Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2021shares | |
Document Information [Line Items] | |
Document Type | 20-F |
Document Registration Statement | false |
Document Annual Report | true |
Document Period End Date | Dec. 31, 2021 |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-38591 |
Entity Registrant Name | Pinduoduo Inc. |
Entity Incorporation, State or Country Code | E9 |
Entity Address, Address Line One | 28/F, No. 533 Loushanguan Road, Changning District |
Entity Address, City or Town | Shanghai |
Entity Address, Postal Zip Code | 200051 |
Entity Address, Country | CN |
Title of 12(b) Security | American Depositary Shares (one Americandepositary share representing four Class Aordinary shares, par value US$0.000005 per share) |
Trading Symbol | PDD |
Security Exchange Name | NASDAQ |
Entity Central Index Key | 0001737806 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity Well-known Seasoned Issuer | Yes |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Large Accelerated Filer |
Document Accounting Standard | U.S. GAAP |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Document Fiscal Year Focus | 2020 |
Document Fiscal Period Focus | FY |
Auditor Name | Ernst & Young Hua Ming LLP |
Auditor Firm ID | 1408 |
Auditor Location | Shanghai, the People’s Republic of China |
ICFR Auditor Attestation Flag | true |
Business Contact [Member] | |
Document Information [Line Items] | |
Entity Address, Address Line One | 28/F, No. 533 Loushanguan Road, Changning District |
Entity Address, City or Town | Shanghai |
Entity Address, Postal Zip Code | 200051 |
Entity Address, Country | CN |
Contact Personnel Name | Jianchong Zhu |
City Area Code | +86-21 |
Local Phone Number | 52661300 |
Contact Personnel Email Address | investor@pinduoduo.com |
Class A ordinary shares | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 5,057,542,676 |
Class B ordinary shares | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 0 |
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 | ¥ 6,426,715 | $ 1,008,492 | ¥ 22,421,189 |
Restricted cash | 59,617,256 | 9,355,248 | 52,422,447 |
Receivables from online payment platforms | 673,737 | 105,724 | 729,548 |
Short-term investments | 86,516,618 | 13,576,345 | 64,551,094 |
Amounts due from related parties | 4,250,155 | 666,942 | 4,240,069 |
Prepayments and other current assets | 3,424,687 | 537,408 | 5,159,531 |
Total current assets | 160,909,168 | 25,250,159 | 149,523,878 |
Non-current assets | |||
Property, equipment and software, net | 2,203,323 | 345,749 | 202,853 |
Intangible assets | 701,220 | 110,037 | 1,276,751 |
Right-of-use assets | 938,537 | 147,277 | 629,827 |
Deferred tax assets | 31,504 | 4,944 | |
Other non-current assets | 16,425,966 | 2,577,593 | 7,275,305 |
Total non-current assets | 20,300,550 | 3,185,600 | 9,384,736 |
Total Assets | 181,209,718 | 28,435,759 | 158,908,614 |
Current liabilities | |||
Amounts due to related parties (including amounts due to related parties of the consolidated VIE and its subsidiaries without recourse to the primary beneficiary of RMB3,385,863 and RMB1,962,029 (US$307,885) as of December 31, 2020 and 2021, respectively) | 1,963,007 | 308,039 | 3,385,863 |
Customer advances and deferred revenues (including customer advances and deferred revenues of the consolidated VIE and its subsidiaries without recourse to the primary beneficiary of RMB2,422,907 and RMB1,158,738 (US$181,831) as of December 31, 2020 and 2021, respectively) | 1,166,764 | 183,091 | 2,423,190 |
Payable to merchants (including payable to merchants of the consolidated VIE and its subsidiaries without recourse to the primary beneficiary of RMB53,417,259 and RMB61,947,517 (US$9,720,917) as of December 31, 2020 and 2021, respectively) | 62,509,714 | 9,809,138 | 53,833,981 |
Accrued expenses and other liabilities (including accrued expenses and other liabilities of the consolidated VIE and its subsidiaries without recourse to the primary beneficiary of RMB6,999,827 and RMB9,360,166 (US$1,468,814) as of December 31, 2020 and 2021, respectively) | 14,085,513 | 2,210,324 | 11,193,372 |
Merchant deposits (including merchant deposits of the consolidated VIE and its subsidiaries without recourse to the primary beneficiary of RMB10,926,319 and RMB13,360,409 (US$2,096,540) as of December 31, 2020 and 2021, respectively) | 13,577,552 | 2,130,614 | 10,926,319 |
Short-term borrowings (including short-term borrowings of the consolidated VIE and its subsidiaries without recourse to the primary beneficiary of RMB1,866,316 and RMB nil (US$ nil) as of December 31, 2020 and 2021, respectively) | 1,866,316 | ||
Lease liabilities (including lease liabilities of the consolidated VIE and its subsidiaries without recourse to the primary beneficiary of RMB134,131 and RMB138,667 (US$21,760) as of December 31, 2020 and 2021, respectively) | 427,164 | 67,031 | 253,036 |
Total current liabilities | 93,729,714 | 14,708,237 | 83,882,077 |
Non-current liabilities | |||
Convertible bonds | 11,788,907 | 1,849,937 | 14,432,792 |
Lease liabilities (including lease liabilities of the consolidated VIE and its subsidiaries without recourse to the primary beneficiary of RMB366,834 and RMB305,068 (US$47,872) as of December 31, 2020 and 2021, respectively) | 544,263 | 85,407 | 414,939 |
Deferred tax liabilities (including deferred tax liabilities of the consolidated VIE and its subsidiaries without recourse to the primary beneficiary of RMB nil and RMB19,217 (US$3,016) as of December 31, 2020 and 2021, respectively) | 31,291 | 4,910 | |
Other non-current liabilities | 996 | 156 | 2,918 |
Total non-current liabilities | 12,365,457 | 1,940,410 | 14,850,649 |
Total liabilities | 106,095,171 | 16,648,647 | 98,732,726 |
Commitments and contingencies | |||
Shareholders' equity | |||
Additional paid-in capital | 95,340,819 | 14,961,055 | 86,698,660 |
Accumulated other comprehensive loss | (2,519,900) | (395,427) | (1,047,728) |
Accumulated deficits | (17,706,533) | (2,778,541) | (25,475,203) |
Total shareholders' equity | 75,114,547 | 11,787,112 | 60,175,888 |
Total liabilities and shareholders' equity | 181,209,718 | 28,435,759 | 158,908,614 |
Class A ordinary shares | |||
Shareholders' equity | |||
Class A ordinary shares (US$0.000005 par value; 77,300,000,000 shares authorized, 3,545,065,888 and 5,057,542,676 shares issued and outstanding as of December 31, 2020 and 2021, respectively) | ¥ 161 | $ 25 | 115 |
Class B ordinary shares | |||
Shareholders' equity | |||
Class B ordinary shares (US$0.000005 par value; 2,200,000,000 shares authorized, 1,409,744,080 and nil shares issued and outstanding as of December 31, 2020 and 2021, respectively) | ¥ 44 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) ¥ in Thousands, $ in Thousands | Dec. 31, 2021CNY (¥)shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020CNY (¥)shares |
Amounts due to related parties | ¥ 1,963,007 | $ 308,039 | ¥ 3,385,863 |
Customer advances and deferred revenues | 1,166,764 | 183,091 | 2,423,190 |
Payable to merchants | 62,509,714 | 9,809,138 | 53,833,981 |
Accrued expenses and other liabilities | 14,085,513 | 2,210,324 | 11,193,372 |
Merchant deposits | 13,577,552 | 2,130,614 | 10,926,319 |
Short-term borrowings | ¥ | 1,866,316 | ||
Current portion of lease liabilities | 427,164 | 67,031 | 253,036 |
Non-Current portion of Lease liabilities | 544,263 | 85,407 | ¥ 414,939 |
Deferred tax liabilities | ¥ 31,291 | $ 4,910 | |
Class A ordinary shares | |||
Ordinary shares, par value | $ / shares | $ 0.000005 | ||
Ordinary shares, shares authorized | 77,300,000,000 | 77,300,000,000 | 77,300,000,000 |
Ordinary shares, issued | 5,057,542,676 | 5,057,542,676 | 3,545,065,888 |
Ordinary shares, outstanding | 5,057,542,676 | 5,057,542,676 | 3,545,065,888 |
Class B ordinary shares | |||
Ordinary shares, par value | $ / shares | $ 0.000005 | ||
Ordinary shares, shares authorized | 2,200,000,000 | 2,200,000,000 | 2,200,000,000 |
Ordinary shares, issued | 0 | 0 | 1,409,744,080 |
Ordinary shares, outstanding | 0 | 0 | 1,409,744,080 |
Consolidated VIEs | |||
Amounts due to related parties | ¥ 1,962,029 | $ 307,885 | ¥ 3,385,863 |
Customer advances and deferred revenues | 1,158,738 | 181,831 | 2,422,907 |
Payable to merchants | 61,947,517 | 9,720,917 | 53,417,259 |
Accrued expenses and other liabilities | 9,360,166 | 1,468,814 | 6,999,827 |
Merchant deposits | 13,360,409 | 2,096,540 | 10,926,319 |
Short-term borrowings | ¥ | 0 | 1,866,316 | |
Current portion of lease liabilities | 138,667 | 21,760 | 134,131 |
Non-Current portion of Lease liabilities | 305,068 | 47,872 | 366,834 |
Deferred tax liabilities | ¥ 19,217 | $ 3,016 | ¥ 0 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021CNY (¥)¥ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020CNY (¥)¥ / sharesshares | Dec. 31, 2019CNY (¥)¥ / sharesshares | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||||
Revenues | ¥ 93,949,939 | $ 14,742,796 | ¥ 59,491,865 | ¥ 30,141,886 |
Costs of revenues (including services received from related parties of RMB1,424,786, RMB4,570,292 and RMB5,166,479 (US$810,733) for the years ended December 31, 2019, 2020 and 2021, respectively) | (31,718,093) | (4,977,261) | (19,278,641) | (6,338,778) |
Gross profit | 62,231,846 | 9,765,535 | 40,213,224 | 23,803,108 |
Sales and marketing expenses (including services received from a related party of nil, 4,166,230 and RMB2,857,062 (US$448,335) for the years ended December 31, 2019, 2020 and 2021, respectively) | (44,801,720) | (7,030,368) | (41,194,599) | (27,174,249) |
General and administrative expenses | (1,540,774) | (241,781) | (1,507,297) | (1,296,712) |
Research and development expenses (including services received from related parties of RMB873,288, RMB1,850,321 and RMB604,605 (US$94,876) for the years ended December 31, 2019, 2020 and 2021, respectively) | (8,992,590) | (1,411,134) | (6,891,653) | (3,870,358) |
Total operating expenses | (55,335,084) | (8,683,283) | (49,593,549) | (32,341,319) |
Operating (loss)/ profit | 6,896,762 | 1,082,252 | (9,380,325) | (8,538,211) |
Interest and investment income, net | 3,061,662 | 480,442 | 2,455,366 | 1,541,825 |
Interest expenses | (1,231,002) | (193,171) | (757,336) | (145,858) |
Foreign exchange gain | 71,750 | 11,259 | 225,197 | 63,179 |
Other income, net | 656,255 | 102,981 | 193,702 | 82,786 |
(Loss)/ profit before income tax and share of results of equity investees | 9,455,427 | 1,483,763 | (7,263,396) | (6,996,279) |
Income tax expenses | (1,933,585) | (303,422) | 0 | 0 |
Share of results of equity investees | 246,828 | 38,733 | 83,654 | 28,676 |
Net (loss)/ income | 7,768,670 | 1,219,074 | (7,179,742) | (6,967,603) |
Net (loss)/ income attributable to ordinary shareholders | ¥ 7,768,670 | $ 1,219,074 | ¥ (7,179,742) | ¥ (6,967,603) |
(Loss)/ earnings per share: | ||||
Basic | (per share) | ¥ 1.55 | $ 0.24 | ¥ (1.51) | ¥ (1.51) |
Diluted | (per share) | ¥ 1.36 | $ 0.21 | ¥ (1.51) | ¥ (1.51) |
Shares used in (loss)/ earnings per share computation: | ||||
Basic | 5,012,651,334 | 5,012,651,334 | 4,768,343,300 | 4,627,278,394 |
Diluted | 5,713,764,297 | 5,713,764,297 | 4,768,343,300 | 4,627,278,394 |
Other comprehensive income/(loss), net of tax of nil | ||||
Foreign currency translation difference, net of tax of nil | ¥ (1,472,172) | $ (231,016) | ¥ (2,495,958) | ¥ 412,447 |
Comprehensive (loss)/ income | ¥ 6,296,498 | $ 988,058 | ¥ (9,675,700) | ¥ (6,555,156) |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parenthetical) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | |
Other comprehensive income/(loss), net of tax | ¥ 0 | ¥ 0 | ¥ 0 | |
Foreign currency translation difference, tax | 0 | 0 | 0 | |
Costs of revenues | ||||
Services rendered from related party | 5,166,381 | $ 810,718 | 4,570,292 | 1,424,786 |
Sales and marketing | ||||
Services rendered from related party | 2,857,063 | 448,336 | 4,166,230 | 0 |
Research and development expenses | ||||
Services rendered from related party | ¥ 604,605 | $ 94,876 | ¥ 1,850,321 | ¥ 873,288 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' (DEFICITS)/EQUITY ¥ in Thousands, $ in Thousands | Common shareCNY (¥)shares | Common shareUSD ($)shares | Additional paid in capitalCNY (¥) | Additional paid in capitalUSD ($) | Accumulated other comprehensive income/(loss)CNY (¥) | Accumulated other comprehensive income/(loss)USD ($) | Accumulated DeficitsCNY (¥) | Accumulated DeficitsUSD ($) | CNY (¥)shares | USD ($)shares |
Balance at beginning of the year at Dec. 31, 2018 | ¥ 142 | ¥ 29,114,527 | ¥ 1,035,783 | ¥ (11,327,858) | ¥ 18,822,594 | |||||
Balance (in shares) at Dec. 31, 2018 | shares | 4,455,688,688 | 4,455,688,688 | ||||||||
Changes in equity | ||||||||||
Net loss | (6,967,603) | (6,967,603) | ||||||||
Foreign currency translation difference | 412,447 | 412,447 | ||||||||
Follow-on offering | ¥ 6 | 7,993,822 | 7,993,828 | |||||||
Follow-on offering (in shares) | shares | 193,740,000 | 193,740,000 | ||||||||
Equity component of convertible bonds | 1,827,894 | 1,827,894 | ||||||||
Shares issued to depository bank (in shares) | shares | 600,000 | 600,000 | ||||||||
Exercise of share-based awards (in shares) | shares | 567,636 | 567,636 | ||||||||
Settlement of share-based compensation with shares held by depository bank (in shares) | shares | 567,636 | 567,636 | ||||||||
Share-based compensation | 2,557,706 | 2,557,706 | ||||||||
Balance at end of the year at Dec. 31, 2019 | ¥ 148 | 41,493,949 | 1,448,230 | (18,295,461) | 24,646,866 | |||||
Balance (in shares) at Dec. 31, 2019 | shares | 4,650,028,688 | 4,650,028,688 | ||||||||
Changes in equity | ||||||||||
Net loss | (7,179,742) | (7,179,742) | ||||||||
Foreign currency translation difference | (2,495,958) | (2,495,958) | ||||||||
Conversion of convertible preferred shares to ordinary shares | ¥ 1 | |||||||||
Follow-on offering | ¥ 5 | 26,805,433 | 26,805,438 | |||||||
Follow-on offering (in shares) | shares | 132,020,000 | 132,020,000 | ||||||||
Issuance of ordinary shares for private placements | ¥ 5 | 11,063,334 | 11,063,339 | |||||||
Issuance of ordinary shares for private placements (in shares) | shares | 150,810,912 | 150,810,912 | ||||||||
Equity component of convertible bonds | 3,405,360 | 3,405,360 | ||||||||
Shares issued to depository bank (in shares) | shares | 12,050,000 | 12,050,000 | ||||||||
Exercise of share-based awards (in shares) | shares | 4,950,492 | 4,950,492 | ||||||||
Settlement of share-based compensation with shares held by depository bank (in shares) | shares | (4,950,492) | (4,950,492) | ||||||||
Conversion of the convertible bonds into ordinary shares | 317,541 | 317,542 | ||||||||
Conversion of the convertible bonds into ordinary shares (in shares) | shares | 9,900,368 | 9,900,368 | ||||||||
Share-based compensation | 3,613,043 | 3,613,043 | ||||||||
Balance at end of the year at Dec. 31, 2020 | ¥ 159 | 86,698,660 | (1,047,728) | (25,475,203) | 60,175,888 | |||||
Balance (in shares) at Dec. 31, 2020 | shares | 4,954,809,968 | 4,954,809,968 | ||||||||
Changes in equity | ||||||||||
Net loss | 7,768,670 | 7,768,670 | $ 1,219,074 | |||||||
Foreign currency translation difference | (1,472,172) | (1,472,172) | $ (231,016) | |||||||
Conversion of convertible preferred shares to ordinary shares | ¥ 2 | 3,867,054 | ¥ 3,867,056 | |||||||
Conversion of convertible preferred shares to ordinary shares (in shares) | shares | 62,732,708 | 62,732,708 | ||||||||
Shares issued to depository bank (in shares) | shares | 40,000,000 | 40,000,000 | 52,650,000 | 52,650,000 | ||||||
Exercise of share-based awards | 375 | ¥ 375 | ||||||||
Exercise of share-based awards (in shares) | shares | 24,395,952 | 24,395,952 | ||||||||
Settlement of share-based compensation with shares held by depository bank (in shares) | shares | (24,395,952) | (24,395,952) | ||||||||
Share-based compensation | 4,774,730 | 4,774,730 | ||||||||
Balance at end of the year at Dec. 31, 2021 | ¥ 161 | $ 25 | ¥ 95,340,819 | $ 14,961,055 | ¥ (2,519,900) | $ (395,427) | ¥ (17,706,533) | $ (2,778,541) | ¥ 75,114,547 | $ 11,787,112 |
Balance (in shares) at Dec. 31, 2021 | shares | 5,057,542,676 | 5,057,542,676 |
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 FLOW FROM OPERATING ACTIVITIES | ||||
Net (loss)/ income | ¥ 7,768,670 | $ 1,219,074 | ¥ (7,179,742) | ¥ (6,967,603) |
Interest expense | 1,231,002 | 193,171 | 757,336 | 145,858 |
Allowance for credit losses | 49,300 | 7,736 | 43,434 | 11,782 |
Depreciation and amortization | 1,495,380 | 234,658 | 651,523 | 637,831 |
Deferred income tax, net | (213) | (34) | 0 | 0 |
Amortization of right-of-use assets | 348,863 | 54,744 | 148,945 | 73,206 |
Interest and investment gain, net | (146,972) | (23,063) | (469,486) | (209,580) |
Loss/(gain) on disposal of property and equipment | (258) | (40) | 24 | 175 |
Share-based compensation | 4,774,730 | 749,259 | 3,613,043 | 2,557,706 |
Foreign exchange gain | (71,750) | (11,259) | (225,197) | (5,380) |
Share of results of equity investees | (246,828) | (38,733) | (83,654) | (28,676) |
Fair value change of investments | 22,170 | 3,479 | (104,068) | |
Gain on extinguishment of convertible bonds | (2,788) | (437) | (5,188) | |
Changes in operating assets and liabilities: | ||||
Receivables from online payment platforms | 55,811 | 8,758 | 321,426 | (803,388) |
Amounts due from related parties | (10,086) | (1,583) | (1,636,541) | (886,863) |
Prepayments and other current assets | 1,744,645 | 273,773 | (4,048,536) | 12,449 |
Customer advances and deferred revenues | (1,256,426) | (197,161) | 1,817,220 | 414,488 |
Amounts due to related parties | (1,422,856) | (223,277) | 1,882,971 | 1,024,779 |
Payable to merchants | 8,686,493 | 1,363,100 | 23,934,151 | 12,650,833 |
Accrued expenses and other liabilities | 3,492,038 | 547,979 | 5,849,148 | 2,648,869 |
Merchant deposits | 2,651,233 | 416,036 | 3,085,407 | 3,652,639 |
Lease liabilities | (354,123) | (55,570) | (137,936) | (46,067) |
Other non-current assets | (23,102) | (3,625) | (13,182) | (69,471) |
Other non-current liabilities | (1,922) | (302) | (4,471) | 7,389 |
Net cash provided by operating activities | 28,783,011 | 4,516,683 | 28,196,627 | 14,820,976 |
CASH FLOW FROM INVESTING ACTIVITIES | ||||
Purchase of short-term investments | (116,639,550) | (18,303,291) | (86,438,068) | (52,451,615) |
Proceeds from sales of short-term investments | 97,547,038 | 15,307,259 | 55,083,390 | 24,797,630 |
Purchase of long-term investments | (13,628,052) | (2,138,539) | (6,722,228) | (214,100) |
Purchase of property, equipment and software and intangible assets | (3,287,232) | (515,838) | (43,046) | (27,436) |
Proceeds from disposal of property and equipment | 394 | 62 | 51 | 475 |
Loans to a related party | (238,000) | (459,632) | ||
Repayments from third parties | 35,000 | |||
Others | (445,037) | (69,836) | ||
Net cash used in investing activities | (35,562,365) | (5,580,511) | (38,357,901) | (28,319,678) |
CASH FLOW FROM FINANCING ACTIVITIES | ||||
Net proceeds from the follow-on offerings | 26,805,438 | 7,993,828 | ||
Proceeds from the private placements | 11,063,339 | |||
Net proceeds from the issuance of convertible bonds | 13,024,199 | 6,963,881 | ||
Proceeds from short-term borrowings | 0 | 1,828,923 | 897,022 | |
Repayment of short-term borrowings | (1,875,472) | (294,303) | (922,897) | |
Others | 318 | 50 | (6) | |
Net cash provided by/ (used in) financing activities | (1,875,154) | (294,253) | 51,798,996 | 15,854,731 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (145,157) | (22,779) | (139,943) | 450,142 |
Increase/(decrease) in cash, cash equivalents and restricted cash | (8,799,665) | (1,380,860) | 41,497,779 | 2,806,171 |
Cash, cash equivalents and restricted cash at beginning of the year | 74,843,636 | 11,744,600 | 33,345,857 | 30,539,686 |
Cash, cash equivalents and restricted cash at end of the year | 66,043,971 | 10,363,740 | 74,843,636 | 33,345,857 |
Supplement disclosure of cash flow information | ||||
Interest received | 2,936,860 | 460,857 | 1,881,812 | 1,211,443 |
Supplement disclosure of non-cash operating activities | ||||
Recognition of right-of-use assets and lease liabilities | 704,142 | 110,495 | 265,821 | 632,507 |
Supplement disclosure of non-cash investing activities | ||||
Purchase of property, equipment and software included in accrued expenses and other liabilities | ¥ 194,385 | $ 30,503 | ¥ 162,641 | ¥ 2,160 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS - Reconciliation of Cash, Cash Equivalents and Restricted Cash ¥ in Thousands, $ in Thousands | Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2020USD ($) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) |
Reconciliation of cash, cash equivalents and restricted cash: | ||||||
Cash and cash equivalents | ¥ 6,426,715 | $ 1,008,492 | ¥ 22,421,189 | ¥ 5,768,186 | ||
Restricted cash | 59,617,256 | 9,355,248 | 52,422,447 | 27,577,671 | ||
Total cash, cash equivalents and restricted cash in the statements of cash flows | ¥ 66,043,971 | $ 10,363,740 | ¥ 74,843,636 | $ 11,744,600 | ¥ 33,345,857 | ¥ 30,539,686 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2021 | |
Organization | |
