwards | ||||
Net operating loss carry forwards | ¥ 12,697 |
Income Tax - Valuation allowanc
Income Tax - Valuation allowance (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Changes in valuation allowance | |||
Balance at the beginning of the year | ¥ 9,604 | ¥ 0 | ¥ 19,851 |
Additions | 12,641 | 9,604 | |
Reversals | (19,851) | ||
Balance at the end of the year | ¥ 22,245 | ¥ 9,604 | ¥ 0 |
Extended statute of limitation for underpayment of taxes due to computational errors (in years) | 5 years | ||
Underpayment of taxes amount limit crossing upon which extended period of limitation is invoked(in RMB) | ¥ 100 | ||
Statute of limitation for transfer pricing issues (in years) | 10 years |
Disposal of subsidiaries - Narr
Disposal of subsidiaries - Narrative (Details) - Disposed by sale ¥ in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2020CNY (¥) | Oct. 01, 2020HKD ($) | Oct. 01, 2020CNY (¥) | Jul. 01, 2020HKD ($) | Jul. 01, 2020CNY (¥) | |
EGO Fashion Hong Kong Member | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Disposal of equity interest ( as a percentage) | 51.00% | 51.00% | |||
Cash consideration | $ 2,346 | ¥ 2,143 | |||
Waived contingent consideration from business acquisition (Note 5) | $ 366 | ¥ 334 | |||
Loss on derecognition of assets and liabilities | ¥ (999) | ||||
Wang Pok | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Disposal of equity interest ( as a percentage) | 51.00% | 51.00% | |||
Waived contingent consideration from business acquisition (Note 5) | $ 16,283 | ¥ 14,308 | |||
Loss on derecognition of assets and liabilities | ¥ 11,576 |
Redeemable Non-controlling In_3
Redeemable Non-controlling Interest (Details) ¥ in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2016CNY (¥) | Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | |
Balance at the beginning of the year | ¥ 10,010 | ¥ 9,337 | ¥ 7,587 | ||
Gain (loss) | 120 | (1,165) | (1,120) | ||
Accretion of redeemable non-controlling interest | 500 | $ 78 | 500 | 629 | |
Foreign currency translation adjustment, net of nil income taxes | (90) | (978) | 1 | ||
Balance at the end of the year | 10,300 | $ 1,616 | 10,010 | 9,337 | |
Foreign currency translation adjustment tax | 0 | 0 | ¥ 0 | ||
Acquisition of equity interest in consolidated subsidiary by third party (as a percent) | 15.00% | ||||
Consideration from sale of interest in consolidated subsidiaries | ¥ 5,000 | ||||
Redemption period (in years) | 3 years | ||||
Redemption value of redeemable non-controlling interest | ¥ 5,000 | ||||
Redemption value in interest (as a percentage) | 10.00% | ||||
Redemption value in net profit or earnings (as a percentage) | 15.00% | ||||
Cumulative effect adoption adjustment | |||||
Balance at the beginning of the year | ¥ (14) | ||||
Balance at the end of the year | ¥ (14) |
Ordinary Shares (Details)
Ordinary Shares (Details) $ / shares in Units, ¥ in Thousands, $ in Thousands | Sep. 22, 2017USD ($)Vote$ / sharesshares | Sep. 22, 2017CNY (¥)Voteshares | Jun. 30, 2020USD ($)shares | Jun. 30, 2020CNY (¥)shares | Dec. 31, 2021shares | Dec. 31, 2020shares |
Class A ordinary shares | ||||||
Ordinary shares | ||||||
Number of votes | Vote | 1 | 1 | ||||
Ordinary shares outstanding | 28,754,852 | 28,754,852 | ||||
Class A ordinary shares | Qudian Inc. | ||||||
Ordinary shares | ||||||
Shares issued (in shares) | 10,204,082 | 10,204,082 | ||||
Net proceeds | $ 99,203 | ¥ 703,774 | ||||