Organization | 1. Organization Pinduoduo Inc. (the “Company”) was incorporated in the Cayman Islands on April 20, 2015 under the Cayman Islands Companies Law as an exempted company with limited liability. The Company through its consolidated subsidiaries, variable interest entity (the “VIE”) and the subsidiaries of the VIE (collectively, the “Group”) are principally engaged in the merchandise sales and the provision of online marketplace to help merchants leverage the power of the internet to engage with their customers in the People’s Republic of China (the “PRC” or “China”). Due to the PRC legal restrictions on foreign ownership and investment in such business, the Company conducts its primary business operations through its VIE and subsidiaries of the VIE. As of December 31, 2021, the details of the Company’s major subsidiaries, consolidated VIE and the subsidiaries of the VIE are as follows: Percentage of Date of Place of ownership by the Principal Entity incorporation incorporation Company activities Direct Indirect Subsidiaries: HongKong Walnut Street Limited (“Walnut HK”) April 28, 2015 Hong Kong 100 % — Holding company Hangzhou Weimi Network Technology Co., Ltd. (“Hangzhou Weimi” or the “WFOE”) May 28, 2015 PRC 100 % — Technology research and development Walnut Street (Shanghai) Information Technology Co., Ltd. (“Walnut Shanghai”) January 25,2018 PRC 100 % — Technology research and development Shenzhen Qianhai Xinzhijiang Information Technology Co., Ltd. (“Xinzhijiang”) April 25, 2018 PRC 100 % — E-commerce platform Shanghai Yucan Information Technology Co., Ltd. September 14, 2020 PRC 100 % — E-commerce platform VIE: Hangzhou Aimi Network Technology Co., Ltd. (“Hangzhou Aimi” or the “VIE”) April 14, 2015 PRC — 100 % E-commerce platform VIE’s subsidiary: Shanghai Xunmeng Information Technology Co., Ltd. (“Shanghai Xunmeng”) January 9, 2014 PRC — 100 % E-commerce platform 1. Organization (Continued) The VIE agreements The PRC laws and regulations currently place certain restrictions on foreign ownership of companies that engage in internet content and other restricted businesses. To comply with PRC laws and regulations, the Group conducts the majority of its business in China through the VIE and subsidiaries of the VIE. Despite the lack of technical majority ownership, the Company has effective control of the VIE through a series of contractual arrangements (the “Contractual Agreements”) and a parent-subsidiary relationship exists between the Company and the VIE. The equity interests of the VIE are legally held by PRC individuals (the “Nominee Shareholders”). Through the Contractual Agreements, the Nominee Shareholders of the VIE effectively assigned all of their voting rights underlying their equity interests in the VIE to the Company, via the WFOE, and therefore, the Company has the power to direct the activities of the VIE that most significantly impact its economic performance. The Company also has the right to receive economic benefits and obligations to absorb losses from the VIE, via the WFOE, that potentially could be significant to the VIE. Based on the above, the Company consolidates the VIE in accordance with SEC Regulation SX-3A-02 and ASC810-10, Consolidation: Overall The following is a summary of the Contractual Agreements: Exclusive Option Agreements Equity Pledge Agreement 1. Organization (Continued) The VIE agreements (Continued) Shareholders’ Voting Rights Proxy Agreement Exclusive Consulting and Services Agreement Financial support undertaking letter In the opinion of the Company’s management and PRC counsel, (i) the ownership structure of the Group, including its subsidiaries, the VIE and the subsidiaries of the VIE, is not in violation with any applicable PRC laws and (ii) each of the VIE agreements is legal, valid, binding and enforceable to each party of such agreements in accordance with its terms and applicable PRC Laws. However, uncertainties in the PRC legal system could cause the relevant regulatory authorities to find the current Contractual Agreements and businesses to be in violation of any existing or future PRC laws or regulations. If the Company, the WFOE or any of its current or future VIE are found in violation of any existing or future laws or regulations, or fail to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities would have broad discretion in dealing with such violations, which may include, but not limited to, revocation of business and operating licenses, being required to discontinue or restrict its business operations, restriction of the Group’s right to collect revenues, being required to restructure its operations, imposition of additional conditions or requirements with which the Group may not be able to comply, or other regulatory or enforcement actions against the Group that could be harmful to its business. The imposition of any of these or other penalties 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 penalties causes the Company to lose the rights to direct the activities of the VIE or the right to receive their economic benefits, the Company would no longer be able to consolidate the VIE. 1. Organization (Continued) The VIE agreements (Continued) In addition, if the VIE or the Nominee Shareholders fail to perform their obligations under the Contractual Agreements, the Group may have to incur substantial costs and expend resources to enforce the primary beneficiary’ rights under the contracts. The Group may have to rely on legal remedies under PRC laws, including seeking specific performance or injunctive relief and claiming damages, which may not be effective. All of the Contractual Agreements are governed by PRC laws and provide for the resolution of disputes through arbitration in the PRC. Accordingly, these contracts would be interpreted in accordance with PRC laws and any disputes would be resolved in accordance with PRC legal procedures. Uncertainties in the PRC legal system could limit the Group’s ability to enforce these contractual arrangements. Under PRC laws, rulings by arbitrators are final, parties cannot appeal the arbitration results in courts, and prevailing parties may only enforce the arbitration awards in PRC courts through arbitration award recognition proceedings, which would incur additional expenses and delay. In the event the Group is unable to enforce the Contractual Agreements, the primary beneficiary may not be able to exert effective control over its VIE, and the Group’s ability to conduct its business may be negatively affected. The VIE and its subsidiaries contributed to 58.5%, 65.1% and 59.3% of the Group’s consolidated revenues for the years ended December 31, 2019, 2020 and 2021, respectively. As of December 31, 2020 and 2021, the VIE and its subsidiaries accounted for an aggregate of 48.2% and 48.7%, respectively of the consolidated total assets, and 80.5% and 83.2%, respectively of the consolidated total liabilities. Other revenue-producing assets held by the VIE and its subsidiaries mainly include licenses, such as the internet content provision license and internally-developed intangible assets including trademarks, patents, copyrights and domain names. 1. Organization (Continued) The VIE agreements (Continued) The following tables represent the financial information for the VIE as of December 31, 2020 and 2021 and for the years ended December 31, 2019, 2020 and 2021 before eliminating the inter-company balances and transactions between the VIE, the subsidiaries of the VIE and other entities within the Group: As of December 31, 2020 2021 RMB RMB US$ ASSETS Current assets Cash and cash equivalents 3,593,192 2,430,440 381,389 Restricted cash 52,148,852 59,402,079 9,321,482 Receivables from online payment platforms 726,063 668,953 104,973 Short-term investments 7,026,442 12,306,340 1,931,133 Amounts due from related parties (i) 3,999,612 4,198,391 658,819 Amounts due from Group companies 9,932,418 40,425,872 6,343,701 Prepayments and other current assets 4,062,849 1,330,772 208,827 Total current assets 81,489,428 120,762,847 18,950,324 Non-current assets Property, equipment and software, net 186,403 2,116,566 332,135 Intangible asset — 27,163 4,262 Right-of-use assets 468,387 417,455 65,508 Deferred tax assets — 19,908 3,124 Other non-current assets 4,380,476 5,300,938 831,833 Total non-current assets 5,035,266 7,882,030 1,236,862 Total assets 86,524,694 128,644,877 20,187,186 As of December 31, 2020 2021 RMB RMB US$ LIABILITIES Current liabilities Amounts due to related parties (i) 3,385,863 1,962,029 307,885 Amounts due to Group companies 9,759,506 27,978,153 4,390,383 Customer advances and deferred revenues 2,422,907 1,158,738 181,831 Payable to merchants 53,417,259 61,947,517 9,720,917 Accrued expenses and other liabilities 6,999,827 9,360,166 1,468,814 Merchant deposits 10,926,319 13,360,409 2,096,540 Short-term borrowings 1,866,316 — — Lease liabilities 134,131 138,667 21,760 Total current liabilities 88,912,128 115,905,679 18,188,130 Lease liabilities 366,834 305,068 47,872 Deferred tax liabilities — 19,217 3,016 Total non-current liabilities 366,834 324,285 50,888 Total liabilities 89,278,962 116,229,964 18,239,018 1. Organization (Continued) The VIE agreements (Continued) For the years ended December 31, 2019 2020 2021 RMB RMB RMB US$ Net revenues from Group companies 2,244,429 12,602,673 22,136,726 3,473,735 External 17,630,903 38,749,188 55,740,613 8,746,919 Net revenues 19,875,332 51,351,861 77,877,339 12,220,654 Net (loss)/income (3,611,656) 2,552,665 15,169,180 2,380,375 (i) Information with respect to related parties is discussed in Note 18. For the years ended December 31, 2019 2020 2021 RMB RMB RMB US$ Net cash generated from operating activities 11,139,572 29,379,799 34,365,025 5,392,622 Net cash used in investing activities (5,249,046) (11,802,074) (26,828,581) (4,209,990) Net cash generated from/(used in) financing activities 4,546,481 7,818,632 (1,445,969) (226,904) Net increase in cash, cash equivalents and restricted cash 10,437,007 25,396,357 6,090,475 955,728 There are no consolidated VIE’s assets that are pledged or collateralized for the VIE’s obligations and which can only be used to settle the VIE’s obligations, except for registered capital and the PRC statutory reserves. Relevant PRC laws and regulations restrict the VIE from transferring a portion of its net assets, equivalent to the balance of their statutory reserves and its share capital, to the Company in the form of loans and advances or cash dividends. Please refer to Note 20 for disclosure of the restricted net assets. As the VIE is incorporated as a limited liability company under the PRC Company Law, creditors of the VIE do not have recourse to the general credit of the Company for any of the liabilities of the VIE. There were no other pledges or collateralization of the VIE’s assets. |
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. (a) Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“US GAAP”). (b) Principles of consolidation The consolidated financial statements include the financial statements of the Company, its subsidiaries, the VIE and the subsidiaries of the VIE. All significant inter-company transactions and balances between the Company, its subsidiaries, the VIE and subsidiaries of the VIE have been eliminated upon consolidation. 2. (c) Use of estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the balance sheet dates and revenues and expenses during the reporting periods. Significant accounting estimates reflected in the Group’s consolidated financial statements include, but are not limited to allowance for doubtful accounts arising from expected credit losses, economic lives and impairment of long-lived assets, valuation of short-term and long-term investments, valuation allowance for deferred tax assets, uncertain tax position, valuation for share-based compensation, liability component of convertible bonds and incremental borrowing rates for operating lease liabilities. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as such, differences may be material to the consolidated financial statements. (d) Foreign currency The functional currency of the Company and its overseas subsidiaries is the US$. The Company’s PRC subsidiaries, the VIE and subsidiaries of the VIE determined their functional currencies to be RMB based on the criteria of ASC 830, Foreign Currency Matters Transactions denominated in foreign currencies are re-measured into the functional currency at the exchange rates prevailing on the transaction dates. Monetary assets and liabilities denominated in foreign currencies are re-measured at the exchange rates prevailing at the balance sheet date. Non-monetary items that are measured in terms of historical cost in foreign currency are re-measured using the exchange rates at the dates of the initial transactions. Exchange gains and losses are included in the consolidated statements of comprehensive income/(loss). The Company uses the average exchange rate for the year and the exchange rate at the balance sheet date to translate the operating results and financial position, respectively. Translation differences are recorded in accumulated other comprehensive income/(loss), a component of shareholders’ equity. (e) Convenience translation Amounts in US$ are presented for the convenience of the reader and are translated at the noon buying rate of US$1.00 to RMB6.3726 on December 30, 2021, the last business day in December 2021, as published on the website of the United States Federal Reserve Board. No representation is made that the RMB amounts could have been, or could be, converted into US$ at such rate. (f) Cash and cash equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments which are unrestricted as to withdrawal or use and have original maturities of three months or less when purchased. (g) Restricted cash Restricted cash mainly represents cash received from consumers and reserved in a bank supervised account for payments to merchants. 2. (h) Short-term investments All highly liquid investments with original maturities of greater than three months but less than twelve months, are classified as short-term investments. Investments that are expected to be realized in cash during the next twelve months are also included in short-term investments. The Group accounts for short-term debt investments in accordance with ASC Topic 320 (“ASC 320”), Investments-Debt Securities Investments — Equity Securities Short-term debt investments include time deposits and wealth management products in financial institutions that the Group has positive intent and ability to hold to maturity, both of which are categorized as “held to maturity”. Wealth management products with the intention to sell in the near term are classified as trading securities and measured at fair value. Any realized gains or losses on the sale of the short-term investments are determined on a specific identification method and are reflected in earnings during the period in which gains or losses are realized. Realized and unrealized gains and losses and interest income from the short-term investments are recorded in “Interest and investment income, net” in the consolidated statements of comprehensive income/(loss). (i) Long-term investments The Group’s long-term investments consist of long-term held-to-maturity debt securities, investment in convertible bonds and equity method investments, which are included in other non-current assets. The Group accounts for long-term held-to-maturity debt securities in accordance with ASC Topic 320 (“ASC 320”), Investments-Debt Securities The Group has elected the fair value option for investment in convertible bonds in accordance with ASC Subtopic 825-10 (“ASC 825-10”), Recognition and Measurement of Financial Assets and Financial Liabilities The Group’s investments in common stock or in-substance common stock in entities in which it can exercise significant influence but does not own a majority equity interest or control are accounted for using the equity method of accounting and classified as “equity method investments” in accordance with ASC Subtopics 323-10 (“ASC 323-10”), Investments-Equity Method and Joint Ventures: Overall 2. (j) Property, equipment and software, net Property, equipment and software are stated at cost and are depreciated and amortized using the straight-line method over the estimated useful lives of the assets, as follows: Category Estimated useful life Computer equipment 1-3 years Office equipment 3 years Purchased software 3-5 years Leasehold improvements Over the shorter of lease terms or the estimated useful lives of the assets Repair and maintenance costs are charged to expense as incurred, whereas the costs of renewals and betterments that extend the useful lives of property, equipment and software are capitalized as additions to the related assets. Retirements, sales and disposals of assets are recorded by removing the cost and accumulated depreciation from the asset and accumulated depreciation accounts with any resulting gain or loss reflected in the consolidated statements of comprehensive income/(loss). Direct costs that are related to the construction of property, equipment and software and incurred in connection with bringing the assets to their intended use are capitalized as construction in progress. Construction in progress is transferred to specific property, equipment and software, and the depreciation of these assets commences when the assets are ready for their intended use. (k) Inventories Inventories, primarily consisting of products available for sale, are stated at the lower of cost and net realizable value. Cost of inventories is determined using the weighted average cost method. (l) Impairment of long-lived assets other than goodwill The Group evaluates its long-lived assets, including fixed assets and intangible assets with finite lives, for impairment whenever events or changes in circumstances, such as a significant adverse change to market conditions that will impact the future use of the assets, indicate that the carrying amount of an asset may not be fully recoverable. When these events occur, the Group evaluates the recoverability of long-lived assets by comparing the carrying amounts of the assets to the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amounts of the assets, the Group recognizes an impairment loss based on the excess of the carrying amounts of the assets over their fair value. Fair value is generally determined by discounting the cash flows expected to be generated by the assets, when the market prices are not readily available. For all periods presented, there were no impairment of any of the Group’s long-lived assets. 2. (m) Fair value of financial instruments The Group’s financial instruments include cash and cash equivalents, restricted cash, receivables from online payment platforms, amounts due from/to related parties, merchant deposits, payables to merchants, short-term investments, long-term debt investments and convertible bonds. For the aforementioned financial instruments included in current assets and liabilities, except for ones measured at fair value, their carrying amount approximate to their respective fair values because of the general short maturities. The carrying amounts of long-term held-to-maturity debt securities approximate to fair values as the related interest rates currently offered by financial institutions for similar debt instruments of comparable maturities. The fair value of convertible bonds that are not reported at fair value are disclosed in Note 13. The Group applies ASC 820, Fair Value Measurements and Disclosures ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — Other inputs that are directly or indirectly observable in the marketplace. Level 3 — Unobservable inputs which are supported by little or no market activity. ASC 820 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. (n) Revenue recognition Revenues are principally comprised of those generated from online marketplace services and merchandise sales. Revenues from online marketplace services primarily consist of online marketing services revenues and transaction services fees. Revenues represent the amount of consideration that the Company is entitled to in exchange for the transfer of promised goods or services in the ordinary course of the Company’s activities and is recorded net of value-added tax (“VAT”). Consistent with the criteria of ASC Topic 606 (“ASC 606”), Revenue from Contracts with Customers 2. (n) Revenue recognition (Continued) Online marketing services The Group entered into contractual agreements with certain merchants to provide online marketing services on the Group’s online marketplace for which the Group receives service fees from merchants. Online marketing services allow merchants to bid for keywords that match product listings appearing in search or browser results on the Group’s online marketplace. Merchants prepay for online marketing services that are charged on a cost-per-click basis. Under ASC 606, the related revenues are recognized at a point of time when consumers click the merchants’ product listings and the online marketing services are completed by the Group for the merchants. The positioning of such listings and the price for such positioning are determined through an online auction system, which facilitates price discovery through a market-based mechanism. The Group also provides display marketing services that allow the merchants to place advertisements on the platform primarily at fixed prices. In general, the merchants need to prepay for display marketing which is accounted for as customer advances and deferred revenues and revenues are primarily recognized over the period during which the advertising services are provided. Transaction services The Group charges fees for transaction services to merchants for sales transactions completed on the Group’s platform, where the Group does not take control of the products provided by the merchants at any point in the time during the transactions and does not have latitude over pricing of the merchandise. Transaction services fee is primarily determined as a percentage based on the purchase price of merchandise sold by the merchants. Revenues related to transaction services are recognized in consolidated statements of comprehensive income/(loss) at the time when the Group’s service obligations to the merchants are determined to have been completed under each sales transaction upon the confirmation of the receipts of goods by the consumers. The majority fees charged for transaction services are not refundable if and when consumers return the merchandise to merchants. The Group provides rebates to certain merchants on the online marketplace services by meeting certain requirements. Such rebates are netted against the online marketplace services revenues. Merchandise sales The Group in certain cases acquires the merchandises from suppliers and sells directly to the consumers. The Group acts as a principal for it takes control of the merchandises, is primarily obligated for the merchandise sold to the consumers, bears inventory risks and has the latitude in establishing prices. Revenues from merchandise sales are recorded on a gross basis, net of discounts and return allowances when the products are delivered and titles are passed to the consumers who are the Group’s customers in these transactions. Proceeds received in advance of customer acceptance are recorded as current liabilities in customer advances and deferred revenues. Membership services Certain consumers pay in advance for certain periods memberships in exchange for the access to a suite of benefits including coupons, which represent a single stand-ready obligation. As the members receive and consume the benefits of the Group’s promise throughout the subscription periods, the membership fees are recognized as revenue over the subscription periods on a straight-line basis. Coupons provided by the Group to the members are netted against the membership revenue with the resulting negative revenue, if any, being reclassed to marketing expenses for each membership contract. The membership revenue as recorded in the Group’s consolidated financial statements was immaterial during each presented period. 2. (n) Revenue recognition (Continued) Incentives provided to the consumers In order to promote its online marketplace and attract more registered consumers, the Group at its own discretion provides various forms of incentives, for example, coupons, credits and discounts that are not specific to any merchant, to the consumers that are not customers of the Group. Despite the absence of any explicit contractual obligations to incentivize the non-customer consumers on behalf of the merchants, the Group further evaluated the varying features of different incentive programs to determine that whether the incentives represent implicit obligations to the consumers on behalf of merchants and if so, should be recorded as reduction of revenues. Based on that evaluation, the Group determined that incentives provided to the consumers are not considered as payments to the merchant-customers. The Group at its discretion issues to the consumers coupons and credits upon completion of certain actions to promote the Group’s platform. The coupons can be used for future purchases of eligible merchandise offered on the Group’s online marketplace to reduce purchase price and the credits can be used to redeem cash from the Group. The Group recognizes the amounts of coupons and credits as marketing expenses when future purchases are completed or when the credits are issued. Discounts unconditionally provided to the consumers are recognized as marketing expenses when the related transaction services revenues from merchants are recognized. Certain discounts are provided to consumers upon their completion of certain actions to promote the platform, the Group records the related costs in marketing expenses upon the completion of such promotion tasks. (o) Costs of revenues Costs of revenues consist primarily of payment processing fees paid to third party online payment platforms, costs associated with the operation of the platform and others, such as costs and expenses attributable to merchandise sales, fulfillment fees, merchant support services, bandwidth and server costs, amortization, depreciation and maintenance costs, payroll, employee benefits and share-based compensation expenses, call center, surcharges and other expenses directly attributable to the online marketplace services. (p) Advertising expenditures Advertising expenditures are expensed when incurred and are included in sales and marketing expenses. Total amount of advertising expenditures and incentive programs recognized in sales and marketing expenses were RMB25,867,772, RMB39,297,890 and RMB41,456,838 (US$6,505,483) for the years ended December 31, 2019, 2020 and 2021, respectively. (q) Research and development expenses Research and development expenses include payroll, employee benefits, and other operating expenses associated with research and platform development. Research and development expenses also include rent, depreciation and other related expenses. To date, expenditures incurred between when the application has reached the development stage and when it is substantially complete and ready for its intended use have been inconsequential and, as a result, the Group did not capitalize any software development costs in the accompanying consolidated financial statements. 2. (r) Credit loss On January 1, 2020, the Group adopted Accounting Standards Update No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (s) Leases The Group adopted ASU No. 2016-02, Leases The Group as the lessee determines if an arrangement is a lease at inception. Leases are classified as operating or finance leases in accordance with the recognition criteria in ASC 842-20-25. The Group’s lease portfolio consisted entirely of operating leases as of December 31, 2019, 2020 and 2021. The Group’s leases do not contain any residual value guarantees or material restrictive covenants. At the commencement date of an operating lease, the Group records a right-of-use (“ROU”) asset and lease liability based on the present value of the lease payments over the lease term. 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. ROU assets include any lease prepayments and are reduced by lease incentives. Operating lease expense for lease payments is recognized on a straight-line basis over the lease term. Lease terms are based on the non-cancelable term of the lease and may contain options to extend the lease when it is reasonably certain that the Group will exercise that option. 2. (t) Income taxes The Group follows the liability method of accounting for income taxes in accordance with ASC 740 (“ASC 740”), Income Taxes The Group accounted for uncertainties in income taxes in accordance with ASC 740. Interest and penalties related to unrecognized tax benefit recognized in accordance with ASC 740 are classified in the consolidated statements of comprehensive income/(loss) as income tax expenses. (u) Share-based compensation The Group applies ASC 718 (“ASC 718”), Compensation—Stock Compensation Compensation-Stock Compensation Improvement to Employee Share-based Payment Accounting (v) Employee benefit expenses As stipulated by the regulations of the PRC, full-time employees of the Group are entitled to various government statutory employee benefit plans, including medical insurance, maternity insurance, workplace injury insurance, unemployment insurance and pension benefits through a PRC government-mandated multi-employer defined contribution plan. The Group is required to make contributions to the plan and accrues for these benefits based on certain percentages of the qualified employees’ salaries. (w) Comprehensive income/(loss) Comprehensive income/(loss) is defined as the changes in equity of the Group during a period from transactions and other events and circumstances excluding transactions resulting from investments by owners and distributions to owners. Among other disclosures, ASC 220, Comprehensive Income 2. (x) Earnings/(Loss) per share Basic earnings/(loss) per share is computed by dividing net income/(loss) attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period using the two-class method. Under the two-class method, net income/(loss) is allocated between ordinary shares and other participating securities based on their participating rights. Diluted earnings/(loss) per share is calculated by dividing net income/(loss) attributable to ordinary shareholders by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary equivalent shares consist of unvested restricted share unites (“RSUs”) and shares issuable upon the exercise of share options using the treasury stock method, and conversion of convertible bonds using the if-converted method. Ordinary equivalent shares are not included in the denominator of the diluted earnings/(loss) per share calculation when inclusion of such shares would be anti-dilutive. Basic and diluted earnings/(loss) per share are not reported separately for Class A ordinary shares or Class B ordinary shares (the ”Ordinary Shares”) as each class of shares has the same rights to undistributed and distributed earnings. (y) Segment reporting The Group follows ASC 280, Segment Reporting 2. (z) Recent accounting pronouncements In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which focuses on amending the legacy guidance on convertible instruments and the derivatives scope exception for contracts in an entity’s own equity. ASU 2020-06 simplifies an issuer’s accounting for convertible instruments by reducing the number of accounting models that require separate accounting for embedded conversion features. ASU 2020-06 also simplifies the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification. Further, ASU 2020-06 enhances information transparency by making targeted improvements to the disclosures for convertible instruments and earnings-per-share (EPS) guidance, i.e., aligning the diluted EPS calculation for convertible instruments by requiring that an entity use the if-converted method and that the effect of potential share settlement be included in the diluted EPS calculation when an instrument may be settled in cash or shares, adding information about events or conditions that occur during the reporting period that cause conversion contingencies to be met or conversion terms to be significantly changed. This update will be effective for the Group’s fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Entities can elect to adopt the new guidance through either a modified retrospective method of transition or a fully retrospective method of transition. The Group has preliminary assessed the impact of ASU 2020-06 adoption on the Group’s consolidated financial statements, including but not limited to the accounting for convertible notes. The Group will adopt on January 1, 2022, using the modified retrospective method, which will result in a cumulative-effect adjustment to decrease the opening balance of additional paid-in capital on January 1, 2022 by RMB3,818,926 (US$599,273), and increase the opening balance of accumulated deficits and convertible bonds on January 1, 2022 by RMB1,366,506 (US$214,435) and RMB2,316,324 (US$363,482), with remaining impact shown in accumulated other comprehensive income/(loss). |
Concentration of Risks
Concentration of Risks | 12 Months Ended |
Dec. 31, 2021 | |
Concentration of Risks | |
Concentration of Risks | 3. (a) Concentration of credit risk Financial instruments that potentially subject the Group to significant concentration of credit risk consist primarily of cash and cash equivalents, restricted cash, receivables from online payment platforms, amounts due from related parties, short-term investments, and long-term debt investments. As of December 31, 2020 and 2021, majority of the Group’s cash and cash equivalents, restricted cash, short-term investments and long-term debt investments were held at reputable financial institutions with high-credit ratings. In the event of bankruptcy of one of these financial institutions, the Group may not be able to claim its cash and demand deposits back in full. The Group continues to monitor the financial strength of the financial institutions. There has been no recent history of default in relation to these financial institutions. Receivables from online payment platforms and amounts due from related parties (Note 18), unsecured and denominated in RMB and US$, derived from transactions on the Group’s online marketplace to consumers, are exposed to credit risk. The risk is mitigated by credit evaluations the Group performs on the selected online payment platforms that are highly reputable and market leaders. There has been no default of payments from these online payment platforms. (b) Business, customer, political, social and economic risks The Group participates in a dynamic and competitive high technology industry and believes that changes in any of the following areas could have a material adverse effect on the Group’s future financial position, results of operations or cash flows: changes in the overall demand for services; changes in competitive landscape including potential new entrants; advances and new trends in new technology; strategic relationships or customer relationships; regulatory considerations; and risks associated with the Group’s ability to attract and retain employees necessary to support its growth. (i) (ii) (iii) 3. (c) Foreign currency exchange rate risk The Group is exposed to foreign currency exchange rate risk, which mainly affects the monetary assets denominated in the currencies other than the functional currencies of the respective entities. From July 21, 2005, the RMB is permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. The appreciation/(depreciation) of the US$ against RMB was approximately 1.6%, (6.5)% and (2.3)% for the years ended December 31, 2019, 2020 and 2021, respectively. The functional currency and the reporting currency of the Company are the US$ and the RMB, respectively. Most of the Group’s revenues and costs are denominated in RMB, while a portion of cash and cash equivalents and short-term investments, are denominated in US$. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the RMB and the US$ in the future. (d) Currency convertibility risk The Group transacts most of its business in RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions continue to take place either through the PBOC or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by the PBOC. Approval of foreign currency payments by the PBOC or other institutions requires submitting a payment application form together with suppliers’ invoices, shipping documents and signed contracts. |
Short-term Investments
Short-term Investments | 12 Months Ended |
Dec. 31, 2021 | |
Short-term Investments | |
Short-term Investments | 4 . Short-term investments classification as of December 31, 2020 and 2021 were shown as below: As of December 31, 2020 2021 2021 RMB RMB US$ Held-to-maturity debt securities 61,549,143 86,203,296 13,527,177 Trading debt securities 3,001,951 313,322 49,168 64,551,094 86,516,618 13,576,345 The gross unrecognized holding gain or loss on the held-to-maturity debt securities was nil as of December 31, 2020 and 2021. The cost of trading debt securities was RMB2,998,310 and RMB300,000 (US$47,077), with net unrealized gain of RMB3,641 and RMB13,322 (US$2,091) as of December 31, 2020 and 2021, respectively. For the years ended December 31, 2019, 2020 and 2021, interest income related to short-term debt securities was RMB500,298, RMB1,175,842 and RMB1,093,654 (US$171,618), respectively. |
Prepayments and Other Current A
Prepayments and Other Current Assets | 12 Months Ended |
Dec. 31, 2021 | |
Prepayments and Other Current Assets | |
Prepayments and Other Current Assets | 5 . The components of prepayments and other current assets are as follows: As of December 31, 2020 2021 2021 RMB RMB US$ Prepayments 2,515,711 1,392,929 218,581 Inventories 1,718,410 14,196 2,228 VAT recoverable 371,958 670,541 105,222 Interest receivables 309,027 364,594 57,213 Rental and other deposits 54,773 111,139 17,440 Others 189,652 871,288 136,724 5,159,531 3,424,687 537,408 The prepayments primarily consist of advertising fees paid in advance. |
Property, Equipment and Softwar
Property, Equipment and Software, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Equipment and Software, Net | |
Property, Equipment and Software, Net | 6. As of December 31, 2020 2021 2021 RMB RMB US$ At cost: Computer equipment, office equipment and purchased software 229,387 3,135,385 492,010 Leasehold improvement 23,780 28,773 4,515 253,167 3,164,158 496,525 Less: accumulated depreciation (50,314) (960,835) (150,776) 202,853 2,203,323 345,749 For the years ended December 31, 2019, 2020 and 2021, the Group recorded depreciation expenses included in the following captions: For the years ended December 31, 2019 2020 2021 2021 RMB RMB RMB US$ Costs of revenues 3,603 10,983 127,040 19,935 Sales and marketing expenses 2,415 2,477 6,217 976 General and administrative expenses 1,901 1,936 2,113 332 Research and development expenses 10,179 12,603 776,594 121,864 18,098 27,999 911,964 143,107 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets | |
Intangible Assets | 7. Intangible assets consisted of the following: Total RMB Balance as of January 1, 2020 1,994,292 Amortization (623,524) Foreign currency translation difference (94,017) Balance as of December 31, 2020 1,276,751 Addition 30,073 Amortization (583,416) Foreign currency translation difference (22,188) Balance as of December 31, 2021 701,220 In February 2018, the Company entered into a strategic cooperation framework agreement (the “Agreement”) with an affiliate of Tencent Group. The Company and Tencent Group agreed to cooperate in a number of areas primarily for Tencent Group to provide the Company with Weixin access point and other services and to pursue additional opportunities for future potential cooperation. The Agreement is valid for five years, from March 1, 2018 to February 28, 2023. The Company recognized the Agreement as an intangible asset at the fair value of consideration paid in the form of convertible preferred shares of RMB2,852 million. The Group recognizes the related amortization expense in costs of revenues, over the period of five years using the straight-line method. Amortization expense for intangible assets were RMB619,733, RMB623,524 and RMB583,416 (US$91,551) for the years ended December 31, 2019, 2020 and 2021, respectively. No impairment charge was recognized on the intangible assets for any of the three years in the period ended December 31, 2021. 7. The estimated annual amortization expense for each of the remaining fiscal years is as follows: Amortization RMB US$ 2022 576,506 90,466 2023 103,566 16,252 2024 3,007 472 2025 3,007 472 2026 and after 15,134 2,375 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Leases | 8. The Group has operating leases mainly for offices and warehouses in China. For the years ended December 31, 2019, 2020 and 2021, operating lease costs were RMB94,929, RMB177,976 and RMB385,377 (US$60,474); and short-term lease costs were RMB34,255, RMB31,394 and RMB141,507 (US$22,206), respectively. There were no leasing costs other than the operating lease costs and short-term lease costs for the years ended December 31, 2019, 2020 and 2021. A maturity analysis of the Company’s operating lease liabilities and reconciliation of the undiscounted cash flows to the operating lease liabilities recognized on the consolidated balance sheet was as below: Rental RMB US$ 2022 460,710 72,295 2023 304,207 47,737 2024 180,341 28,299 2025 73,786 11,579 2026 and after 13,325 2,091 Total undiscounted cash flows 1,032,369 162,001 Less: imputed interest (60,942) (9,563) Present value of lease liabilities 971,427 152,438 As of December 31, 2019, 2020 and 2021, the Company had no operating leases that had not yet commenced. As of December 31, 2019, 2020 and 2021, the weighted average remaining lease term was 4.37 years, 3.39 years and 2.74 years, respectively, and the weighted average discount rate was 5.36%, 4.90% and 4.38% for the Company’s operating leases, respectively. Other supplemental information related to leases is summarized below: For the years ended December 31, 2019 2020 2021 2021 RMB RMB RMB US$ Operating cash flows for operating leases 76,130 166,967 388,144 60,908 ROU assets obtained in exchange for new operating lease liabilities 402,646 265,821 704,142 110,495 |
Other Non-Current Asset
Other Non-Current Asset | 12 Months Ended |
Dec. 31, 2021 | |
Other Non-current Assets | |
Other Non-current Assets | 9. Other Non-Current Assets mainly include held-to-maturity debt securities, investment in convertible bonds, and equity method investments. Held-to-maturity debt securities mainly represent the time deposits made in financial institutions that the Group has positive intent and ability to hold to maturity. As of December 31, 2020 and 2021, the carrying amount for the investments, net of allowance for credit losses, was RMB4,315,096 and RMB13,008,899 (US$2,041,380), respectively. As of December 31, 2020 and 2021, the allowance for credit losses was RMB6,343 and RMB14,378 (US$2,256), respectively. The gross unrecognized holding gain or loss on the investments was nil as of December 31, 2020 and 2021. Gains recorded on these time deposits in the consolidated statements of comprehensive income/(loss) were nil, RMB66,602 and RMB83,728 (US$13,139) for the years ended December 31, 2019, 2020 and 2021, respectively. The following table summarizes the net carrying amount of long-term held-to-maturity debt securities with stated contractual dates, classified by the contractual maturity date of the investments: As of December 31, 2020 2021 2021 RMB RMB US$ Due in 1 year through 2 years 2,217,888 8,936,424 1,402,320 Due in 2 years through 3 years 2,097,208 4,072,475 639,060 4,315,096 13,008,899 2,041,380 The Group invested in convertible bonds issued by a third party in 2020, which is accounted for under the fair value option. As of December 31, 2020 and 2021, the fair value was RMB1,388,916 and RMB1,290,901 (US$202,571), respectively. Unrealized gains recorded on these convertible bonds in the consolidated statements of comprehensive income/(loss) was RMB88,928 for the year ended December 31, 2020, while unrealized loss of RMB67,065 (US$10,524) was recorded for the year ended December 31, 2021. Equity method investments consist of the Group’s investments as a limited partner in certain limited partnership funds, including funds set up by the Company’s related parties, to make strategic investments. As of December 31, 2020 and 2021, the carrying amount for the investments was RMB1,135,141 and RMB1,968,156 (US$308,847), respectively. No equity method investments were considered, individually or in aggregate, material as of December 31, 2020 and 2021. During the year ended December 31, 2019, 2020 and 2021, the Group shared the profits of the equity investees and recognized RMB28,676, RMB83,654 and RMB246,828 (US$38,733) in share of results of equity investees in the consolidated statements of comprehensive income/(loss), respectively. There was no impairment on these investments during the years ended December 31, 2020 and 2021. |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Expenses and Other Liabilities | |
Accrued Expenses and Other Liabilities | 10. The components of accrued expenses and other liabilities are as follows: As of December 31, 2020 2021 2021 RMB RMB US$ Accrued advertising and marketing expenses 4,552,069 3,652,648 573,180 VAT and other tax payable 2,882,177 5,734,281 899,834 Payroll payable 1,806,787 1,949,173 305,868 Accounts payable 1,137,566 1,951,681 306,261 Others 814,773 797,730 125,181 11,193,372 14,085,513 2,210,324 |
Short-term Borrowings
Short-term Borrowings | 12 Months Ended |
Dec. 31, 2021 | |
Short-term Borrowings | |
Short-term Borrowings | 11. Short-term Borrowings As of December 31, 2020 and 2021, the short-term borrowings obtained from the banks were RMB1,828,923 and nil, respectively. As of December 31, 2020 and 2021, the borrowings were collateralized by bank wealth management products of RMB1,876,250 and nil, respectively, which were classified as short-term investments as provided by one of the Group’s wholly-owned subsidiaries. For the years ended December 31, 2019, 2020 and 2021, the Group recognized interest expense of RMB1,726, RMB61,542 and RMB9,156 (US$1,437), respectively, in the consolidated statements of comprehensive income/(loss). |
Convertible Bonds
Convertible Bonds | 12 Months Ended |
Dec. 31, 2021 | |
Convertible Bonds | |