Class A ordinary shares | Initial public offering | ||||||
Ordinary shares | ||||||
Shares issued (in shares) | 4,250,000 | 4,250,000 | ||||
Offering price (dollar per share) | $ / shares | $ 26 | |||||
Net proceeds | $ 100,844 | ¥ 664,464 | ||||
Class A ordinary shares | Private placement | ||||||
Ordinary shares | ||||||
Offering price (dollar per share) | $ / shares | $ 26 | |||||
Net proceeds | $ 30,000 | ¥ 197,697 | ||||
Class A ordinary shares | Private placement | Gold Ease Global Limited | ||||||
Ordinary shares | ||||||
Shares issued (in shares) | 769,231 | 769,231 | ||||
Class A ordinary shares | Private placement | YTL Cayman Limited | ||||||
Ordinary shares | ||||||
Shares issued (in shares) | 384,615 | 384,615 | ||||
Class B ordinary shares | ||||||
Ordinary shares | ||||||
Number of votes | Vote | 20 | 20 | ||||
Number of Class A ordinary share convertible from each Class B ordinary share | 1 | 1 | ||||
Ordinary shares outstanding | 6,571,429 | 6,571,429 |
Share Repurchase Program (Detai
Share Repurchase Program (Details) $ / shares in Units, ¥ in Thousands, $ in Thousands | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2018CNY (¥)shares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2017CNY (¥)shares | Nov. 30, 2017USD ($) | Dec. 31, 2021shares | Dec. 31, 2020shares | Apr. 30, 2020USD ($) |
Share Repurchase Program | ||||||||
Shares repurchased (in shares) | shares | 157,859 | 157,859 | 359,595 | 359,595 | 0 | 0 | ||
Shares repurchased | $ 4,149 | ¥ 28,412 | $ 6,459 | ¥ 42,606 | ||||
Weighted average price | $ / shares | $ 26.28 | $ 17.96 | ||||||
American Depositary Shares | ||||||||
Share Repurchase Program | ||||||||
Authorized to repurchase | $ | $ 20,000 | $ 20,000 | ||||||
Repurchase term | 12 months |
Share-based Compensation - Stoc
Share-based Compensation - Stock Option Plan (Details) $ / shares in Units, ¥ in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2017CNY (¥) | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2021CNY (¥)shares | Dec. 31, 2020$ / shares | Dec. 31, 2020CNY (¥)shares | Dec. 31, 2019CNY (¥) | Dec. 31, 2018 | Dec. 31, 2017shares | Dec. 31, 2021CNY (¥)shares | Dec. 31, 2019$ / shares | |
Fair value assumptions | ||||||||||
Total share-based compensation expense | ¥ 2,286 | ¥ 8,161 | ¥ 8,803 | |||||||
Share-based Compensation | ||||||||||
Total share-based compensation expense | 2,286 | 8,161 | 8,803 | |||||||
Fulfillment expenses | ||||||||||
Fair value assumptions | ||||||||||
Total share-based compensation expense | 159 | 429 | 283 | |||||||
Share-based Compensation | ||||||||||
Total share-based compensation expense | 159 | 429 | 283 | |||||||
Marketing expenses | ||||||||||
Fair value assumptions | ||||||||||
Total share-based compensation expense | 1,289 | 4,859 | 4,627 | |||||||
Share-based Compensation | ||||||||||
Total share-based compensation expense | 1,289 | 4,859 | 4,627 | |||||||
Technology and content development expenses | ||||||||||
Fair value assumptions | ||||||||||
Total share-based compensation expense | (11) | 364 | 424 | |||||||
Share-based Compensation | ||||||||||
Total share-based compensation expense | (11) | 364 | 424 | |||||||
General and administrative expenses | ||||||||||
Fair value assumptions | ||||||||||
Total share-based compensation expense | 849 | 2,509 | 3,469 | |||||||
Share-based Compensation | ||||||||||
Total share-based compensation expense | ¥ 849 | ¥ 2,509 | ¥ 3,469 | |||||||