Convertible Bonds | 12. (a) 2024 Convertible Bonds In September 2019, the Company issued US$1,000,000 principal amount 0.00% convertible senior notes including US$125,000 sold upon the exercise of the over-allotment option (the “2024 Notes”). The 2024 Notes will mature on October 1, 2024 unless redeemed, repurchased or converted prior to such date. 12. (a) 2024 Convertible Bonds (Continued) Holders may convert their 2024 Notes at their option prior to the close of business on the business day immediately preceding April 1, 2024 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2019 (and only during such calendar quarter), if the last reported sale price of the Company’s American Depositary Shares (the “ADSs”), each representing four Class A ordinary shares of the Company, par value US$0.000005 per share, for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day (the “2024 Price Condition”); (2) during the five-business-day-period after any ten-consecutive-trading-day-period (the “measurement period”) in which the trading price per US$1,000 principal amount of the 2024 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the ADSs and the conversion rate on each such trading day; (3) if the Company calls the 2024 Notes for a tax redemption; (4) if the Company calls the 2024 Notes for redemption at its option or (5) upon the occurrence of specified corporate events. On or after April 1, 2024 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their 2024 Notes at any time. Upon conversion, the Company will pay or deliver, as the case may be, cash, ADSs, or a combination of cash and ADSs, at its election. The initial conversion rate of the 2024 Notes is 23.4680 of the Company’s ADS per US$1,000 principal amount of the 2024 Notes (which is equivalent to an initial conversion price of approximately US$42.61 per ADS). The conversion rate will be subject to adjustment in some events. In addition, following certain corporate events that occur prior to the maturity date, if a make-whole fundamental change occurs prior to the maturity date of the 2024 Notes, or under certain circumstances upon a tax redemption or the Company’s optional redemption, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its 2024 Notes in connection with such corporate event, such make-whole fundamental change or such notice of tax redemption or notice of optional redemption, as the case may be. The Company may not redeem the 2024 Notes prior to October 1, 2022 unless certain tax-related events occur. On or after October 1, 2022, the Company may redeem for cash all or part of the 2024 Notes, at its option, if the last reported sale price of the Company’s American Depositary Shares has been at least 130% of the conversion price then in effect on (i) each of at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately prior to the date the Company provides notice of redemption; and (ii) the trading day immediately preceding the date the Company sends such notice. Holders of the 2024 Notes may require the Company to repurchase all or part of their 2024 Notes in cash on October 1, 2022 (the “Repurchase Date”) or in the event of certain fundamental changes. No sinking fund is provided for the 2024 Notes. (b) 2025 Convertible Bonds In November 2020, the Company issued US$2,000,000 principal amount 0.00% convertible senior notes including US$250,000 sold upon the exercise of the over-allotment option (the “2025 Notes”). The Notes will mature on December 1, 2025 unless redeemed, repurchased or converted prior to such date. 12. (b) 2025 Convertible Bonds (Continued) Holders may convert their 2025 Notes at their option prior to the close of business on the business day immediately preceding June 1, 2025 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2021 (and only during such calendar quarter), if the last reported sale price of the Company’s ADS, par value US$0.000005 per share, for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five-business-day period after any ten-consecutive-trading-day period (the “measurement period”) in which the “trading price” (as defined below) per US$1,000 principal amount of 2025 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the ADSs and the conversion rate on each such trading day; (3) if the Company calls the 2025 Notes for a tax redemption; (4) if the Company calls the 2024 Notes for redemption at its option or (5) upon the occurrence of specified corporate events. On or after June 1, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their 2025 Notes at any time, regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, ADSs, or a combination of cash and ADSs, at its election. The conversion rate will initially be 5.2459 ADSs per US$1,000 principal amount of 2025 Notes (equivalent to an initial conversion price of approximately US$190.63 per ADS). The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid special interest, if any. In addition, following certain corporate events that occur prior to the maturity date or following the Company’s delivery of a notice of a tax or optional redemption, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its 2025 Notes in connection with such a corporate event or such notice of tax or optional redemption, as the case may be. The Company may not redeem the 2025 Notes prior to December 6, 2023 unless certain tax-related events occur. On or after December 6, 2023, the Company may redeem for cash all or part of the 2025 Notes, at its option, if the last reported sale price of its ADSs has been at least 130% of the conversion price then in effect on (i) each of at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately prior to the date the Company provide notice of redemption and (ii) the trading day immediately preceding the date the Company send such notice. Holders of the 2025 Notes may require the Company to repurchase all or part of their 2025 Notes in cash on December 1, 2023 (the “Repurchase Date”) or in the event of certain fundamental changes. No sinking fund is provided for the 2025 Notes. (c) Accounting for Convertible Bonds As the conversion option may be settled in cash, ADSs, or a combination of cash and ADSs at the Company’s option, the Company separated the 2024 Notes and the 2025 Notes (collectively as the “Notes”) into liability and equity components in accordance with ASC 470-20, Debt with Conversion and Other Options 12. (c) Accounting for Convertible Bonds (Continued) The gross proceeds from the issuance of the 2024 Notes were US$1,000,000. Debt issuance costs including underwriting commissions and offering expenses were approximately US$15,680, which were allocated to the liability and equity components proportionately. The gross proceeds from the issuance of the 2025 Notes were US$2,000,000. Debt issuance costs including underwriting commissions and offering expenses were approximately US$20,607, which were allocated to the liability and equity components proportionately. As of December 31, 2020 and 2021, the principal amount of the liability component of the Notes were US$2,883,024 and US$2,226,253, unamortized debt discount were US$671,068 and US$377,216, and net carrying amount of the liability component was RMB14,432,792 and RMB11,788,907, respectively. The carrying amount of the equity component was US$478,633 and US$(1,849,645), respectively. For the years ended December 31, 2020 and 2021, the amount of interest cost recognized relating to the amortization of the discount on the liability component was RMB695,794 and RMB1,221,846 (US$191,734), respectively. As of December 31, 2021, the liability component of 2024 Notes and 2025 Notes will be accreted up to the principal amount over a remaining period of 0.75 years and 1.92 years, respectively. For the year ended December 31,2020 and 2021, holders of 2024 Notes exercised their right to convert US$116,976 and US$656,771 principal amount of their notes, respectively, into shares under the 2024 Price Condition at its initial conversion price. Upon conversion, the Company issued 9,900,368 and 62,732,708 ordinary shares, respectively for the years ended December 31, 2020 and 2021. As of December 31, 2021, the if-converted values of remaining 2024 Notes were US$312,163, which exceeded their principal amount of US$226,253. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurement | |
Fair Value Measurements | 13. In accordance with ASC 820, the Company measures investment in convertible bonds and certain wealth management products classified as trading securities on a recurring basis. The following tables set forth the financial instruments measured at fair value on a recurring basis by level within the fair value hierarchy: Fair Value Measurements Quoted Price in Significant Active Market Other Unobservable for Identical Observable Inputs Assets (Level 1) Inputs (Level 2) (Level 3) RMB RMB RMB Recurring As of December 31, 2020: Short-term investments: Trading debt securities — 3,001,951 — Other non-current assets: Investment in convertible bonds — — 1,388,916 — 3,001,951 1,388,916 13. Fair Value Measurements Quoted Price in Significant Active Market Other Unobservable for Identical Observable Inputs Assets (Level 1) Inputs (Level 2) (Level 3) RMB RMB RMB Recurring As of December 31, 2021: Short-term investments: Trading debt securities — 313,322 — Other non-current assets: Investment in convertible bonds — — 1,290,901 — 313,322 1,290,901 Investment in convertible notes is classified under level 3 in the fair value hierarchy, with the fair value estimated based on the third-party appraisal report using the binomial model. Key inputs and parameters include volatility which is an expected rate based on the historical stock price of the bond issuer, risk free rate which is based on the yield of US government bond and discount rate which is based on yield of comparable bonds with similar credit rating applicable for the bond issuer. Certain wealth management products classified as trading securities is classified under level 2 in the fair value hierarchy, with the fair value determined based on quoted prices of similar assets. Reconciliations of assets categorized within Level 3 under the fair value hierarchy are as follow: Amounts RMB US$ Balance at December 31, 2020 1,388,916 217,951 Net unrealized fair value (67,065) (10,524) Foreign currency translation adjustments (30,950) (4,856) Balance at December 31, 2021 1,290,901 202,571 As of December 31, 2020 and 2021, the Group did not have any assets or liabilities that were measured at fair value on a non-recurring basis and no impairment charge was recorded. 13. The followings are financial instruments not measured at fair value in the consolidated balance sheets, but for which the fair value is estimated for disclosure purposes. The fair values of held-to-maturity debt investments are estimated using prevailing interest rates. The fair values of the convertible bonds are based on broker quotes: Fair Value Measurements Quoted Price in Significant Active Market Other Unobservable for Identical Observable Inputs Assets (Level 1) Inputs (Level 2) (Level 3) RMB RMB RMB As of December 31, 2020: Short-term investments: Held-to-maturity debt securities — 61,549,143 — Other non-current assets: Held-to-maturity debt securities — 4,315,096 — Convertible bonds — 40,760,994 — As of December 31, 2021: Short-term investments: Held-to-maturity debt securities — 86,203,296 — Other non-current assets: Held-to-maturity debt securities — 13,008,899 — Convertible bonds — 13,690,953 — |
Ordinary Shares
Ordinary Shares | 12 Months Ended |
Dec. 31, 2021 | |
Ordinary Shares | |
Ordinary Shares | 14. Holders of Class A ordinary shares and Class B ordinary shares are entitled to the same rights except for voting rights. In respect of matters requiring a shareholder’s vote, each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to ten votes. In the third quarter of 2018, the Company completed its Initial Public Offering (“IPO”) on the National Association of Securities Deal Automated Quotations under the symbol of “PDD”. In February 2019, the Company completed a follow-on public offering and issued 48,435,000 ADSs, representing 193,740,000 Class A ordinary shares for total proceeds net of issuance costs of US$1,181,209. In April 2020, the Company completed a private placement and issued 135,426,300 Class A Ordinary Shares for total proceeds of US$1,100,000. In June 2020, 664,703,620 Class B ordinary shares were converted into Class A ordinary shares by the holder on a one-for-one basis. In November 2020, the Company completed a follow-on public offering and issued 33,005,000 ADSs, representing 132,020,000 Class A ordinary shares for total proceeds net of issuance costs of US$4,074,642. In December 2020, the Company completed a private placement and issued 15,384,612 Class A Ordinary Shares for total proceeds of US$500,000. In March 2021, 1,409,744,080 Class B ordinary shares were converted into Class A ordinary shares by the holder on a one-for-one basis. |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2021 | |
Revenues | |
Revenues | 15. Revenues For the years ended December 31, 2019 2020 2021 2021 RMB RMB RMB US$ Online marketing services and others 26,813,641 47,953,779 72,563,402 11,386,782 Transaction services 3,328,245 5,787,415 14,140,449 2,218,945 Merchandise sales — 5,750,671 7,246,088 1,137,069 30,141,886 59,491,865 93,949,939 14,742,796 Contract balances The Group’s contract liabilities comprised of customer advances and deferred revenues and portions of payable to merchants: As of December 31, 2020 December 31, 2021 December 31, 2021 RMB RMB US$ Customer advances and deferred revenues 2,423,190 1,166,764 183,091 Payable to merchants 224,896 319,329 50,110 Customer advances and deferred revenues and payable to merchants relate to considerations received in advance for online marketplace services and merchandise sales, for which control of the services occur at a later point in time. During the year ended December 31, 2021, revenues of RMB2,487,806 were recognized from the carrying value of contract liabilities as of December 31, 2020. During the year ended December 31, 2020, revenues of RMB651,877 were recognized from the carrying value of contract liabilities as of December 31,2019. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-Based Compensation | |
Share-Based Compensation | 16. In order to provide additional incentives to employees and to promote the success of the Group’s business, the Group adopted a share incentive plan in 2015 (the ”2015 Plan”). The 2015 Plan allows the Group to grant options to employees, directors or consultants. Under the 2015 Plan, the maximum aggregate number of shares that may be issued shall not exceed 581,972,860. The terms of the options shall not exceed ten years from the date of grant. In July 2018, the Group adopted the 2018 Share Incentive Plan (the “2018 Plan”). The 2018 Plan allows the Group to grant options and RSUs to employees, directors or consultants. Under the 2018 Plan, the maximum aggregate number of shares that may be issued pursuant to all awards is initially 363,130,400, plus an annual increase on the first day of each fiscal year of the company during the term of the 2018 Plan commencing with the fiscal year beginning January 1, 2019, by an amount equal to the lessor of (i) 1.0% of the total number of shares issued and outstanding on the last day of the immediately preceding fiscal year, and (ii) such number of shares as may be determined by our board of directors. In March 2021, our board of directors approved an amendment to the 2018 Plan to increase the annual increase percentage from 1.0% to 3.0% effective from the fiscal year beginning January 1, 2022. For the share options granted under the 2015 Plan and the 2018 Plan, in addition to the explicit service periods of four years, with 25% of the options vesting annually, Class A ordinary shares acquired from the exercise of vested options cannot be sold or transferred by the employees without the prior written consents of the Company within the first three years of vested (“Restricted Shares”). In the event that employment relationship is terminated with the Company, voluntarily or involuntarily, within the three-year lock-up periods, the Company may, at its sole discretion, repurchase the Restricted Shares at the employee’s exercise price. The Group determined the substance of the lock up periods to be additional implicit service periods of three years, thereby extending the vesting terms of the options to be seven years in total. 16. The RSUs granted under the 2018 Plan vest over a period of four years with 25% vesting on each anniversary from the date of grant, or with 50% of the RSUs vesting on the second anniversary and 25% on each of the third and fourth anniversary from the date of grant. (a) Share options: The following table summarize the Group’s option activities under the 2015 Plan and the 2018 Plan: Weighted Weighted Weighted average average average Aggregate remaining Number of exercise grant date intrinsic contractual share options price fair value value term US$ US$ US$ Years Outstanding as of December 31, 2020 731,051,100 0.0065 3.1775 32,466,710 6.94 Granted 21,307,640 0.0065 32.0457 Forfeited (23,324,000) 0.0065 4.6934 Exercised (9,031,204) 0.0065 0.0789 Outstanding as of December 31, 2021 720,003,536 0.0065 4.0216 10,489,372 6.07 Vested and expected to vest as of December 31, 2021 720,003,536 0.0065 4.0216 10,489,372 6.07 Exercisable as of December 31, 2021 552,456,551 0.0065 2.4085 8,048,463 5.68 The aggregate intrinsic value is calculated as the difference between the exercise price of the awards and the fair value of the underlying Ordinary Shares at each reporting date, for those awards that had exercise price below the estimated fair value of the relevant Ordinary Shares. The total fair value of vested options RMB3,949,471 (US$619,758) for the years ended December 31 2021. As of December 31, 2021, total unrecognized share-based compensation expense relating to unvested awards was RMB10,135,015 (US$1,590,405) which is expected to be recognized over a weighted-average period of 3.06 years. The Group calculated the estimated fair value of the options on the respective grant dates using the binomial-lattice option valuation model with the following assumptions for each applicable period which took into account variables such as volatility, dividend yield, and risk-free interest rates: For the years ended December 31, 2019 2020 2021 Risk-free interest rates 1.50%-2.90% 0.62%-1.13% 1.31%-1.69% Expected volatility 43.52%-57.59% 43.89%-46.68% 46.28%-46.87% Expected dividend yield 0% 0% 0% Exercise multiple 2.80 2.80 2.80 Post-vesting forfeit rate 0% 0% 0% Fair value of underlying ordinary shares $4.8550-$8.9875 $8.9450-$34.1350 $22.0375-$46.5375 Fair value of share option $4.8485-$8.9810 $8.9385-$34.1285 $22.0310-$46.5310 16. (b) RSUs: The following table summarize the Group’s RSU activities under the 2018 Plan: Weighted Number of average grant RSUs date fair value US$ Outstanding as of December 31, 2020 43,820,456 9.1088 Granted 17,384,044 32.4843 Vested (15,364,748) 6.8158 Forfeited (4,321,288) 15.7243 Outstanding as of December 31, 2021 41,518,464 19.0563 The total fair value of the RSUs vested during the years ended December 31, 2021 was RMB675,837 (US$ 106,054). As of December 31, 2021, RMB3,024,500 (US$474,610) of unrecognized share-based compensation expenses related to RSUs is expected to be recognized over a weighted average vesting period of 2.46 years using the accelerated method. Total unrecognized share-based compensation expenses may be adjusted for future changes when actual forfeitures incurred. (c) Share-based compensation expense by function: The Group recognized share-based compensation expenses for the years ended December 31, 2019, 2020 and 2021 as follows: For the years ended December 31, 2019 2020 2021 2021 RMB RMB RMB US$ Costs of revenues 23,835 32,291 26,624 4,178 Sales and marketing expenses 860,862 1,093,547 1,612,219 252,992 General and administrative expenses 786,641 966,985 792,421 124,348 Research and development expenses 886,368 1,520,220 2,343,466 367,741 2,557,706 3,613,043 4,774,730 749,259 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Income Taxes | 17. Cayman Islands Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain arising in Cayman Islands. Additionally, upon payments of dividends by the Company to its shareholders, no Cayman Islands withholding tax will be imposed. Hong Kong Walnut HK is incorporated in Hong Kong and is subject to Hong Kong profits tax at the rate of 16.5% on its activities conducted in Hong Kong and it may be exempted from income tax on its foreign-derived income and there are no withholding taxes in Hong Kong on remittance of dividends. 17. PRC The Company’s subsidiaries and VIE and its subsidiaries in the PRC are subject to the statutory rate of 25%, in accordance with the Enterprise Income Tax law (the ”EIT Law”), which was effective since January 1, 2008, except for certain entities eligible for preferential tax rates. Shanghai Xunmeng, a subsidiary of VIE, was recognized as high and new technology enterprise (“HNTE”) and was eligible for a preferential tax rate of 15% from 2018 to 2023. Walnut Shanghai, a subsidiary of the Company, was recognized as HNTE and was eligible for a preferential tax rate of 15% from 2021 to 2023. Xinzhijiang, a subsidiary of the Company established in April 2018, located in Qianhai District, Shenzhen, Guangdong Province, was eligible for a preferential tax rate of 15% and started to apply this rate from then on. The preferential tax rate is awarded to companies that are located in Qianhai District which operate in certain encouraged industries, from 2014 to 2025. Dividends, interests, rent or royalties payable by the Company’s PRC subsidiaries, to non-PRC resident enterprises, and proceeds from any such non-resident enterprise investor’s disposition of assets (after deducting the net value of such assets) shall be subject to 10% withholding tax, unless the respective non-PRC resident enterprise’s jurisdiction of incorporation has a tax treaty or arrangements with China that provides for a reduced withholding tax rate or an exemption from withholding tax. The Group’s (loss)/profit before income taxes consisted of: For the years ended December 31, 2019 2020 2021 2021 RMB RMB RMB US$ Non-PRC (2,741,219) (3,763,962) (5,633,012) (883,942) PRC (4,226,384) (3,415,780) 15,335,267 2,406,438 (6,967,603) (7,179,742) 9,702,255 1,522,496 The Group’s income taxes consisted of: For the years ended December 31, 2019 2020 2021 2021 RMB RMB RMB US$ Current income tax — — 1,933,798 303,456 Deferred income tax benefit — — (213) (34) — — 1,933,585 303,422 17. Income Taxes (Continued) PRC (Continued) The reconciliations of the income tax expenses for the years ended December 31, 2019, 2020 and 2021 were as follows: For the years ended December 31, 2019 2020 2021 2021 RMB RMB RMB US$ (Loss)/ profit before income tax expense (6,967,603) (7,179,742) 9,702,255 1,522,496 PRC statutory tax rate 25 % 25 % 25 % 25 % Income tax (benefits)/ expense at PRC statutory tax rate (1,741,901) (1,794,935) 2,425,564 380,624 International tax rate differential 735,028 1,077,383 1,522,480 238,910 Preferential tax rate differential 358,796 57,483 (1,439,100) (225,826) Non-deductible expenses (5,980) 108 167,098 26,221 Non-taxable income (61,151) (164,120) (139,417) (21,877) Deferred tax items tax rate differential (570,382) (110,821) 51,493 8,080 Additional deduction of research and development expenses (67,628) (124,858) (223,591) (35,086) Change in valuation allowance 1,353,218 1,059,760 (430,942) (67,624) Income tax expenses — — 1,933,585 303,422 The significant components of the Group’s deferred tax balances were as follows: As of December 31, 2020 2021 2021 RMB RMB US$ Deferred tax assets Tax losses carried forward 1,956,901 1,432,514 224,793 Carryforwards of non-deductible advertising expenses and donations 1,143,858 1,331,067 208,873 Others 94,186 31,926 5,010 Less: valuation allowance (3,194,945) (2,764,003) (433,732) Total deferred tax assets — 31,504 4,944 Total deferred tax liabilities — (31,291) (4,910) Net deferred tax assets — 213 34 In assessing the ability to realize the deferred tax assets, the Group has considered whether it is more likely than not that 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 evaluates the potential realization of deferred tax assets on an entity-by-entity basis. As of December 31, 2020 and 2021, management recorded full valuation allowance against deferred tax assets in entities that were in a cumulative loss with no forecast profits in the foreseeable future. As of December 31, 2020 and 2021, the Group had taxable losses of RMB8,689,427 and RMB5,881,960 (US$923,008) derived from entities in the PRC, which can be carried forward for five years to offset future taxable profit, and the period was extended to ten years for entities qualified as HNTEs in 2021 and thereafter. The PRC taxable loss will expire from December 31, 2022 to 2030 if not utilized. The tax losses in Hong Kong can be carried forward with no expiration date. The Group plans to indefinitely reinvest the undistributed earnings of its subsidiaries, the VIE and the subsidiaries of the VIE located in the PRC. As of December 31, 2020 and 2021, all of the earnings distributable by our subsidiaries in China were reserved for permanent reinvestment in China, and no withholding tax has been accrued. As of December 31, 2020 and 2021, the Group did not have significant unrecognized tax benefit, all of which were presented on a net basis against the deferred tax assets related to tax loss carry forwards on the consolidated balance sheets. It is possible that the amount of unrecognized benefit will further change in the next 12 months; however, an estimate of the range of the possible change cannot be made at this moment. 17. PRC (Continued) For the years ended December 31, 2019, 2020 and 2021, no interest expense was accrued in relation to the unrecognized tax benefit. As of December 31, 2020 and 2021 there were no accumulated interest expenses recorded in unrecognized tax benefit. As of December 31, 2021, the tax years ended December 31, 2016 through period ended as of the reporting dates for the WFOE, the VIE and the subsidiaries of the VIE remain open to examination by the PRC tax authorities. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | 18. (a) Related parties Names of related parties Relationship with the Group Tencent and its affiliates (“Tencent Group”) A shareholder of the Company Ningbo Hexin Equity Investment Partnership Company controlled by one of the executive officers of the Company Shanghai Fufeitong Information Service Co., Ltd. (“Shanghai Fufeitong”) Company controlled by one of the executive officers of the Company (b) Other than disclosed elsewhere, the Group had the following significant related party transactions for the years ended December 31, 2019, 2020 and 2021, respectively: For the years ended December 31, 2019 2020 2021 2021 RMB RMB RMB US$ Services received from: Tencent Group 2,298,074 10,541,479 8,416,635 1,320,755 Shanghai Fufeitong — 45,364 211,414 33,175 In 2021, the Group purchased a batch of computer equipment from Tencent Group with a total amount of RMB1,833,495 (US$287,715). (c) The Group had the following significant related party balances as of December 31, 2020 and 2021: As of December 31, 2020 2021 2021 RMB RMB US$ Amounts due from related parties: Current: Tencent Group* 3,177,536 2,803,265 439,893 Ningbo Hexin Equity Investment Partnership ** 697,632 697,632 109,474 Shanghai Fufeitong 364,517 748,875 117,515 Amounts due to related parties: Current: Tencent Group 3,370,928 1,916,482 300,738 Shanghai Fufeitong 14,935 46,525 7,301 * ** |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings/ (Loss) Per Share | |