Stock options | ||||||||||
Number of shares | ||||||||||
Number of shares outstanding in the beginning | shares | 1,135,317 | 1,135,317 | ||||||||
Granted | shares | 20,000 | 20,000 | ||||||||
Forfeited | shares | (28,927) | (28,927) | ||||||||
Number of shares outstanding at the end | shares | 1,126,390 | 1,126,390 | 1,135,317 | |||||||
Vested and expected to vest at the end | shares | 1,117,669 | 1,117,669 | ||||||||
Weighted average exercise price | ||||||||||
Weighted average exercise price, outstanding in the beginning | $ / shares | $ 0.001 | |||||||||
Granted | $ / shares | 0.001 | |||||||||
Forfeited | $ / shares | 0.001 | |||||||||
Weighted average exercise price, outstanding at the end | $ / shares | 0.001 | $ 0.001 | ||||||||
Vested and expected to vest , weighted average exercise price | $ / shares | $ 0.001 | |||||||||
Weighted average remaining contractual term | 4 years 9 months 21 days | 4 years 9 months 21 days | ||||||||
Vested and expected to vest , weighted average remaining contractual term | 4 years 9 months 10 days | 4 years 9 months 10 days | ||||||||
Aggregate intrinsic value | $ | $ 1,080 | |||||||||
Vested and expected to vest , Aggregate intrinsic value | $ | $ 1,072 | |||||||||
Options exercisable (in shares) | shares | 1,102,365 | 1,102,365 | ||||||||
Options exercisable, Weighted average exercise price | $ / shares | $ 0.001 | |||||||||
Options exercisable, Weighted average remaining contractual term | 4 years 8 months 19 days | 4 years 8 months 19 days | ||||||||
Options exercisable, Aggregate intrinsic value | $ | $ 1,057 | |||||||||
Fair value assumptions | ||||||||||
Expected volatility minimum range | 52.70% | 48.70% | ||||||||
Expected volatility maximum range | 65.96% | 65.96% | 68.78% | 52.67% | ||||||
Risk-free interest rate minimum range (per annum) | 0.16% | 1.58% | ||||||||
Risk-free interest rate maximum range (per annum) | 0.25% | 0.25% | 0.23% | 2.41% | ||||||
Exercise multiple lower range | 2.2 | 2.2 | 2.2 | 2.2 | ||||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | ||||||
Expected term (in years) | 10 years | 10 years | 10 years | 10 years | ||||||
Fair value of the underlying shares on the date of option grants (per share) | $ / shares | $ 4.92 | |||||||||
Fair value of options granted to employees | ¥ 98 | ¥ 74 | ¥ 14,734 | |||||||
Total share-based compensation expense | ¥ 31,200 | ¥ 2,286 | 8,161 | 8,803 | ||||||
Total unrecognized compensation expense | ¥ 635 | |||||||||
Unrecognized compensation expense, weighted average period of recognition | 2 years 21 days | 2 years 21 days | ||||||||
Share-based Compensation | ||||||||||
Total share-based compensation expense | ¥ 31,200 | ¥ 2,286 | ¥ 8,161 | ¥ 8,803 | ||||||
Stock options | 2017 Plan | ||||||||||
Share-based Compensation | ||||||||||
Plan valid and effective period | 10 years | |||||||||
Stock options | Class A ordinary shares | 2017 Plan | ||||||||||
Share-based Compensation | ||||||||||
Maximum aggregate number of shares that may be issued | shares | 1,307,672 | |||||||||
Minimum | Stock options | ||||||||||
Fair value assumptions | ||||||||||
Fair value of the underlying shares on the date of option grants (per share) | $ / shares | 6.459 | $ 11.779 | ||||||||
Maximum | Stock options | ||||||||||
Fair value assumptions | ||||||||||
Fair value of the underlying shares on the date of option grants (per share) | $ / shares | $ 7.519 | $ 17.519 | ||||||||
Employee | Stock options | 2017 Plan | ||||||||||
Share-based Compensation | ||||||||||
Service period for vesting | 4 years | |||||||||
Vesting percentage for each year (as a percent) | 25.00% |
Revenue - Revenue disaggregatio
Revenue - Revenue disaggregation by types of products (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | |
Revenue disaggregation by types of products | ||||
Total revenues | ¥ 3,131,624 | $ 491,420 | ¥ 6,019,681 | ¥ 6,845,580 |
Merchandise sales | ||||
Revenue disaggregation by types of products | ||||
Total revenues | 2,986,044 | 468,575 | 5,790,248 | 6,609,874 |
Watches | ||||
Revenue disaggregation by types of products | ||||
Total revenues | 176,958 | 1,034,461 | 1,218,573 | |
Bags | ||||
Revenue disaggregation by types of products | ||||
Total revenues | 400,218 | 1,119,800 | 1,518,841 | |
Clothing, Footwear and Accessories | ||||
Revenue disaggregation by types of products | ||||
Total revenues | 1,651,758 | 2,044,598 | 2,444,133 | |
Jewelleries | ||||
Revenue disaggregation by types of products | ||||
Total revenues | 320,690 | 764,321 | 1,043,535 | |
Other products | ||||
Revenue disaggregation by types of products | ||||
Total revenues | 436,420 | 827,068 | 384,792 | |
Marketplace and other services | ||||
Revenue disaggregation by types of products | ||||
Total revenues | 145,580 | $ 22,845 | 229,433 | 235,706 |
Marketplace services | ||||
Revenue disaggregation by types of products | ||||
Total revenues | 116,026 | 200,051 | 182,895 | |
Other services | ||||
Revenue disaggregation by types of products | ||||
Total revenues | ¥ 29,554 | ¥ 29,382 | ¥ 52,811 |
Revenue - Group's revenues from
Revenue - Group's revenues from the geographical areas (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | |
Revenues from geographic areas | ||||
Total revenues | ¥ 3,131,624 | $ 491,420 | ¥ 6,019,681 | ¥ 6,845,580 |
PRC, excluding Hong Kong | ||||
Revenues from geographic areas | ||||
Total revenues | 2,738,637 | 5,220,524 | 5,880,969 | |
Hong Kong | ||||
Revenues from geographic areas | ||||
Total revenues | 387,163 | 789,667 | 952,508 | |
Others | ||||
Revenues from geographic areas | ||||
Total revenues | ¥ 5,824 | ¥ 9,490 | ¥ 12,103 |
Net income (loss) per Share (De
Net income (loss) per Share (Details) ¥ / shares in Units, $ / shares in Units, ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021CNY (¥)¥ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020CNY (¥)¥ / sharesshares | Dec. 31, 2019CNY (¥)¥ / sharesshares | |
Numerator: | ||||
Net income/(loss) attributable to Secoo Holding Limited | ¥ (565,253) | $ (88,701) | ¥ (71,864) | ¥ 155,052 |
Accretion to redeemable non-controlling interest redemption value | (500) | (78) | (500) | (629) |
Net income (loss) attributable to ordinary shareholders of Secoo Holding Limited | ¥ (565,753) | $ (88,779) | ¥ (72,364) | ¥ 154,423 |
Denominator: | ||||
Weighted average number of ordinary shares | 35,326,281 | 35,326,281 | 30,629,608 | 25,122,199 |
Adjustment for diluted stock options | 1,098,905 | |||
Denominator for diluted net income (loss) per share calculation | 35,326,281 | 35,326,281 | 30,629,608 | 26,221,104 |
Net income/(loss) per ordinary share | ||||
-Basic | (per share) | ¥ (16.02) | $ (2.51) | ¥ (2.36) | ¥ 6.15 |
-Diluted | (per share) | ¥ (16.02) | $ (2.51) | ¥ (2.36) | ¥ 5.89 |
Net income (loss) per Share - A
Net income (loss) per Share - Anti-dilutive Securities (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Convertible note (the "Original Note") and warrant | |||