Earnings/ (Loss) Per Share | 19. Earnings/(Loss) Per Share The following table sets forth the computation of basic and diluted net earnings/(loss) per share for the following periods: For the year ended December 31, 2019 2020 2021 2021 RMB RMB RMB US$ Numerator: Net (loss)/ income (6,967,603) (7,179,742) 7,768,670 1,219,074 Net (loss)/ income attributable to ordinary shareholders (6,967,603) (7,179,742) 7,768,670 1,219,074 Denominator (in thousands of shares): Weighted-average number of ordinary shares outstanding – basic 4,627,278 4,768,343 5,012,651 5,012,651 Adjustments for dilutive RSUs and share options — — 701,113 701,113 Weighted-average number of ordinary shares outstanding – diluted 4,627,278 4,768,343 5,713,764 5,713,764 (Loss)/ earnings per share – basic (1.51) (1.51) 1.55 0.24 (Loss)/ earnings per share –diluted (1.51) (1.51) 1.36 0.21 During the years ended December 31, 2020 and 2021, the Company issued 12,050,000 and 40,000,000 ordinary shares to its share depositary bank, respectively. No consideration was received by the Company for the issuance. As of December 31, 2021, 29,914,080 out of the total 52,650,000 ordinary shares were used to settle share-based compensation. The remaining 22,735,920 ordinary shares are legally issued and outstanding but are treated as escrowed shares for accounting purposes and therefore, have been excluded from the computation of earnings/(loss) per share. The Group did not include certain share options, restricted shares and the effect of convertible bonds in the computation of diluted loss per share for the years ended December 31, 2019 and 2020 because those share options, restricted shares and convertible bonds were anti-dilutive. The Group did not include the effect of convertible bonds in the computation of diluted earnings per share for the year ended December 31, 2021 because those convertible bonds were anti-dilutive. |
Restricted Net Assets
Restricted Net Assets | 12 Months Ended |
Dec. 31, 2021 | |
Restricted Net Assets | |
Restricted Net Assets | 20. The Company’s ability to pay dividends is primarily dependent on the Company receiving distributions of funds from its subsidiaries, the VIE and subsidiaries of the VIE. Relevant PRC statutory laws and regulations permit payments of dividends by the Company’s PRC subsidiaries, the VIE and subsidiaries of the VIE only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. The results of operations reflected in the consolidated financial statements prepared in accordance with U.S. GAAP differ from those reflected in the statutory financial statements of the Company’s subsidiaries, the VIE and subsidiaries of the VIE. In accordance with the PRC Regulations on Enterprises with Foreign Investment and the articles of association of the Company’s PRC subsidiaries, a foreign-invested enterprise established in the PRC is required to provide certain statutory reserves, namely general reserve fund, the enterprise expansion fund and staff welfare and bonus fund which are appropriated from net profit as reported in the enterprise’s PRC statutory accounts. A foreign-invested enterprise is required to allocate at least 10% of its annual after-tax profit to the general reserve fund until such reserve has reached 50% of its respective registered capital based on the enterprise’s PRC statutory accounts. Appropriations to the enterprise expansion fund and staff welfare and bonus fund are at the discretion of the board of directors for all foreign-invested enterprises. The aforementioned reserves can only be used for specific purposes and are not distributable as cash dividends. The WFOE was established as a foreign-invested enterprise and, therefore, is subject to the above mandated restrictions on distributable profits. For the years ended December 31, 2019, 2020 and 2021, WFOE did not have after-tax profit and therefore no statutory reserves have been allocated. 20. Foreign exchange and other regulations in the PRC may further restrict the Company’s VIE from transferring funds to the Company in the form of dividends, loans and advances. Amounts restricted include paid-in capital and statutory reserves of the Company’s PRC Subsidiaries and the equity of the VIE, as determined pursuant to PRC generally accepted accounting principles. As of December 31, 2021, restricted net assets of the Company’s PRC subsidiaries, the VIE and subsidiaries of the VIE were RMB23,306,392 (US$3,657,281). |
Mainland China Employee Contrib
Mainland China Employee Contribution Plan | 12 Months Ended |
Dec. 31, 2021 | |
Mainland China Employee Contribution Plan | |
Mainland China Employee Contribution Plan | 21. As stipulated by the regulations of the PRC, full-time employees of the Group are entitled to various government statutory employee benefit plans, including medical insurance, maternity insurance, workplace injury insurance, unemployment insurance and pension benefits through a PRC government-mandated multi-employer defined contribution plan. The Group is required to make contributions to the plan based on certain percentages of employees’ salaries.The total expenses the Group incurred for the plan were RMB334,434, RMB277,429 and RMB829,440 (US$130,157) for the years ended December 31, 2019, 2020 and 2021, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 22. (a) Operating lease commitments The Company leases offices for operation under operating leases. Future minimum lease payments under non-cancellable operating leases with initial terms in excess of one year is included in Note 8. (b) Investment commitments The Group’s investment commitments primarily relate to capital contributions obligation under certain arrangement which does not have contractual maturity date. As of December 31, 2021, the total investment commitments contracted but not yet reflected in the financial statements amounted to approximately RMB140,000 (US$21,969). (c) Contingencies In the ordinary course of business, the Group is from time to time involved in legal proceedings and litigations. Between August and December 2018, several putative shareholder class action lawsuits were filed against the Group and certain of its officers and directors in the U.S. District Court for the Southern District of New York (“SDNY”) and the Superior Court of the State of California. In March 2020, the court granted the Group’s motion to dismiss the claims in the consolidated action in the SDNY, following which the plaintiffs filed an appeal in April 2020. The judgement of the U.S. District Court for SDNY was affirmed by the United States Court of Appeals for the Second Circuit in August 2021. In February 2021, the Superior Court of the State of California dismissed all claims against the Group for lack of personal jurisdiction. As of December 31, 2021, the Group did not consider an unfavorable outcome in any material respects in the outstanding legal proceedings and litigations to be probable. |
Condensed Financial Information
Condensed Financial Information of the Company | 12 Months Ended |
Dec. 31, 2021 | |
Condensed Financial Information of the Company | |
Condensed Financial Information of the Company | 23. The following is the condensed financial information of the Company on a parent company only basis. As of December 31, 2020 2021 RMB RMB US$ ASSETS Current assets Cash and cash equivalents 6,566 2,269 356 Short-term investments 5,840,247 — — Others 359 390 61 Total current assets 5,847,172 2,659 417 Non-current assets Intangible asset 1,276,751 674,057 105,774 Investments in subsidiaries, the VIE and subsidiaries of the VIE 67,814,679 86,252,341 13,534,875 Total non-current assets 69,091,430 86,926,398 13,640,649 Total assets 74,938,602 86,929,057 13,641,066 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities Accrued expenses and other liabilities 327,004 24,607 3,861 Total current liabilities 327,004 24,607 3,861 Convertible bonds 14,432,792 11,788,907 1,849,937 Other non-current liabilities 2,918 996 156 Total non-current liabilities 14,435,710 11,789,903 1,850,093 Total liabilities 14,762,714 11,814,510 1,853,954 Shareholders’ equity Class A ordinary shares (US$ 0.000005 par value; 77,300,000,000 shares authorized; 3,545,065,888 and 5,057,542,676 shares issued and outstanding as of December 31, 2020 and 2021, respectively) 115 161 25 Class B ordinary shares (US$ 0.000005 par value; 2,200,000,000 shares authorized; 1,409,744,080 and nil shares issued and outstanding as of December 31, 2020 and 2021, respectively) 44 — — Additional paid-in capital 86,698,660 95,340,819 14,961,055 Accumulated other comprehensive loss (1,047,728) (2,519,900) (395,427) Accumulated deficits (25,475,203) (17,706,533) (2,778,541) Total shareholders’ equity 60,175,888 75,114,547 11,787,112 Total liabilities and shareholders’ equity 74,938,602 86,929,057 13,641,066 23. For the years ended December 31, 2019 2020 2021 RMB RMB RMB US$ Costs of revenues (619,733) (623,524) (580,506) (91,094) Sales and marketing expenses (47,746) (36,940) (27,839) (4,369) General and administrative expenses (3,245) (6,746) (40,826) (6,406) Total operating expenses (50,991) (43,686) (68,665) (10,775) Operating loss (670,724) (667,210) (649,171) (101,869) Interest income 318,166 126,502 32,452 5,092 Interest expense (144,132) (695,794) (1,221,846) (191,734) Other (loss)/gain (31) 53,244 27,497 4,315 Share of results from subsidiaries, the VIE and subsidiaries of the VIE (6,470,882) (5,996,484) 9,579,738 1,503,270 (Loss)/ profit before income tax (6,967,603) (7,179,742) 7,768,670 1,219,074 Income tax expenses — — — — Net (loss)/ income (6,967,603) (7,179,742) 7,768,670 1,219,074 Other comprehensive income/(loss), net of tax of nil Foreign currency translation difference, net of tax of nil 412,447 (2,495,958) (1,472,172) (231,016) Comprehensive (loss)/ income (6,555,156) (9,675,700) 6,296,498 988,058 For the years ended December 31, 2019 2020 2021 RMB RMB RMB US$ Net cash generated from operating activities 259,409 735,231 82,074 12,879 Cash flows from investing activities: Proceeds from sales of short-term investments 6,049,590 6,034,863 5,764,134 904,518 Cash given to purchase of short-term investments (5,998,024) (6,250,248) — — Cash given to subsidiaries, the VIE and subsidiaries of the VIE, net (20,293,132) (52,051,474) (5,855,304) (918,825) Net cash used in investing activities (20,241,566) (52,266,859) (91,170) (14,307) Cash flows from financing activities: Proceeds from the private placements — 11,063,339 — — Net proceeds from the follow-on offerings 7,993,828 26,805,438 — — Net proceeds from the issuance of convertible bonds 6,966,757 13,024,199 — — Others — (6) 318 50 Net cash generated from financing activities 14,960,585 50,892,970 318 50 Exchange rate effect on cash, cash equivalents and restricted cash 141,540 (16,490) 4,481 704 Net decrease in cash, cash equivalents and restricted cash (4,880,032) (655,148) (4,297) (674) Cash, cash equivalents and restricted cash at beginning of year 5,541,746 661,714 6,566 1,030 Cash, cash equivalents and restricted cash at end of year 661,714 6,566 2,269 356 23. Basis of presentation Condensed financial information is used for the presentation of the Company, or the parent company. The condensed financial information of the parent company has been prepared using the same accounting policies as set out in the Company’s consolidated financial statements except that the parent company used the equity method to account for investment in its subsidiaries, the VIE and subsidiaries of the VIE. The parent company records its investment in its subsidiaries, the VIE and its subsidiaries under the equity method of accounting as prescribed in ASC 323, Investments-Equity Method and Joint Ventures The parent company’s condensed financial statements should be read in conjunction with the Company’s consolidated financial statements. |
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 accompanying consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“US GAAP”). |
Principles of consolidation | (b) Principles of consolidation The consolidated financial statements include the financial statements of the Company, its subsidiaries, the VIE and the subsidiaries of the VIE. All significant inter-company transactions and balances between the Company, its subsidiaries, the VIE and subsidiaries of the VIE have been eliminated upon consolidation. |
Use of estimates | (c) Use of estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the balance sheet dates and revenues and expenses during the reporting periods. Significant accounting estimates reflected in the Group’s consolidated financial statements include, but are not limited to allowance for doubtful accounts arising from expected credit losses, economic lives and impairment of long-lived assets, valuation of short-term and long-term investments, valuation allowance for deferred tax assets, uncertain tax position, valuation for share-based compensation, liability component of convertible bonds and incremental borrowing rates for operating lease liabilities. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as such, differences may be material to the consolidated financial statements. |
Foreign currency | (d) Foreign currency The functional currency of the Company and its overseas subsidiaries is the US$. The Company’s PRC subsidiaries, the VIE and subsidiaries of the VIE determined their functional currencies to be RMB based on the criteria of ASC 830, Foreign Currency Matters Transactions denominated in foreign currencies are re-measured into the functional currency at the exchange rates prevailing on the transaction dates. Monetary assets and liabilities denominated in foreign currencies are re-measured at the exchange rates prevailing at the balance sheet date. Non-monetary items that are measured in terms of historical cost in foreign currency are re-measured using the exchange rates at the dates of the initial transactions. Exchange gains and losses are included in the consolidated statements of comprehensive income/(loss). The Company uses the average exchange rate for the year and the exchange rate at the balance sheet date to translate the operating results and financial position, respectively. Translation differences are recorded in accumulated other comprehensive income/(loss), a component of shareholders’ equity. |
Convenience translation | (e) Convenience translation Amounts in US$ are presented for the convenience of the reader and are translated at the noon buying rate of US$1.00 to RMB6.3726 on December 30, 2021, the last business day in December 2021, as published on the website of the United States Federal Reserve Board. No representation is made that the RMB amounts could have been, or could be, converted into US$ at such rate. |
Cash and cash equivalents | (f) Cash and cash equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments which are unrestricted as to withdrawal or use and have original maturities of three months or less when purchased. |
Restricted cash | (g) Restricted cash Restricted cash mainly represents cash received from consumers and reserved in a bank supervised account for payments to merchants. |
Short-term investments | (h) Short-term investments All highly liquid investments with original maturities of greater than three months but less than twelve months, are classified as short-term investments. Investments that are expected to be realized in cash during the next twelve months are also included in short-term investments. The Group accounts for short-term debt investments in accordance with ASC Topic 320 (“ASC 320”), Investments-Debt Securities Investments — Equity Securities Short-term debt investments include time deposits and wealth management products in financial institutions that the Group has positive intent and ability to hold to maturity, both of which are categorized as “held to maturity”. Wealth management products with the intention to sell in the near term are classified as trading securities and measured at fair value. Any realized gains or losses on the sale of the short-term investments are determined on a specific identification method and are reflected in earnings during the period in which gains or losses are realized. Realized and unrealized gains and losses and interest income from the short-term investments are recorded in “Interest and investment income, net” in the consolidated statements of comprehensive income/(loss). |
Long-term investments | (i) Long-term investments The Group’s long-term investments consist of long-term held-to-maturity debt securities, investment in convertible bonds and equity method investments, which are included in other non-current assets. The Group accounts for long-term held-to-maturity debt securities in accordance with ASC Topic 320 (“ASC 320”), Investments-Debt Securities The Group has elected the fair value option for investment in convertible bonds in accordance with ASC Subtopic 825-10 (“ASC 825-10”), Recognition and Measurement of Financial Assets and Financial Liabilities The Group’s investments in common stock or in-substance common stock in entities in which it can exercise significant influence but does not own a majority equity interest or control are accounted for using the equity method of accounting and classified as “equity method investments” in accordance with ASC Subtopics 323-10 (“ASC 323-10”), Investments-Equity Method and Joint Ventures: Overall |
Property, equipment and software, net | (j) Property, equipment and software, net Property, equipment and software are stated at cost and are depreciated and amortized using the straight-line method over the estimated useful lives of the assets, as follows: Category Estimated useful life Computer equipment 1-3 years Office equipment 3 years Purchased software 3-5 years Leasehold improvements Over the shorter of lease terms or the estimated useful lives of the assets Repair and maintenance costs are charged to expense as incurred, whereas the costs of renewals and betterments that extend the useful lives of property, equipment and software are capitalized as additions to the related assets. Retirements, sales and disposals of assets are recorded by removing the cost and accumulated depreciation from the asset and accumulated depreciation accounts with any resulting gain or loss reflected in the consolidated statements of comprehensive income/(loss). Direct costs that are related to the construction of property, equipment and software and incurred in connection with bringing the assets to their intended use are capitalized as construction in progress. Construction in progress is transferred to specific property, equipment and software, and the depreciation of these assets commences when the assets are ready for their intended use. |
Inventories | (k) Inventories Inventories, primarily consisting of products available for sale, are stated at the lower of cost and net realizable value. Cost of inventories is determined using the weighted average cost method. |
Impairment of long-lived assets other than goodwill | (l) Impairment of long-lived assets other than goodwill The Group evaluates its long-lived assets, including fixed assets and intangible assets with finite lives, for impairment whenever events or changes in circumstances, such as a significant adverse change to market conditions that will impact the future use of the assets, indicate that the carrying amount of an asset may not be fully recoverable. When these events occur, the Group evaluates the recoverability of long-lived assets by comparing the carrying amounts of the assets to the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amounts of the assets, the Group recognizes an impairment loss based on the excess of the carrying amounts of the assets over their fair value. Fair value is generally determined by discounting the cash flows expected to be generated by the assets, when the market prices are not readily available. For all periods presented, there were no impairment of any of the Group’s long-lived assets. |
Fair value of financial instruments | (m) Fair value of financial instruments The Group’s financial instruments include cash and cash equivalents, restricted cash, receivables from online payment platforms, amounts due from/to related parties, merchant deposits, payables to merchants, short-term investments, long-term debt investments and convertible bonds. For the aforementioned financial instruments included in current assets and liabilities, except for ones measured at fair value, their carrying amount approximate to their respective fair values because of the general short maturities. The carrying amounts of long-term held-to-maturity debt securities approximate to fair values as the related interest rates currently offered by financial institutions for similar debt instruments of comparable maturities. The fair value of convertible bonds that are not reported at fair value are disclosed in Note 13. The Group applies ASC 820, Fair Value Measurements and Disclosures ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — Other inputs that are directly or indirectly observable in the marketplace. Level 3 — Unobservable inputs which are supported by little or no market activity. ASC 820 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. |
Revenue recognition | (n) Revenue recognition Revenues are principally comprised of those generated from online marketplace services and merchandise sales. Revenues from online marketplace services primarily consist of online marketing services revenues and transaction services fees. Revenues represent the amount of consideration that the Company is entitled to in exchange for the transfer of promised goods or services in the ordinary course of the Company’s activities and is recorded net of value-added tax (“VAT”). Consistent with the criteria of ASC Topic 606 (“ASC 606”), Revenue from Contracts with Customers 2. (n) Revenue recognition (Continued) Online marketing services The Group entered into contractual agreements with certain merchants to provide online marketing services on the Group’s online marketplace for which the Group receives service fees from merchants. Online marketing services allow merchants to bid for keywords that match product listings appearing in search or browser results on the Group’s online marketplace. Merchants prepay for online marketing services that are charged on a cost-per-click basis. Under ASC 606, the related revenues are recognized at a point of time when consumers click the merchants’ product listings and the online marketing services are completed by the Group for the merchants. The positioning of such listings and the price for such positioning are determined through an online auction system, which facilitates price discovery through a market-based mechanism. The Group also provides display marketing services that allow the merchants to place advertisements on the platform primarily at fixed prices. In general, the merchants need to prepay for display marketing which is accounted for as customer advances and deferred revenues and revenues are primarily recognized over the period during which the advertising services are provided. Transaction services The Group charges fees for transaction services to merchants for sales transactions completed on the Group’s platform, where the Group does not take control of the products provided by the merchants at any point in the time during the transactions and does not have latitude over pricing of the merchandise. Transaction services fee is primarily determined as a percentage based on the purchase price of merchandise sold by the merchants. Revenues related to transaction services are recognized in consolidated statements of comprehensive income/(loss) at the time when the Group’s service obligations to the merchants are determined to have been completed under each sales transaction upon the confirmation of the receipts of goods by the consumers. The majority fees charged for transaction services are not refundable if and when consumers return the merchandise to merchants. The Group provides rebates to certain merchants on the online marketplace services by meeting certain requirements. Such rebates are netted against the online marketplace services revenues. Merchandise sales The Group in certain cases acquires the merchandises from suppliers and sells directly to the consumers. The Group acts as a principal for it takes control of the merchandises, is primarily obligated for the merchandise sold to the consumers, bears inventory risks and has the latitude in establishing prices. Revenues from merchandise sales are recorded on a gross basis, net of discounts and return allowances when the products are delivered and titles are passed to the consumers who are the Group’s customers in these transactions. Proceeds received in advance of customer acceptance are recorded as current liabilities in customer advances and deferred revenues. Membership services Certain consumers pay in advance for certain periods memberships in exchange for the access to a suite of benefits including coupons, which represent a single stand-ready obligation. As the members receive and consume the benefits of the Group’s promise throughout the subscription periods, the membership fees are recognized as revenue over the subscription periods on a straight-line basis. Coupons provided by the Group to the members are netted against the membership revenue with the resulting negative revenue, if any, being reclassed to marketing expenses for each membership contract. The membership revenue as recorded in the Group’s consolidated financial statements was immaterial during each presented period. 2. (n) Revenue recognition (Continued) Incentives provided to the consumers In order to promote its online marketplace and attract more registered consumers, the Group at its own discretion provides various forms of incentives, for example, coupons, credits and discounts that are not specific to any merchant, to the consumers that are not customers of the Group. Despite the absence of any explicit contractual obligations to incentivize the non-customer consumers on behalf of the merchants, the Group further evaluated the varying features of different incentive programs to determine that whether the incentives represent implicit obligations to the consumers on behalf of merchants and if so, should be recorded as reduction of revenues. Based on that evaluation, the Group determined that incentives provided to the consumers are not considered as payments to the merchant-customers. The Group at its discretion issues to the consumers coupons and credits upon completion of certain actions to promote the Group’s platform. The coupons can be used for future purchases of eligible merchandise offered on the Group’s online marketplace to reduce purchase price and the credits can be used to redeem cash from the Group. The Group recognizes the amounts of coupons and credits as marketing expenses when future purchases are completed or when the credits are issued. Discounts unconditionally provided to the consumers are recognized as marketing expenses when the related transaction services revenues from merchants are recognized. Certain discounts are provided to consumers upon their completion of certain actions to promote the platform, the Group records the related costs in marketing expenses upon the completion of such promotion tasks. |
Costs of revenues | (o) Costs of revenues Costs of revenues consist primarily of payment processing fees paid to third party online payment platforms, costs associated with the operation of the platform and others, such as costs and expenses attributable to merchandise sales, fulfillment fees, merchant support services, bandwidth and server costs, amortization, depreciation and maintenance costs, payroll, employee benefits and share-based compensation expenses, call center, surcharges and other expenses directly attributable to the online marketplace services. |
Advertising expenditures | (p) Advertising expenditures Advertising expenditures are expensed when incurred and are included in sales and marketing expenses. Total amount of advertising expenditures and incentive programs recognized in sales and marketing expenses were RMB25,867,772, RMB39,297,890 and RMB41,456,838 (US$6,505,483) for the years ended December 31, 2019, 2020 and 2021, respectively. |
Research and development expenses | (q) Research and development expenses Research and development expenses include payroll, employee benefits, and other operating expenses associated with research and platform development. Research and development expenses also include rent, depreciation and other related expenses. To date, expenditures incurred between when the application has reached the development stage and when it is substantially complete and ready for its intended use have been inconsequential and, as a result, the Group did not capitalize any software development costs in the accompanying consolidated financial statements. |
Credit loss | (r) Credit loss On January 1, 2020, the Group adopted Accounting Standards Update No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Leases | (s) Leases The Group adopted ASU No. 2016-02, Leases The Group as the lessee determines if an arrangement is a lease at inception. Leases are classified as operating or finance leases in accordance with the recognition criteria in ASC 842-20-25. The Group’s lease portfolio consisted entirely of operating leases as of December 31, 2019, 2020 and 2021. The Group’s leases do not contain any residual value guarantees or material restrictive covenants. At the commencement date of an operating lease, the Group records a right-of-use (“ROU”) asset and lease liability based on the present value of the lease payments over the lease term. 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. ROU assets include any lease prepayments and are reduced by lease incentives. Operating lease expense for lease payments is recognized on a straight-line basis over the lease term. Lease terms are based on the non-cancelable term of the lease and may contain options to extend the lease when it is reasonably certain that the Group will exercise that option. |
Income taxes | (t) Income taxes The Group follows the liability method of accounting for income taxes in accordance with ASC 740 (“ASC 740”), Income Taxes The Group accounted for uncertainties in income taxes in accordance with ASC 740. Interest and penalties related to unrecognized tax benefit recognized in accordance with ASC 740 are classified in the consolidated statements of comprehensive income/(loss) as income tax expenses. |
Share-based compensation | (u) Share-based compensation The Group applies ASC 718 (“ASC 718”), Compensation—Stock Compensation Compensation-Stock Compensation Improvement to Employee Share-based Payment Accounting |
Employee benefit expenses | (v) Employee benefit expenses As stipulated by the regulations of the PRC, full-time employees of the Group are entitled to various government statutory employee benefit plans, including medical insurance, maternity insurance, workplace injury insurance, unemployment insurance and pension benefits through a PRC government-mandated multi-employer defined contribution plan. The Group is required to make contributions to the plan and accrues for these benefits based on certain percentages of the qualified employees’ salaries. |
Comprehensive income/(loss) | (w) Comprehensive income/(loss) Comprehensive income/(loss) is defined as the changes in equity of the Group during a period from transactions and other events and circumstances excluding transactions resulting from investments by owners and distributions to owners. Among other disclosures, ASC 220, Comprehensive Income |
Earnings/(Loss) per share | (x) Earnings/(Loss) per share Basic earnings/(loss) per share is computed by dividing net income/(loss) attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period using the two-class method. Under the two-class method, net income/(loss) is allocated between ordinary shares and other participating securities based on their participating rights. Diluted earnings/(loss) per share is calculated by dividing net income/(loss) attributable to ordinary shareholders by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary equivalent shares consist of unvested restricted share unites (“RSUs”) and shares issuable upon the exercise of share options using the treasury stock method, and conversion of convertible bonds using the if-converted method. Ordinary equivalent shares are not included in the denominator of the diluted earnings/(loss) per share calculation when inclusion of such shares would be anti-dilutive. Basic and diluted earnings/(loss) per share are not reported separately for Class A ordinary shares or Class B ordinary shares (the ”Ordinary Shares”) as each class of shares has the same rights to undistributed and distributed earnings. |
Segment reporting | (y) Segment reporting The Group follows ASC 280, Segment Reporting |
Recent accounting pronouncements | (z) Recent accounting pronouncements In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which focuses on amending the legacy guidance on convertible instruments and the derivatives scope exception for contracts in an entity’s own equity. ASU 2020-06 simplifies an issuer’s accounting for convertible instruments by reducing the number of accounting models that require separate accounting for embedded conversion features. ASU 2020-06 also simplifies the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification. Further, ASU 2020-06 enhances information transparency by making targeted improvements to the disclosures for convertible instruments and earnings-per-share (EPS) guidance, i.e., aligning the diluted EPS calculation for convertible instruments by requiring that an entity use the if-converted method and that the effect of potential share settlement be included in the diluted EPS calculation when an instrument may be settled in cash or shares, adding information about events or conditions that occur during the reporting period that cause conversion contingencies to be met or conversion terms to be significantly changed. This update will be effective for the Group’s fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Entities can elect to adopt the new guidance through either a modified retrospective method of transition or a fully retrospective method of transition. The Group has preliminary assessed the impact of ASU 2020-06 adoption on the Group’s consolidated financial statements, including but not limited to the accounting for convertible notes. The Group will adopt on January 1, 2022, using the modified retrospective method, which will result in a cumulative-effect adjustment to decrease the opening balance of additional paid-in capital on January 1, 2022 by RMB3,818,926 (US$599,273), and increase the opening balance of accumulated deficits and convertible bonds on January 1, 2022 by RMB1,366,506 (US$214,435) and RMB2,316,324 (US$363,482), with remaining impact shown in accumulated other comprehensive income/(loss). |
Organization (Tables)
Organization (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization | |
Schedule of company's major subsidiaries, consolidated VIE and the subsidiary of the VIE | As of December 31, 2021, the details of the Company’s major subsidiaries, consolidated VIE and the subsidiaries of the VIE are as follows: Percentage of Date of Place of ownership by the Principal Entity incorporation incorporation Company activities Direct Indirect Subsidiaries: HongKong Walnut Street Limited (“Walnut HK”) April 28, 2015 Hong Kong 100 % — Holding company Hangzhou Weimi Network Technology Co., Ltd. (“Hangzhou Weimi” or the “WFOE”) May 28, 2015 PRC 100 % — Technology research and development Walnut Street (Shanghai) Information Technology Co., Ltd. (“Walnut Shanghai”) January 25,2018 PRC 100 % — Technology research and development Shenzhen Qianhai Xinzhijiang Information Technology Co., Ltd. (“Xinzhijiang”) April 25, 2018 PRC 100 % — E-commerce platform Shanghai Yucan Information Technology Co., Ltd. September 14, 2020 PRC 100 % — E-commerce platform VIE: Hangzhou Aimi Network Technology Co., Ltd. (“Hangzhou Aimi” or the “VIE”) April 14, 2015 PRC — 100 % E-commerce platform VIE’s subsidiary: Shanghai Xunmeng Information Technology Co., Ltd. (“Shanghai Xunmeng”) January 9, 2014 PRC — 100 % E-commerce platform |
Schedule of financial information for the VIE before eliminating the inter-company balances and transactions between the VIE, the subsidiaries of the VIE and other entities within the Group | As of December 31, 2020 2021 RMB RMB US$ ASSETS Current assets Cash and cash equivalents 3,593,192 2,430,440 381,389 Restricted cash 52,148,852 59,402,079 9,321,482 Receivables from online payment platforms 726,063 668,953 104,973 Short-term investments 7,026,442 12,306,340 1,931,133 Amounts due from related parties (i) 3,999,612 4,198,391 658,819 Amounts due from Group companies 9,932,418 40,425,872 6,343,701 Prepayments and other current assets 4,062,849 1,330,772 208,827 Total current assets 81,489,428 120,762,847 18,950,324 Non-current assets Property, equipment and software, net 186,403 2,116,566 332,135 Intangible asset — 27,163 4,262 Right-of-use assets 468,387 417,455 65,508 Deferred tax assets — 19,908 3,124 Other non-current assets 4,380,476 5,300,938 831,833 Total non-current assets 5,035,266 7,882,030 1,236,862 Total assets 86,524,694 128,644,877 20,187,186 As of December 31, 2020 2021 RMB RMB US$ LIABILITIES Current liabilities Amounts due to related parties (i) 3,385,863 1,962,029 307,885 Amounts due to Group companies 9,759,506 27,978,153 4,390,383 Customer advances and deferred revenues 2,422,907 1,158,738 181,831 Payable to merchants 53,417,259 61,947,517 9,720,917 Accrued expenses and other liabilities 6,999,827 9,360,166 1,468,814 Merchant deposits 10,926,319 13,360,409 2,096,540 Short-term borrowings 1,866,316 — — Lease liabilities 134,131 138,667 21,760 Total current liabilities 88,912,128 115,905,679 18,188,130 Lease liabilities 366,834 305,068 47,872 Deferred tax liabilities — 19,217 3,016 Total non-current liabilities 366,834 324,285 50,888 Total liabilities 89,278,962 116,229,964 18,239,018 1. Organization (Continued) The VIE agreements (Continued) For the years ended December 31, 2019 2020 2021 RMB RMB RMB US$ Net revenues from Group companies 2,244,429 12,602,673 22,136,726 3,473,735 External 17,630,903 38,749,188 55,740,613 8,746,919 Net revenues 19,875,332 51,351,861 77,877,339 12,220,654 Net (loss)/income (3,611,656) 2,552,665 15,169,180 2,380,375 (i) Information with respect to related parties is discussed in Note 18. For the years ended December 31, 2019 2020 2021 RMB RMB RMB US$ Net cash generated from operating activities 11,139,572 29,379,799 34,365,025 5,392,622 Net cash used in investing activities (5,249,046) (11,802,074) (26,828,581) (4,209,990) Net cash generated from/(used in) financing activities 4,546,481 7,818,632 (1,445,969) (226,904) Net increase in cash, cash equivalents and restricted cash 10,437,007 25,396,357 6,090,475 955,728 |
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 the assets | Category Estimated useful life Computer equipment 1-3 years Office equipment 3 years Purchased software 3-5 years Leasehold improvements Over the shorter of lease terms or the estimated useful lives of the assets |
Short-term Investments (Tables)
Short-term Investments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Short-term Investments | |
Schedule of short-term investments classification | As of December 31, 2020 2021 2021 RMB RMB US$ Held-to-maturity debt securities 61,549,143 86,203,296 13,527,177 Trading debt securities 3,001,951 313,322 49,168 64,551,094 86,516,618 13,576,345 |
Prepayments and Other Current_2
Prepayments and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Prepayments and Other Current Assets | |
Schedule of components of prepayments and other current assets | As of December 31, 2020 2021 2021 RMB RMB US$ Prepayments 2,515,711 1,392,929 218,581 Inventories 1,718,410 14,196 2,228 VAT recoverable 371,958 670,541 105,222 Interest receivables 309,027 364,594 57,213 Rental and other deposits 54,773 111,139 17,440 Others 189,652 871,288 136,724 5,159,531 3,424,687 537,408 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Equipment and Software, Net | |
Schedule of Property, equipment and software, net | As of December 31, 2020 2021 2021 RMB RMB US$ At cost: Computer equipment, office equipment and purchased software 229,387 3,135,385 492,010 Leasehold improvement 23,780 28,773 4,515 253,167 3,164,158 496,525 Less: accumulated depreciation (50,314) (960,835) (150,776) 202,853 2,203,323 345,749 |
Schedule of depreciation expenses allocated to captions in income statement | For the years ended December 31, 2019 2020 2021 2021 RMB RMB RMB US$ Costs of revenues 3,603 10,983 127,040 19,935 Sales and marketing expenses 2,415 2,477 6,217 976 General and administrative expenses 1,901 1,936 2,113 332 Research and development expenses 10,179 12,603 776,594 121,864 18,098 27,999 911,964 143,107 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets | |
Schedule of intangible asset | Total RMB Balance as of January 1, 2020 1,994,292 Amortization (623,524) Foreign currency translation difference (94,017) Balance as of December 31, 2020 1,276,751 Addition 30,073 Amortization (583,416) Foreign currency translation difference (22,188) Balance as of December 31, 2021 701,220 |
Schedule of estimated annual amortization expense | Amortization RMB US$ 2022 576,506 90,466 2023 103,566 16,252 2024 3,007 472 2025 3,007 472 2026 and after 15,134 2,375 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Summary of maturity analysis of the Company's operating lease liabilities and reconciliation of the undiscounted cash flows to the operating lease liabilities | Rental RMB US$ 2022 460,710 72,295 2023 304,207 47,737 2024 180,341 28,299 2025 73,786 11,579 2026 and after 13,325 2,091 Total undiscounted cash flows 1,032,369 162,001 Less: imputed interest (60,942) (9,563) Present value of lease liabilities 971,427 152,438 |
Summary of supplemental information related to leases | For the years ended December 31, 2019 2020 2021 2021 RMB RMB RMB US$ Operating cash flows for operating leases 76,130 166,967 388,144 60,908 ROU assets obtained in exchange for new operating lease liabilities 402,646 265,821 704,142 110,495 |
Other Non-Current Asset (Tables
Other Non-Current Asset (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Non-current Assets | |
Schedule of long-term held-to-maturity debt securities by contractual maturity date | As of December 31, 2020 2021 2021 RMB RMB US$ Due in 1 year through 2 years 2,217,888 8,936,424 1,402,320 Due in 2 years through 3 years 2,097,208 4,072,475 639,060 4,315,096 13,008,899 2,041,380 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Expenses and Other Liabilities | |
Schedule of accrued expenses and other liabilities | As of December 31, 2020 2021 2021 RMB RMB US$ Accrued advertising and marketing expenses 4,552,069 3,652,648 573,180 VAT and other tax payable 2,882,177 5,734,281 899,834 Payroll payable 1,806,787 1,949,173 305,868 Accounts payable 1,137,566 1,951,681 306,261 Others 814,773 797,730 125,181 11,193,372 14,085,513 2,210,324 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurement | |
Schedule of financial instruments measured at fair value on a recurring basis by level within the fair value hierarchy | Fair Value Measurements Quoted Price in Significant Active Market Other Unobservable for Identical Observable Inputs Assets (Level 1) Inputs (Level 2) (Level 3) RMB RMB RMB Recurring As of December 31, 2020: Short-term investments: Trading debt securities — 3,001,951 — Other non-current assets: Investment in convertible bonds — — 1,388,916 — 3,001,951 1,388,916 Fair Value Measurements Quoted Price in Significant Active Market Other Unobservable for Identical Observable Inputs Assets (Level 1) Inputs (Level 2) (Level 3) RMB RMB RMB Recurring As of December 31, 2021: Short-term investments: Trading debt securities — 313,322 — Other non-current assets: Investment in convertible bonds — — 1,290,901 — 313,322 1,290,901 |
Schedule of reconciliations of assets categorized within level 3 under the fair value hierarchy | Amounts RMB US$ Balance at December 31, 2020 1,388,916 217,951 Net unrealized fair value (67,065) (10,524) Foreign currency translation adjustments (30,950) (4,856) Balance at December 31, 2021 1,290,901 202,571 |
Schedule of fair value instruments on unobservable input reconciliation | Fair Value Measurements Quoted Price in Significant Active Market Other Unobservable for Identical Observable Inputs Assets (Level 1) Inputs (Level 2) (Level 3) RMB RMB RMB As of December 31, 2020: Short-term investments: Held-to-maturity debt securities — 61,549,143 — Other non-current assets: Held-to-maturity debt securities — 4,315,096 — Convertible bonds — 40,760,994 — As of December 31, 2021: Short-term investments: Held-to-maturity debt securities — 86,203,296 — Other non-current assets: Held-to-maturity debt securities — 13,008,899 — Convertible bonds — 13,690,953 — |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenues | |
Schedule of revenues | For the years ended December 31, 2019 2020 2021 2021 RMB RMB RMB US$ Online marketing services and others 26,813,641 47,953,779 72,563,402 11,386,782 Transaction services 3,328,245 5,787,415 14,140,449 2,218,945 Merchandise sales — 5,750,671 7,246,088 1,137,069 30,141,886 59,491,865 93,949,939 14,742,796 |
Schedule of information about contract liabilities, comprising customer advances, deferred revenues and portions of Payables to merchants | As of December 31, 2020 December 31, 2021 December 31, 2021 RMB RMB US$ Customer advances and deferred revenues 2,423,190 1,166,764 183,091 Payable to merchants 224,896 319,329 50,110 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-Based Compensation | |
Schedule of assumptions used to estimate the fair value of options | For the years ended December 31, 2019 2020 2021 Risk-free interest rates 1.50%-2.90% 0.62%-1.13% 1.31%-1.69% Expected volatility 43.52%-57.59% 43.89%-46.68% 46.28%-46.87% Expected dividend yield 0% 0% 0% Exercise multiple 2.80 2.80 2.80 Post-vesting forfeit rate 0% 0% 0% Fair value of underlying ordinary shares $4.8550-$8.9875 $8.9450-$34.1350 $22.0375-$46.5375 Fair value of share option $4.8485-$8.9810 $8.9385-$34.1285 $22.0310-$46.5310 |
Schedule of recognized share-based compensation expenses | For the years ended December 31, 2019 2020 2021 2021 RMB RMB RMB US$ Costs of revenues 23,835 32,291 26,624 4,178 Sales and marketing expenses 860,862 1,093,547 1,612,219 252,992 General and administrative expenses 786,641 966,985 792,421 124,348 Research and development expenses 886,368 1,520,220 2,343,466 367,741 2,557,706 3,613,043 4,774,730 749,259 |
RSU | |
Share-Based Compensation | |
Schedule of Group's share-based compensation activities | Weighted Number of average grant RSUs date fair value US$ Outstanding as of December 31, 2020 43,820,456 9.1088 Granted 17,384,044 32.4843 Vested (15,364,748) 6.8158 Forfeited (4,321,288) 15.7243 Outstanding as of December 31, 2021 41,518,464 19.0563 |
Stock option | |
Share-Based Compensation | |
Schedule of Group's share-based compensation activities | Weighted Weighted Weighted average average average Aggregate remaining Number of exercise grant date intrinsic contractual share options price fair value value term US$ US$ US$ Years Outstanding as of December 31, 2020 731,051,100 0.0065 3.1775 32,466,710 6.94 Granted 21,307,640 0.0065 32.0457 Forfeited (23,324,000) 0.0065 4.6934 Exercised (9,031,204) 0.0065 0.0789 Outstanding as of December 31, 2021 720,003,536 0.0065 4.0216 10,489,372 6.07 Vested and expected to vest as of December 31, 2021 720,003,536 0.0065 4.0216 10,489,372 6.07 Exercisable as of December 31, 2021 552,456,551 0.0065 2.4085 8,048,463 5.68 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Schedule of Group's loss before income taxes | For the years ended December 31, 2019 2020 2021 2021 RMB RMB RMB US$ Non-PRC (2,741,219) (3,763,962) (5,633,012) (883,942) PRC (4,226,384) (3,415,780) 15,335,267 2,406,438 (6,967,603) (7,179,742) 9,702,255 1,522,496 |
Schedule of income taxes | For the years ended December 31, 2019 2020 2021 2021 RMB RMB RMB US$ Current income tax — — 1,933,798 303,456 Deferred income tax benefit — — (213) (34) — — 1,933,585 303,422 |
Schedule of reconciliations of the income tax expenses | For the years ended December 31, 2019 2020 2021 2021 RMB RMB RMB US$ (Loss)/ profit before income tax expense (6,967,603) (7,179,742) 9,702,255 1,522,496 PRC statutory tax rate 25 % 25 % 25 % 25 % Income tax (benefits)/ expense at PRC statutory tax rate (1,741,901) (1,794,935) 2,425,564 380,624 International tax rate differential 735,028 1,077,383 1,522,480 238,910 Preferential tax rate differential 358,796 57,483 (1,439,100) (225,826) Non-deductible expenses (5,980) 108 167,098 26,221 Non-taxable income (61,151) (164,120) (139,417) (21,877) Deferred tax items tax rate differential (570,382) (110,821) 51,493 8,080 Additional deduction of research and development expenses (67,628) (124,858) (223,591) (35,086) Change in valuation allowance 1,353,218 1,059,760 (430,942) (67,624) Income tax expenses — — 1,933,585 303,422 |
Schedule of significant components of the Group's deferred tax assets | As of December 31, 2020 2021 2021 RMB RMB US$ Deferred tax assets Tax losses carried forward 1,956,901 1,432,514 224,793 Carryforwards of non-deductible advertising expenses and donations 1,143,858 1,331,067 208,873 Others 94,186 31,926 5,010 Less: valuation allowance (3,194,945) (2,764,003) (433,732) Total deferred tax assets — 31,504 4,944 Total deferred tax liabilities — (31,291) (4,910) Net deferred tax assets — 213 34 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions | |
Schedule of relationship with related parties | Names of related parties Relationship with the Group Tencent and its affiliates (“Tencent Group”) A shareholder of the Company Ningbo Hexin Equity Investment Partnership Company controlled by one of the executive officers of the Company Shanghai Fufeitong Information Service Co., Ltd. (“Shanghai Fufeitong”) Company controlled by one of the executive officers of the Company |
Schedule of significant related party transactions | For the years ended December 31, 2019 2020 2021 2021 RMB RMB RMB US$ Services received from: Tencent Group 2,298,074 10,541,479 8,416,635 1,320,755 Shanghai Fufeitong — 45,364 211,414 33,175 |
Schedule of related party balances | As of December 31, 2020 2021 2021 RMB RMB US$ Amounts due from related parties: Current: Tencent Group* 3,177,536 2,803,265 439,893 Ningbo Hexin Equity Investment Partnership ** 697,632 697,632 109,474 Shanghai Fufeitong 364,517 748,875 117,515 Amounts due to related parties: Current: Tencent Group 3,370,928 1,916,482 300,738 Shanghai Fufeitong 14,935 46,525 7,301 * ** |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings/ (Loss) Per Share | |
Schedule of computation of basic and diluted net loss per share | For the year ended December 31, 2019 2020 2021 2021 RMB RMB RMB US$ Numerator: Net (loss)/ income (6,967,603) (7,179,742) 7,768,670 1,219,074 Net (loss)/ income attributable to ordinary shareholders (6,967,603) (7,179,742) 7,768,670 1,219,074 Denominator (in thousands of shares): Weighted-average number of ordinary shares outstanding – basic 4,627,278 4,768,343 5,012,651 5,012,651 Adjustments for dilutive RSUs and share options — — 701,113 701,113 Weighted-average number of ordinary shares outstanding – diluted 4,627,278 4,768,343 5,713,764 5,713,764 (Loss)/ earnings per share – basic (1.51) (1.51) 1.55 0.24 (Loss)/ earnings per share –diluted (1.51) (1.51) 1.36 0.21 |
Condensed Financial Informati_2
Condensed Financial Information of the Company (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Condensed Financial Information of the Company | |
Condensed balance sheets of parent company | As of December 31, 2020 2021 RMB RMB US$ ASSETS Current assets Cash and cash equivalents 6,566 2,269 356 Short-term investments 5,840,247 — — Others 359 390 61 Total current assets 5,847,172 2,659 417 Non-current assets Intangible asset 1,276,751 674,057 105,774 Investments in subsidiaries, the VIE and subsidiaries of the VIE 67,814,679 86,252,341 13,534,875 Total non-current assets 69,091,430 86,926,398 13,640,649 Total assets 74,938,602 86,929,057 13,641,066 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities Accrued expenses and other liabilities 327,004 24,607 3,861 Total current liabilities 327,004 24,607 3,861 Convertible bonds 14,432,792 11,788,907 1,849,937 Other non-current liabilities 2,918 996 156 Total non-current liabilities 14,435,710 11,789,903 1,850,093 Total liabilities 14,762,714 11,814,510 1,853,954 Shareholders’ equity Class A ordinary shares (US$ 0.000005 par value; 77,300,000,000 shares authorized; 3,545,065,888 and 5,057,542,676 shares issued and outstanding as of December 31, 2020 and 2021, respectively) 115 161 25 Class B ordinary shares (US$ 0.000005 par value; 2,200,000,000 shares authorized; 1,409,744,080 and nil shares issued and outstanding as of December 31, 2020 and 2021, respectively) 44 — — Additional paid-in capital 86,698,660 95,340,819 14,961,055 Accumulated other comprehensive loss (1,047,728) (2,519,900) (395,427) Accumulated deficits (25,475,203) (17,706,533) (2,778,541) Total shareholders’ equity 60,175,888 75,114,547 11,787,112 Total liabilities and shareholders’ equity 74,938,602 86,929,057 13,641,066 |
Condensed statements of comprehensive income of parent company | For the years ended December 31, 2019 2020 2021 RMB RMB RMB US$ Costs of revenues (619,733) (623,524) (580,506) (91,094) Sales and marketing expenses (47,746) (36,940) (27,839) (4,369) General and administrative expenses (3,245) (6,746) (40,826) (6,406) Total operating expenses (50,991) (43,686) (68,665) (10,775) Operating loss (670,724) (667,210) (649,171) (101,869) Interest income 318,166 126,502 32,452 5,092 Interest expense (144,132) (695,794) (1,221,846) (191,734) Other (loss)/gain (31) 53,244 27,497 4,315 Share of results from subsidiaries, the VIE and subsidiaries of the VIE (6,470,882) (5,996,484) 9,579,738 1,503,270 (Loss)/ profit before income tax (6,967,603) (7,179,742) 7,768,670 1,219,074 Income tax expenses — — — — Net (loss)/ income (6,967,603) (7,179,742) 7,768,670 1,219,074 Other comprehensive income/(loss), net of tax of nil Foreign currency translation difference, net of tax of nil 412,447 (2,495,958) (1,472,172) (231,016) Comprehensive (loss)/ income (6,555,156) (9,675,700) 6,296,498 988,058 |
Condensed statement of cash flows of parent company | For the years ended December 31, 2019 2020 2021 RMB RMB RMB US$ Net cash generated from operating activities 259,409 735,231 82,074 12,879 Cash flows from investing activities: Proceeds from sales of short-term investments 6,049,590 6,034,863 5,764,134 904,518 Cash given to purchase of short-term investments (5,998,024) (6,250,248) — — Cash given to subsidiaries, the VIE and subsidiaries of the VIE, net (20,293,132) (52,051,474) (5,855,304) (918,825) Net cash used in investing activities (20,241,566) (52,266,859) (91,170) (14,307) Cash flows from financing activities: Proceeds from the private placements — 11,063,339 — — Net proceeds from the follow-on offerings 7,993,828 26,805,438 — — Net proceeds from the issuance of convertible bonds 6,966,757 13,024,199 — — Others — (6) 318 50 Net cash generated from financing activities 14,960,585 50,892,970 318 50 Exchange rate effect on cash, cash equivalents and restricted cash 141,540 (16,490) 4,481 704 Net decrease in cash, cash equivalents and restricted cash (4,880,032) (655,148) (4,297) (674) Cash, cash equivalents and restricted cash at beginning of year 5,541,746 661,714 6,566 1,030 Cash, cash equivalents and restricted cash at end of year 661,714 6,566 2,269 356 |
Organization - Ownership intere
Organization - Ownership interest (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Hangzhou Aimi or VIE | |
Major subsidiaries, consolidated VIE and the subsidiary of the VIE | |
Percentage of direct or indirect ownership in VIEs | 100.00% |
Shanghai Xunmeng | |
Major subsidiaries, consolidated VIE and the subsidiary of the VIE | |
Percentage of direct or indirect ownership in VIEs | 100.00% |
Walnut HK | |
Major subsidiaries, consolidated VIE and the subsidiary of the VIE | |
Percentage of ownership by the Company | 100.00% |
Hangzhou Weimi or WFOE | |
Major subsidiaries, consolidated VIE and the subsidiary of the VIE | |
Percentage of ownership by the Company | 100.00% |
Walnut Street (Shanghai) | |
Major subsidiaries, consolidated VIE and the subsidiary of the VIE | |
Percentage of ownership by the Company | 100.00% |
Xinzhijiang | |
Major subsidiaries, consolidated VIE and the subsidiary of the VIE | |
Percentage of ownership by the Company | 100.00% |
Shanghai Yucan Information Technology Co., Ltd. | |
Major subsidiaries, consolidated VIE and the subsidiary of the VIE | |
Percentage of ownership by the Company | 100.00% |
Organization - The VIE agreemen
Organization - The VIE agreements (Details) - Exclusive Consulting and Services Agreement | 12 Months Ended |
Dec. 31, 2021 | |
The VIE agreements | |
Term of agreement (in years) | 10 years |
Automatic extended term of agreement (in years) | 10 years |
Notice period for termination of agreement (in months) | 3 months |
Organization - Financial inform
Organization - Financial information for the VIE (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | Dec. 31, 2021USD ($) | |
Current assets | |||||
Cash and cash equivalents | ¥ 6,426,715 | ¥ 22,421,189 | ¥ 5,768,186 | $ 1,008,492 | |
Restricted cash | 59,617,256 | 52,422,447 | 27,577,671 | 9,355,248 | |
Receivables from online payment platforms | 673,737 | 729,548 | 105,724 | ||
Short-term investments | 86,516,618 | 64,551,094 | 13,576,345 | ||
Amounts due from related parties (i) | 4,250,155 | 4,240,069 | 666,942 | ||
Prepayments and other current assets | 3,424,687 | 5,159,531 | 537,408 | ||
Total current assets | 160,909,168 | 149,523,878 | 25,250,159 | ||
Non-current assets | |||||
Property, equipment and software, net | 2,203,323 | 202,853 | 345,749 | ||
Intangible assets | 701,220 | 1,276,751 | 110,037 | ||
Right-of-use assets | 938,537 | 629,827 | 147,277 | ||
Deferred tax assets | 31,504 | 4,944 | |||
Other non-current assets | 16,425,966 | 7,275,305 | 2,577,593 | ||
Total non-current assets | 20,300,550 | 9,384,736 | 3,185,600 | ||
Total Assets | 181,209,718 | 158,908,614 | 28,435,759 | ||
Current liabilities | |||||
Amounts due to related parties | 1,963,007 | 3,385,863 | 308,039 | ||
Payable to merchants | 62,509,714 | 53,833,981 | 9,809,138 | ||
Accrued expenses and other liabilities | 14,085,513 | 11,193,372 | 2,210,324 | ||
Merchant deposits | 13,577,552 | 10,926,319 | 2,130,614 | ||
Short-term borrowings | 1,866,316 | ||||
Current portion of lease liabilities | 427,164 | 253,036 | 67,031 | ||
Total current liabilities | 93,729,714 | 83,882,077 | 14,708,237 | ||
Deferred tax liabilities | 31,291 | 4,910 | |||
Non-Current portion of Lease liabilities | 544,263 | 414,939 | 85,407 | ||
Total non-current liabilities | 12,365,457 | 14,850,649 | 1,940,410 | ||
Total liabilities | 106,095,171 | 98,732,726 | 16,648,647 | ||
Consolidated statement of income (loss) | |||||
Net revenues | 93,949,939 | $ 14,742,796 | 59,491,865 | 30,141,886 | |
Net (loss) / income | 7,768,670 | 1,219,074 | (7,179,742) | (6,967,603) | |
Consolidated statement of cashflows | |||||
Net cash generated from operating activities | 28,783,011 | 4,516,683 | 28,196,627 | 14,820,976 | |
Net cash used in investing activities | (35,562,365) | (5,580,511) | (38,357,901) | (28,319,678) | |
Net cash generated from/(used in) financing activities | (1,875,154) | (294,253) | 51,798,996 | 15,854,731 | |
Net increase in cash, cash equivalents and restricted cash | (8,799,665) | $ (1,380,860) | 41,497,779 | 2,806,171 | |
Restricted cash | 59,617,256 | 52,422,447 | ¥ 27,577,671 | 9,355,248 | |
Consolidated VIEs | |||||
Current liabilities | |||||
Amounts due to related parties | 1,962,029 | 3,385,863 | 307,885 | ||
Payable to merchants | 61,947,517 | 53,417,259 | 9,720,917 | ||
Accrued expenses and other liabilities | 9,360,166 | 6,999,827 | 1,468,814 | ||
Merchant deposits | 13,360,409 | 10,926,319 | 2,096,540 | ||
Short-term borrowings | 0 | 1,866,316 | |||
Current portion of lease liabilities | 138,667 | 134,131 | 21,760 | ||
Deferred tax liabilities | 19,217 | 0 | 3,016 | ||
Non-Current portion of Lease liabilities | ¥ 305,068 | ¥ 366,834 | 47,872 | ||
Consolidated VIEs | Consolidated revenues | VIE concentration risk | |||||
Financial information for the VIE | |||||
Concentration (as a percent) | 59.30% | 59.30% | 65.10% | 58.50% | |
Consolidated VIEs | Consolidated total assets | VIE concentration risk | |||||
Financial information for the VIE | |||||
Concentration (as a percent) | 48.70% | 48.70% | 48.20% | ||
Consolidated VIEs | Consolidated total liabilities | VIE concentration risk | |||||
Financial information for the VIE | |||||
Concentration (as a percent) | 83.20% | 83.20% | 80.50% | ||
Reportable legal entity | Consolidated VIEs | |||||
Current assets | |||||
Cash and cash equivalents | ¥ 2,430,440 | ¥ 3,593,192 | 381,389 | ||
Restricted cash | 59,402,079 | 52,148,852 | 9,321,482 | ||
Receivables from online payment platforms | 668,953 | 726,063 | 104,973 | ||
Short-term investments | 12,306,340 | 7,026,442 | 1,931,133 | ||
Amounts due from related parties (i) | 4,198,391 | 3,999,612 | 658,819 | ||
Amounts due from Group companies | 40,425,872 | 9,932,418 | 6,343,701 | ||
Prepayments and other current assets | 1,330,772 | 4,062,849 | 208,827 | ||
Total current assets | 120,762,847 | 81,489,428 | 18,950,324 | ||
Non-current assets | |||||
Property, equipment and software, net | 2,116,566 | 186,403 | 332,135 | ||
Intangible assets | 27,163 | 4,262 | |||
Right-of-use assets | 417,455 | 468,387 | 65,508 | ||
Deferred tax assets | 19,908 | 3,124 | |||
Other non-current assets | 5,300,938 | 4,380,476 | 831,833 | ||
Total non-current assets | 7,882,030 | 5,035,266 | 1,236,862 | ||
Total Assets | 128,644,877 | 86,524,694 | 20,187,186 | ||
Current liabilities | |||||
Amounts due to Group companies | 27,978,153 | 9,759,506 | 4,390,383 | ||
Amounts due to related parties | 1,962,029 | 3,385,863 | 307,885 | ||
Customer advances and deferred revenues | 1,158,738 | 2,422,907 | 181,831 | ||
Payable to merchants | 61,947,517 | 53,417,259 | 9,720,917 | ||
Accrued expenses and other liabilities | 9,360,166 | 6,999,827 | 1,468,814 | ||
Merchant deposits | 13,360,409 | 10,926,319 | 2,096,540 | ||
Short-term borrowings | 1,866,316 | ||||
Current portion of lease liabilities | 138,667 | 134,131 | 21,760 | ||
Total current liabilities | 115,905,679 | 88,912,128 | 18,188,130 | ||
Deferred tax liabilities | 19,217 | 3,016 | |||
Non-Current portion of Lease liabilities | 305,068 | 366,834 | 47,872 | ||
Total non-current liabilities | 324,285 | 366,834 | 50,888 | ||
Total liabilities | 116,229,964 | 89,278,962 | 18,239,018 | ||
Consolidated statement of income (loss) | |||||
Net revenues | 77,877,339 | $ 12,220,654 | 51,351,861 | ¥ 19,875,332 | |
Net (loss) / income | 15,169,180 | 2,380,375 | 2,552,665 | (3,611,656) | |
Consolidated statement of cashflows | |||||
Net cash generated from operating activities | 34,365,025 | 5,392,622 | 29,379,799 | 11,139,572 | |
Net cash used in investing activities | (26,828,581) | (4,209,990) | (11,802,074) | (5,249,046) | |
Net cash generated from/(used in) financing activities | (1,445,969) | (226,904) | 7,818,632 | 4,546,481 | |
Net increase in cash, cash equivalents and restricted cash | 6,090,475 | 955,728 | 25,396,357 | 10,437,007 | |
Restricted cash | 59,402,079 | 52,148,852 | $ 9,321,482 | ||
Reportable legal entity | Group companies | Consolidated VIEs | |||||
Consolidated statement of income (loss) | |||||
Net revenues | 22,136,726 | 3,473,735 | 12,602,673 | 2,244,429 | |
Reportable legal entity | External | Consolidated VIEs | |||||
Consolidated statement of income (loss) | |||||
Net revenues | ¥ 55,740,613 | $ 8,746,919 | ¥ 38,749,188 | ¥ 17,630,903 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Convenience translation (Details) | Dec. 31, 2021 |
US$ | |
Convenience translation rate (USD to RMB) | 1 |
RMB | |
Convenience translation rate (USD to RMB) | 6.3726 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Property, equipment and software (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Maximum | |
Property, Equipment and Software, Net | |
Estimated useful life | 5 years |
Computer equipment | Minimum | |
Property, Equipment and Software, Net | |
Estimated useful life | 1 year |
Computer equipment | Maximum | |
Property, Equipment and Software, Net | |
Estimated useful life | 3 years |
Office equipment | |
Property, Equipment and Software, Net | |
Estimated useful life | 3 years |
Purchased software | Minimum | |
Property, Equipment and Software, Net | |
Estimated useful life | 3 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Impairment of long-lived assets other than goodwill and Advertising expenditures (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | |
Summary of Significant Accounting Policies | ||||
Impairment of any long-lived assets | ¥ 0 | ¥ 0 | ¥ 0 | |
Advertising expenditures recognized in sales and marketing expenses | ¥ 41,456,838 | $ 6,505,483 | ¥ 39,297,890 | ¥ 25,867,772 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Segment reporting (Details) | 12 Months Ended |
Dec. 31, 2021segment | |
Summary of Significant Accounting Policies | |
Number of reportable segment | 1 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Recent accounting pronouncements (Details) ¥ in Thousands, $ in Thousands | Jan. 31, 2022CNY (¥) | Jan. 31, 2022USD ($) | Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) |
LIABILITIES | |||||
Convertible bonds | ¥ 11,788,907 | $ 1,849,937 | ¥ 14,432,792 | ||
Shareholders' equity | |||||
Additional paid-in capital | 95,340,819 | 14,961,055 | 86,698,660 | ||
Accumulated other comprehensive income | (2,519,900) | (395,427) | (1,047,728) | ||
Accumulated deficits | ¥ (17,706,533) | $ (2,778,541) | ¥ (25,475,203) | ||
Adjustments | ASU 2020-06 | |||||
LIABILITIES | |||||
Convertible bonds | ¥ 2,316,324 | $ 363,482 | |||
Shareholders' equity | |||||
Additional paid-in capital | 3,818,926 | 599,273 | |||
Accumulated deficits | ¥ 1,366,506 | $ 214,435 |
Concentration of Risks (Details
Concentration of Risks (Details) | 12 Months Ended | 36 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | |
Concentration Risk | ||||
Percentage of appreciation (depreciation) of US dollar against RMB | (2.30%) | (6.50%) | 1.60% | |
Business supplier risk | Total cost | Maximum | ||||
Concentration Risk | ||||
Concentration risk percentage | 10.00% | |||