Net Loss per Share | |||
Potentially dilutive securities | 4,207,587 | 6,980,769 | 6,980,769 |
Segment information - Group's l
Segment information - Group's long-lived assets (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Segment Information | ||
Total long-lived assets | ¥ 71,441 | ¥ 190,589 |
PRC, excluding Hong Kong | ||
Segment Information | ||
Total long-lived assets | 67,184 | 181,075 |
Hong Kong | ||
Segment Information | ||
Total long-lived assets | 2,458 | 5,526 |
Others | ||
Segment Information | ||
Total long-lived assets | ¥ 1,799 | ¥ 3,988 |
Related Party Transactions (Det
Related Party Transactions (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) | Dec. 31, 2015CNY (¥) | |
Related Party Transactions | ||||||
Repayments to related parties | ¥ 62 | $ 10 | ¥ 426 | ¥ 724 | ||
Due to chairman and chief exercise officer | 62 | |||||
Guangyao | ||||||
Related Party Transactions | ||||||
Payments made on behalf of related party to exercise significant influence | ¥ 2,100 | |||||
Mr. Richard Rixue Li | ||||||
Related Party Transactions | ||||||
Borrowing from related parties | ¥ 18,000 | |||||
Repayments to related parties | 62 | 426 | 313 | |||
Due to chairman and chief exercise officer | ¥ 0 | ¥ 62 | ||||
Mr. Rimei Li | ||||||
Related Party Transactions | ||||||
Borrowing from related parties | 4,480 | |||||
Repayments to related parties | ¥ 411 | ¥ 4,069 |
Subsequent Events (Details)
Subsequent Events (Details) ¥ in Thousands, $ in Thousands | Aug. 08, 2021USD ($) | Aug. 08, 2018CNY (¥) | Aug. 08, 2018USD ($) |
Subsequent Events | |||
Principal amount | $ 175,000 | ¥ 1,195,478 | $ 175,000 |
Parent Company Only Condensed_3
Parent Company Only Condensed Financial Information - Condensed Balance Sheets (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) |
Current assets | |||||
Prepayments and other current assets | ¥ 600,416 | $ 94,218 | ¥ 492,927 | ||
Total current assets | 4,128,152 | 647,796 | 5,007,903 | ||
Non-current assets | |||||
Investments in equity investees | 28,477 | 4,469 | 57,189 | ||
Other non-current assets | 8,506 | 1,335 | 10,817 | ||
Total non-current assets | 342,726 | 53,781 | 334,520 | ||
Total assets | 4,470,878 | 701,577 | 5,342,423 | ||
Current liabilities | |||||
Accrued expenses and other current liabilities | 623,475 | 97,836 | 742,365 | ||
Income tax payable | 38,337 | 6,016 | 77,361 | ||
Total current liabilities | 1,335,255 | 209,530 | 1,717,273 | ||
Non-current liabilities | |||||
Long-term borrowings | 1,348,046 | 211,538 | 1,128,004 | ||
Long-term liabilities | 109,493 | ||||
Total non-current liabilities | 1,355,992 | 212,785 | 1,307,924 | ||
Total liabilities | 2,691,247 | 422,315 | 3,025,197 | ||
Shareholders' Equity | |||||
Treasury shares (517,454 Class A ordinary shares as of December 31, 2020 and 2021, at cost) | (71,018) | (11,144) | (71,018) | ||
Additional paid-in capital | 3,558,821 | 558,457 | 3,560,008 | ||
Accumulated losses | (1,772,189) | (278,096) | (1,206,436) | ||
Other comprehensive income | 64,739 | 10,159 | 35,923 | ||
Total Shareholders' Equity | 1,769,331 | 277,646 | 2,307,216 | ¥ 1,652,447 | ¥ 1,501,926 |
Total liabilities, mezzanine equity and shareholders' equity | 4,470,878 | 701,577 | 5,342,423 | ||
Secoo Holding Limited | |||||
Current assets | |||||
Cash | 22 | 759 | |||
Prepayments and other current assets | 5,137 | 3,524 | |||
Total current assets | 5,159 | 4,283 | |||
Non-current assets | |||||
Investments in subsidiaries | 3,112,217 | 3,532,139 | |||
Investments in equity investees | 15,939 | 40,633 | |||
Other non-current assets | 528 | 1,373 | |||
Total non-current assets | 3,128,684 | 3,574,145 | |||
Total assets | 3,133,843 | 3,578,428 | |||
Current liabilities | |||||
Accrued expenses and other current liabilities | 4,461 | 21,472 | |||
Income tax payable | 744 | 743 | |||
Total current liabilities | 5,205 | 22,215 | |||
Non-current liabilities | |||||
Long-term borrowings | 1,348,046 | 1,128,004 | |||
Long-term liabilities | 109,493 | ||||
Total non-current liabilities | 1,348,046 | 1,237,497 | |||
Total liabilities | 1,353,251 | 1,259,712 | |||
Shareholders' Equity | |||||
Treasury shares (517,454 Class A ordinary shares as of December 31, 2020 and 2021, at cost) | (71,018) | (71,018) | |||
Additional paid-in capital | 3,558,821 | 3,560,008 | |||
Accumulated losses | (1,772,189) | (1,206,436) | |||
Other comprehensive income | 64,739 | 35,923 | |||
Total Shareholders' Equity | 1,780,592 | 2,318,716 | |||
Total liabilities, mezzanine equity and shareholders' equity | 3,133,843 | 3,578,428 | |||
Class A ordinary shares | |||||
Shareholders' Equity | |||||
Ordinary shares | 198 | 31 | 198 | ||
Class A ordinary shares | Secoo Holding Limited | |||||
Shareholders' Equity | |||||
Ordinary shares | 198 | 198 | |||
Class B ordinary shares | |||||
Shareholders' Equity | |||||
Ordinary shares | 41 | $ 6 | 41 | ||
Class B ordinary shares | Secoo Holding Limited | |||||
Shareholders' Equity | |||||
Ordinary shares | ¥ 41 | ¥ 41 |
Parent Company Only Condensed_4
Parent Company Only Condensed Financial Information - Condensed Balance Sheets - Parenthetical (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Issuance of Common Stock | ||
Treasury shares (in Shares) | 517,454 | 517,454 |
Class A ordinary shares | ||
Issuance of Common Stock | ||
Ordinary shares par value | $ 0.001 | $ 0.001 |
Ordinary shares authorized | 150,000,000 | 150,000,000 |
Ordinary shares issued | 29,272,306 | 29,272,306 |
Ordinary shares outstanding | 28,754,852 | 28,754,852 |
Class B ordinary shares | ||
Issuance of Common Stock | ||
Ordinary shares par value | $ 0.001 | $ 0.001 |
Ordinary shares authorized | 150,000,000 | 150,000,000 |
Ordinary shares issued | 6,571,429 | 6,571,429 |
Ordinary shares outstanding | 6,571,429 | 6,571,429 |
Secoo Holding Limited | ||
Issuance of Common Stock | ||
Ordinary shares authorized | 150,000,000 | 150,000,000 |
Treasury shares (in Shares) | 517,454 | 517,454 |
Secoo Holding Limited | Class A ordinary shares | ||
Issuance of Common Stock | ||
Ordinary shares par value | $ 0.001 | $ 0.001 |
Ordinary shares issued | 29,272,306 | 29,272,306 |
Ordinary shares outstanding | 28,754,852 | 28,754,852 |
Secoo Holding Limited | Class B ordinary shares | ||
Issuance of Common Stock | ||
Ordinary shares par value | $ 0.001 | $ 0.001 |
Ordinary shares authorized | 150,000,000 | 150,000,000 |
Ordinary shares issued | 6,571,429 | 6,571,429 |
Ordinary shares outstanding | 6,571,429 | 6,571,429 |
Parent Company Only Condensed_5
Parent Company Only Condensed Financial Information - Condensed Statements of Comprehensive income (loss) (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | |
Operating expenses: | ||||
Operating expenses | ¥ (738,706) | $ (115,919) | ¥ (846,063) | ¥ (980,474) |
Loss from operations | (620,549) | (97,377) | 35,333 | 216,473 |
Other income (expenses): | ||||
Interest income | 843 | 132 | 4,851 | 9,420 |
Interest expenses | (138,927) | (21,801) | (129,276) | (118,867) |
Others | 23,690 | 3,717 | 12,786 | 68,837 |
Income (loss) before income tax | (734,815) | (115,309) | (80,814) | 193,097 |
Income tax expenses | 169,083 | 26,533 | (6,603) | (31,426) |
Net income (loss) attributable to Secoo Holding Limited | (565,253) | (88,701) | (71,864) | 155,052 |
Net income (loss) attributable to ordinary shareholders of Secoo Holding Limited | (565,753) | (88,779) | (72,364) | 154,423 |
Other comprehensive (loss) income | ||||
Foreign currency translation adjustments | 29,324 | 4,602 | 62,189 | (19,955) |
Total other comprehensive (loss) income, net of income taxes | 29,324 | 4,602 | 62,189 | (19,955) |
Comprehensive income (loss) | (536,408) | $ (84,174) | (25,228) | 141,716 |
Secoo Holding Limited | ||||
Operating expenses: | ||||
Operating expenses | (35,522) | (10,140) | (8,010) | |
Loss from operations | (35,522) | (10,140) | (8,010) | |
Other income (expenses): | ||||
Interest income | 46,382 | 90,197 | 18,154 | |
Interest expenses | (131,694) | (117,149) | (111,033) | |
Change in fair value of financial instruments | 23,226 | |||
Others | 1,233 | 1,314 | 1,737 | |
Share of income (loss) from subsidiaries | (445,408) | (34,064) | 230,349 | |
Income (loss) before income tax | (565,009) | (69,842) | 154,423 | |
Income tax expenses | (744) | (2,522) | ||
Net income (loss) attributable to Secoo Holding Limited | (565,753) | (72,364) | 154,423 | |
Net income (loss) attributable to ordinary shareholders of Secoo Holding Limited | (565,753) | (72,364) | 154,423 | |
Other comprehensive (loss) income | ||||
Foreign currency translation adjustments | 28,816 | 62,423 | (20,127) | |
Total other comprehensive (loss) income, net of income taxes | 28,816 | 62,423 | (20,127) | |
Comprehensive income (loss) | ¥ (536,937) | ¥ (9,941) | ¥ 134,296 |
Parent Company Only Condensed_6
Parent Company Only Condensed Financial Information - Condensed statements of cash flows (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | |
Net cash provided by (used in) operating activities | ¥ (381,461) | $ (59,860) | ¥ (901,888) | ¥ (244,322) |
Net cash used in investing activities | (14,156) | (2,221) | (337) | 16,565 |
Net cash provided by (used in) financing activities | (158,410) | (24,858) | 705,483 | 54,354 |
Effect of exchange rate changes on cash | (4,661) | (731) | (27,790) | 1,132 |
Net decrease in cash, cash equivalents and restricted cash | (558,688) | (87,670) | (224,532) | (172,271) |
Cash, cash equivalents and restricted cash at the beginning of the year | 729,604 | 114,491 | 954,136 | 1,126,407 |
Cash, cash equivalents and restricted cash at the end of the year | 170,916 | $ 26,821 | 729,604 | 954,136 |
Secoo Holding Limited | ||||
Net cash provided by (used in) operating activities | (728) | (57,727) | (44,418) | |
Net cash used in investing activities | (625,722) | (118,794) | ||
Net cash provided by (used in) financing activities | 703,774 | |||
Effect of exchange rate changes on cash | (9) | (19,658) | 775 | |
Net decrease in cash, cash equivalents and restricted cash | (737) | 667 | (162,437) | |
Cash, cash equivalents and restricted cash at the beginning of the year | 759 | 92 | 162,529 | |
Cash, cash equivalents and restricted cash at the end of the year | ¥ 22 | ¥ 759 | ¥ 92 |