Business supplier risk | Total cost | Tencent | Minimum | ||||
Concentration Risk | ||||
Concentration risk percentage | 10.00% | 10.00% | ||
Customer risk | Total revenue | Maximum | ||||
Concentration Risk | ||||
Concentration risk percentage | 10.00% |
Short-term Investments - Classi
Short-term Investments - Classification (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) |
Debt securities: | |||
Held-to-maturity | ¥ 86,203,296 | $ 13,527,177 | ¥ 61,549,143 |
Trading | 313,322 | 49,168 | 3,001,951 |
Short-term Investments, Total | ¥ 86,516,618 | $ 13,576,345 | ¥ 64,551,094 |
Short-term Investments - Additi
Short-term Investments - Additional information (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | Dec. 31, 2021USD ($) | |
Short-term Investments | |||||
Gross unrecognized holding gain of the held-to-maturity debt securities | ¥ 0 | ¥ 0 | |||
Cost of trading debt securities | 300,000 | 2,998,310 | $ 47,077 | ||
Net unrealized gain on debt trading securities | 13,322 | $ 2,091 | 3,641 | ||
Interest income on short-term investments | ¥ 1,093,654 | $ 171,618 | ¥ 1,175,842 | ¥ 500,298 |
Prepayments and Other Current_3
Prepayments and Other Current Assets (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) |
Prepayments and Other Current Assets | |||
Prepayments | ¥ 1,392,929 | $ 218,581 | ¥ 2,515,711 |
Inventories | 14,196 | 2,228 | 1,718,410 |
VAT recoverable | 670,541 | 105,222 | 371,958 |
Interest receivables | 364,594 | 57,213 | 309,027 |
Rental and other deposits | 111,139 | 17,440 | 54,773 |
Others | 871,288 | 136,724 | 189,652 |
Total | ¥ 3,424,687 | $ 537,408 | ¥ 5,159,531 |
Property, Equipment and Softw_2
Property, Equipment and Software, Net (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) |
Property, Equipment and Software, Net | |||
At cost | ¥ 3,164,158 | $ 496,525 | ¥ 253,167 |
Less: accumulated depreciation | (960,835) | (150,776) | (50,314) |
Property, equipment and software, net | 2,203,323 | 345,749 | 202,853 |
Computer equipment, office equipment and software | |||
Property, Equipment and Software, Net | |||
At cost | 3,135,385 | 492,010 | 229,387 |
Leasehold improvement | |||
Property, Equipment and Software, Net | |||
At cost | ¥ 28,773 | $ 4,515 | ¥ 23,780 |
Property, Equipment and Softw_3
Property, Equipment and Software, Net - Depreciation expenses (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | |
Property, Equipment and Software, Net | ||||
Depreciation expenses | ¥ 911,964 | $ 143,107 | ¥ 27,999 | ¥ 18,098 |
Costs of revenues | ||||
Property, Equipment and Software, Net | ||||
Depreciation expenses | 127,040 | 19,935 | 10,983 | 3,603 |
Sales and marketing | ||||
Property, Equipment and Software, Net | ||||
Depreciation expenses | 6,217 | 976 | 2,477 | 2,415 |
General and administrative | ||||
Property, Equipment and Software, Net | ||||
Depreciation expenses | 2,113 | 332 | 1,936 | 1,901 |
Research and development expenses | ||||
Property, Equipment and Software, Net | ||||
Depreciation expenses | ¥ 776,594 | $ 121,864 | ¥ 12,603 | ¥ 10,179 |
Intangible Assets (Details)
Intangible Assets (Details) ¥ in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Feb. 28, 2019CNY (¥) | Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | |
Intangible Asset | |||||
Beginning balance | ¥ 1,276,751 | ¥ 1,994,292 | |||
Addition | 30,073 | ||||
Amortization | (583,416) | $ (91,551) | (623,524) | ¥ (619,733) | |
Foreign currency translation difference | (22,188) | (94,017) | |||
Ending balance | 701,220 | 1,276,751 | 1,994,292 | ||
Impairment charges | ¥ 0 | ¥ 0 | ¥ 0 | ||
Convertible preferred stock | |||||
Intangible Asset | |||||
Addition | ¥ 2,852,000 |
Intangible Assets - Estimated a
Intangible Assets - Estimated annual amortization expense (Details) - Dec. 31, 2021 ¥ in Thousands, $ in Thousands | CNY (¥) | USD ($) |
Intangible Assets | ||
2022 | ¥ 576,506 | $ 90,466 |
2023 | 103,566 | 16,252 |
2024 | 3,007 | 472 |
2025 | 3,007 | 472 |
2026 and after | ¥ 15,134 | $ 2,375 |
Leases - Maturity analysis of t
Leases - Maturity analysis of the Company's (Details) - Dec. 31, 2021 ¥ in Thousands, $ in Thousands | CNY (¥) | USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
2022 | ¥ 460,710 | $ 72,295 |
2023 | 304,207 | 47,737 |
2024 | 180,341 | 28,299 |
2025 | 73,786 | 11,579 |
2025 and after | 13,325 | 2,091 |
Total undiscounted cash flows | 1,032,369 | 162,001 |
Less: imputed interest | (60,942) | (9,563) |
Present value of lease liabilities | ¥ 971,427 | $ 152,438 |
Leases - Other supplemental (De
Leases - Other supplemental (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | |
Leases | ||||
Operating cash flows for operating leases | ¥ 388,144 | $ 60,908 | ¥ 166,967 | ¥ 76,130 |
ROU assets obtained in exchange for new operating lease liabilities | ¥ 704,142 | $ 110,495 | ¥ 265,821 | ¥ 402,646 |
Leases - Additional Information
Leases - Additional Information (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | |
Leases | ||||
Operating leases held, not commenced | 0 | 0 | 0 | 0 |
Operating Lease, Cost | ¥ 385,377 | $ 60,474 | ¥ 177,976 | ¥ 94,929 |
Short-term Lease, Cost | ¥ 141,507 | $ 22,206 | ¥ 31,394 | ¥ 34,255 |
Weighted average remaining lease terms of the right-of-use assets | 2 years 8 months 26 days | 2 years 8 months 26 days | 3 years 4 months 20 days | 4 years 4 months 13 days |
Weighted average incremental borrowing rate | 4.38% | 4.38% | 4.90% | 5.36% |
Other Non-Current Asset - Addit
Other Non-Current Asset - Additional Information (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | Dec. 31, 2021USD ($) | |
Schedule of Investments [Line Items] | |||||
Carrying amount for the investments, net of allowance for credit losses | ¥ 13,008,899 | ¥ 4,315,096 | $ 2,041,380 | ||
Gross unrecognized holding gain or loss on the investments | 0 | 0 | |||
Share of losses from subsidiaries, the VIE and subsidiaries of the VIE | 246,828 | $ 38,733 | 83,654 | ¥ 28,676 | |
Investments In Convertible Bonds Fair Value Disclosure | 1,290,901 | 1,388,916 | 202,571 | ||
Gain recorded on time deposits | 83,728 | 13,139 | 66,602 | 0 | |
Unrealized Gain Loss On Convertible Bonds | 67,065 | 10,524 | 88,928 | ||
Allowance for Credit Losses | 14,378 | 6,343 | 2,256 | ||
Limited partnership funds | |||||
Schedule of Investments [Line Items] | |||||
Equity Method Investments not Considered as Material | 0 | 0 | |||
Share of losses from subsidiaries, the VIE and subsidiaries of the VIE | 246,828 | $ 38,733 | 83,654 | ¥ 28,676 | |
Carrying amount for the investments | ¥ 1,968,156 | ¥ 1,135,141 | $ 308,847 |
Other Non-Current Asset - Matur
Other Non-Current Asset - Maturity debt securities (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) |
Schedule of Investments [Line Items] | |||
Due in 2 years through 3 years | ¥ 14,378 | $ 2,256 | ¥ 6,343 |
Total | 13,008,899 | 2,041,380 | 4,315,096 |
Debt Securities Contractual Maturity | |||
Schedule of Investments [Line Items] | |||
Due in 1 year through 2 years | 8,936,424 | 1,402,320 | 2,217,888 |
Due in 2 years through 3 years | 4,072,475 | 639,060 | 2,097,208 |
Total | ¥ 13,008,899 | $ 2,041,380 | ¥ 4,315,096 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) |
Accrued Expenses and Other Liabilities | |||
Accrued advertising and marketing expenses | ¥ 3,652,648 | $ 573,180 | ¥ 4,552,069 |
VAT and other tax payable | 5,734,281 | 899,834 | 2,882,177 |
Payroll payable | 1,949,173 | 305,868 | 1,806,787 |
Account payables | 1,951,681 | 306,261 | 1,137,566 |
Others | 797,730 | 125,181 | 814,773 |
Total | ¥ 14,085,513 | $ 2,210,324 | ¥ 11,193,372 |
Short-term Borrowings (Details)
Short-term Borrowings (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | |
Short-term Borrowings | ||||
Short term borrowings | ¥ 0 | ¥ 1,828,923 | ¥ 897,022 | |
Short-term investments collateralized by bank wealth management products | 0 | 1,876,250 | ||
Interest expense | ¥ 9,156 | $ 1,437 | ¥ 61,542 | ¥ 1,726 |
Convertible Bonds (Details)
Convertible Bonds (Details) $ / shares in Units, $ in Thousands | Nov. 18, 2019USD ($)DCNY (¥)$ / shares | Sep. 27, 2019USD ($)$ / shares | Dec. 31, 2021USD ($)D$ / sharesshares | Dec. 31, 2021CNY (¥)D | Dec. 31, 2020CNY (¥) | Dec. 31, 2021CNY (¥)shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2020CNY (¥)shares | Nov. 30, 2020USD ($) | Apr. 30, 2020shares | Sep. 30, 2019USD ($) |
2024 Convertible Bonds | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal amount | $ 226,253 | $ 1,000,000 | |||||||||
Coupon Rate | 0.00% | ||||||||||
Debt instrument purchasers over-allotment option | $ 125,000 | ||||||||||
Principal amount per conversion rate | $ 1,000 | ||||||||||
Initial conversion rate (ADS per US$1,000 principal amount) | 23.4680 | ||||||||||
Initial conversion price (per ADS) | $ / shares | $ 42.61 | ||||||||||
Effective interest rate | 11.15% | 11.15% | |||||||||
Gross proceeds from the issuance of the Notes | $ 1,000,000 | ||||||||||
Debt issuance costs | 15,680 | ||||||||||
Principal amount of the liability | 656,771 | $ 116,976 | |||||||||
Carrying amount of the equity component | $ 478,633 | ||||||||||
Principal amount over a remaining period | 9 months | 9 months | |||||||||
Ordinary shares, issued | shares | 62,732,708 | 62,732,708 | 9,900,368 | 9,900,368 | |||||||
Converted value | $ 312,163 | ||||||||||
2024 Convertible Bonds | Redemption one | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Ordinary shares, par value | $ / shares | $ 0.000005 | ||||||||||
Trading days | D | 20 | 20 | |||||||||
Consecutive trading day | D | 30 | 30 | |||||||||
Percentage of conversion price | 130.00% | 130.00% | |||||||||
2024 Convertible Bonds | Redemption two | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal amount | $ 1,000 | ||||||||||
Trading days | D | 5 | 5 | |||||||||
Consecutive trading day | D | 10 | 10 | |||||||||
Percentage of conversion price | 98.00% | 98.00% | |||||||||
2025 Convertible Bonds | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal amount | $ 2,000,000 | ||||||||||
Coupon Rate | 0.00% | ||||||||||
Debt instrument purchasers over-allotment option | $ 250,000 | ||||||||||
Principal amount per conversion rate | $ 1,000 | ||||||||||
Initial conversion rate (ADS per US$1,000 principal amount) | 5.2459 | ||||||||||
Initial conversion price (per ADS) | $ / shares | $ 190.63 | ||||||||||
Effective interest rate | 10.87% | 10.87% | |||||||||
Gross proceeds from the issuance of the Notes | $ 2,000,000 | ||||||||||
Debt issuance costs | $ 20,607 | ||||||||||
Principal amount over a remaining period | 1 year 11 months 1 day | 1 year 11 months 1 day | |||||||||
2025 Convertible Bonds | Redemption one | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Ordinary shares, par value | $ / shares | $ 0.000005 | ||||||||||
Trading days | D | 20 | 20 | 20 | ||||||||
Consecutive trading day | 30 | 30 | 30 | ||||||||
Percentage of conversion price | 130.00% | 130.00% | 130.00% | ||||||||
2025 Convertible Bonds | Redemption two | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal amount | $ 1,000 | ||||||||||
Trading days | D | 5 | ||||||||||
Consecutive trading day | D | 10 | ||||||||||
Percentage of conversion price | 98.00% | ||||||||||
Accounting for Convertible Bonds | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal amount of the liability | $ 2,226,253 | $ 2,883,024 | |||||||||
Unamortized debt discount | 377,216 | 671,068 | |||||||||
Net carrying amount of the liability | ¥ | ¥ 11,788,907,000 | ¥ 14,432,792,000 | |||||||||
Carrying amount of the equity component | (1,849,645) | $ 478,633 | |||||||||
Amortization of the discount | $ 191,734 | ¥ 1,221,846,000 | ¥ 695,794,000 | ||||||||
Class A ordinary shares | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Ordinary shares, par value | $ / shares | $ 0.000005 | $ 0.000005 | |||||||||
Ordinary shares, issued | shares | 5,057,542,676 | 5,057,542,676 | 3,545,065,888 | 3,545,065,888 | 135,426,300 |
Fair Value Measurement - Fair v
Fair Value Measurement - Fair value hierarchy (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Measurements | ||
Impairment charge | ¥ 0 | ¥ 0 |
Non-recurring | ||
Fair Value Measurements | ||
Liabilities fair value | 0 | 0 |
Assets fair value | 0 | 0 |
Level 2 | Recurring | ||
Fair Value Measurements | ||
Assets fair value | 313,322 | 3,001,951 |
Level 2 | Recurring | Trading debt securities | ||
Fair Value Measurements | ||
Assets fair value | 313,322 | 3,001,951 |
Level 3 | Recurring | ||
Fair Value Measurements | ||
Assets fair value | 1,290,901 | 1,388,916 |
Level 3 | Recurring | Other non-current assets | ||
Fair Value Measurements | ||
Assets fair value | ¥ 1,290,901 | |
Level 3 | Recurring | Investment in convertible bonds | ||
Fair Value Measurements | ||
Assets fair value | ¥ 1,388,916 |
Fair Value Measurement - Reconc
Fair Value Measurement - Reconciliations of assets (Details) - 12 months ended Dec. 31, 2021 ¥ in Thousands, $ in Thousands | CNY (¥) | USD ($) | USD ($) |
Fair Value Measurement | |||
Balance at December 31, 2020 | ¥ 1,388,916 | $ 217,951 | |
Net unrealized fair value | (67,065) | (10,524) | |
Foreign currency translation adjustments | (30,950) | $ (4,856) | |
Balance at December 31, 2021 | ¥ 1,290,901 | $ 202,571 |
Fair Value Measurement - Fair_2
Fair Value Measurement - Fair value measurements (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) |
Fair Value Measurements | |||
Held-to-maturity debt securities | ¥ 86,203,296 | $ 13,527,177 | ¥ 61,549,143 |
Level 2 | |||
Fair Value Measurements | |||
Held-to-maturity debt securities | 86,203,296 | 61,549,143 | |
Held-to-maturity debt securities | 13,008,899 | 4,315,096 | |
Convertible bonds | ¥ 13,690,953 | ¥ 40,760,994 |
Ordinary Shares (Details)
Ordinary Shares (Details) ¥ in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2021shares | Dec. 31, 2020USD ($)shares | Nov. 30, 2020USD ($)shares | Jun. 30, 2020shares | Apr. 30, 2020USD ($)shares | Feb. 28, 2019USD ($)shares | Dec. 31, 2021Voteshares | Dec. 31, 2020CNY (¥)shares | |
Proceeds from private placements | ¥ | ¥ 11,063,339 | |||||||
Follow-on offering | ||||||||
Total Proceeds, net of issuance cost | $ | $ 1,181,209 | |||||||
ADSs | Follow-on offering | ||||||||
Number of ordinary shares issued | 33,005,000 | 48,435,000 | ||||||
Class A ordinary shares | ||||||||
Number of Voting Rights Per Each Share | Vote | 1 | |||||||
Ordinary shares, issued | 3,545,065,888 | 135,426,300 | 5,057,542,676 | 3,545,065,888 | ||||
Proceeds from private placements | $ | $ 500,000 | $ 1,100,000 | ||||||
Stock split ratio of Convertible Preferred Shares | 1 | |||||||
Class A ordinary shares | Private Placement | ||||||||
Ordinary shares, issued | 15,384,612 | 15,384,612 | ||||||
Class A ordinary shares | Follow-on offering | ||||||||
Number of ordinary shares issued | 132,020,000 | 193,740,000 | ||||||
Total Proceeds, net of issuance cost | $ | $ 4,074,642 | |||||||
Class B ordinary shares | ||||||||
Number of Voting Rights Per Each Share | Vote | 10 | |||||||
Ordinary shares, issued | 1,409,744,080 | 0 | 1,409,744,080 | |||||
Number of shares converted | 1,409,744,080 | 664,703,620 | ||||||
Stock split ratio of Convertible Preferred Shares | 1 |
Revenues (Details)
Revenues (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | |
Revenues | ||||
Revenues | ¥ 93,949,939 | $ 14,742,796 | ¥ 59,491,865 | ¥ 30,141,886 |
Online marketing services and others | ||||
Revenues | ||||
Revenues | 72,563,402 | 11,386,782 | 47,953,779 | 26,813,641 |
Transaction services | ||||
Revenues | ||||
Revenues | 14,140,449 | 2,218,945 | 5,787,415 | ¥ 3,328,245 |
Merchandise sales | ||||
Revenues | ||||
Revenues | ¥ 7,246,088 | $ 1,137,069 | ¥ 5,750,671 |
Revenues- Contract balances (De
Revenues- Contract balances (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) |
Revenues | |||
Customer advances and deferred revenues | ¥ 1,166,764 | $ 183,091 | ¥ 2,423,190 |
Payable to merchants | 319,329 | $ 50,110 | 224,896 |
Customer liability | ¥ 2,487,806 | ¥ 651,877 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary (Details) - shares | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Jul. 31, 2018 | Dec. 31, 2021 | |
2015 Plan and the 2018 Plan | Stock Options | |||
Share-Based Compensation | |||
Required Service period (in years) | 4 years | ||
Annual vesting percentage | 25.00% | ||
Restricted period of holding after exercise (in years) | 3 years | ||
Additional implicit service period (in years) | 3 years | ||
Vesting period (in years) | 7 years | ||
2015 Plan | Stock Options | |||
Share-Based Compensation | |||
Number of shares authorized | 581,972,860 | ||
Term of the options (in years) | 10 years | ||
2018 Plan | RSU | |||
Share-Based Compensation | |||
Number of shares authorized | 363,130,400 | ||
Term of the options (in years) | 4 years | ||
Percentage of annual increase on shares issued | 3.00% | 1.00% | |
Annual vesting percentage | 25.00% | ||
Vesting percentage on 2nd anniversary of the grant date | 50.00% | ||
Vesting percentage on 3rd and 4th anniversary of the grant date | 25.00% |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Group's option activities (Details) $ / shares in Units, ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2021CNY (¥)shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2021CNY (¥)shares | |
Weighted average remaining contractual term | ||||
Fair value of vested options | $ 619,758 | ¥ 3,949,471 | ||
Unrecognized share-based compensation expense relating to unvested options | $ 1,590,405 | ¥ 10,135,015 | ||
Weighted-average period for recognition of share-based compensation expense relating to unvested options | 3 years 21 days | 3 years 21 days | ||
2015 Plan and the 2018 Plan | ||||
Number of share options | ||||
Outstanding at beginning of the year (in shares) | shares | 731,051,100 | 731,051,100 | ||
Granted (in shares) | shares | 21,307,640 | 21,307,640 | ||
Forfeited (in shares) | shares | (23,324,000) | (23,324,000) | ||
Exercised (in shares) | shares | (9,031,204) | (9,031,204) | ||
Outstanding at end of the year (in shares) | shares | 720,003,536 | 720,003,536 | 731,051,100 | |
Vested and expected to vest at end of the year (in shares) | shares | 720,003,536 | 720,003,536 | ||
Exercisable at end of the year (in shares) | shares | 552,456,551 | 552,456,551 | ||
Weighted average exercise price | ||||
Outstanding at beginning of the year (in dollars per share) | $ 0.0065 | |||
Granted (in dollars per share) | 0.0065 | |||
Forfeited (in dollars per share) | 0.0065 | |||
Exercised (in dollars per share) | 0.0065 | |||
Outstanding at end of the year (in dollars per share) | 0.0065 | $ 0.0065 | ||
Vested and expected to vest at end of the year (in dollars per share) | 0.0065 | |||
Exercisable at end of the year (in dollars per share) | 0.0065 | |||
Weighted average grant date fair value | ||||
Outstanding at beginning of the year | 3.1775 | |||
Granted | 32.0457 | |||
Forfeited | 4.6934 | |||
Exercised | 0.0789 | |||
Outstanding at end of the year | 4.0216 | $ 3.1775 | ||
Vested and expected to vest at end of the year | 4.0216 | |||
Exercisable at end of the year | $ 2.4085 | |||
Aggregate intrinsic value | ||||
Outstanding at beginning of the year (in dollars) | $ | $ 32,466,710 | |||
Outstanding at end of the year (in dollars) | $ | 10,489,372 | $ 32,466,710 | ||
Vested and expected to vest at end of the year (in dollars) | $ | 10,489,372 | |||
Exercisable at end of the year (in dollars) | $ | $ 8,048,463 | |||
Weighted average remaining contractual term | ||||
Outstanding (in years) | 6 years 25 days | 6 years 25 days | 6 years 11 months 8 days | |
Vested and expected to vest at end of the year (in years) | 6 years 25 days | 6 years 25 days | ||
Exercisable at end of the year (in years) | 5 years 8 months 4 days | 5 years 8 months 4 days |
Share-Based Compensation - Assu
Share-Based Compensation - Assumptions to estimate the fair value of options (Details) - Stock Options - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-Based Compensation | |||
Risk-free interest rate, minimum (in percent) | 1.31% | 0.62% | 1.50% |
Risk-free interest rate, maximum (in percent) | 1.69% | 1.13% | 2.90% |
Expected volatility, minimum (in percent) | 46.28% | 43.89% | 43.52% |
Expected volatility, maximum (in percent) | 46.87% | 46.68% | 57.59% |
Expected dividend yield (in percent) | 0.00% | 0.00% | 0.00% |
Exercise multiple | 2.80 | 2.80 | 2.80 |
Post-vesting forfeit rate | 0.00% | 0.00% | 0.00% |
Fair value of underlying Ordinary Share, minimum (in dollars per share) | $ 22.0375 | $ 8.9450 | $ 4.8550 |
Fair value of underlying Ordinary Share, maximum (in dollars per share) | 46.5375 | 34.1350 | 8.9875 |
Fair value of share option, minimum | 22.0310 | 8.9385 | 4.8485 |
Fair value of share option, maximum | $ 46.5310 | $ 34.1285 | $ 8.9810 |
Share-Based Compensation - Su_3
Share-Based Compensation - Summary of RSU activities (Details) $ / shares in Units, ¥ in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021CNY (¥)shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / shares | |
Weighted average grand date fair value | |||
Weighted-average period for recognition of share-based compensation expense relating to unvested options | 3 years 21 days | 3 years 21 days | |
2018 Plan | RSU | |||
Number of RSUs | |||
Outstanding at beginning of the year (in shares) | shares | 43,820,456 | 43,820,456 | |
Granted (in shares) | shares | 17,384,044 | 17,384,044 | |
Vested | shares | (15,364,748) | (15,364,748) | |
Forfeited (in shares) | shares | (4,321,288) | (4,321,288) | |
Outstanding at end of the year (in shares) | shares | 41,518,464 | 41,518,464 | |
Weighted average grand date fair value | |||
Outstanding at beginning of the year | $ 9.1088 | ||
Granted | 32.4843 | ||
Vested | 6.8158 | ||
Forfeited | 15.7243 | ||
Outstanding at end of the year | $ 19.0563 | ||
Weighted average grant date fair value of RSUs granted | $ 19.0563 | ||
Restricted share units vested | ¥ 675,837 | $ 106,054 | |
Unrecognized share-based compensation expenses | ¥ 3,024,500 | $ 474,610 | |
Weighted-average period for recognition of share-based compensation expense relating to unvested options | 2 years 5 months 15 days | 2 years 5 months 15 days |
Share-Based Compensation - Reco
Share-Based Compensation - Recognized share-based compensation expenses (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | |
Recognized share-based compensation expenses | ||||
Share-based compensation expense recognized | ¥ 4,774,730 | $ 749,259 | ¥ 3,613,043 | ¥ 2,557,706 |
Costs of revenues | ||||
Recognized share-based compensation expenses | ||||
Share-based compensation expense recognized | 26,624 | 4,178 | 32,291 | 23,835 |
Sales and marketing | ||||
Recognized share-based compensation expenses | ||||
Share-based compensation expense recognized | 1,612,219 | 252,992 | 1,093,547 | 860,862 |
General and administrative | ||||
Recognized share-based compensation expenses | ||||
Share-based compensation expense recognized | 792,421 | 124,348 | 966,985 | 786,641 |
Research and development expenses | ||||
Recognized share-based compensation expenses | ||||
Share-based compensation expense recognized | ¥ 2,343,466 | $ 367,741 | ¥ 1,520,220 | ¥ 886,368 |
Income Taxes - Tax rates (Detai
Income Taxes - Tax rates (Details) | Apr. 30, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Income Taxes | ||||
Statutory tax rate (as a percent) | 25.00% | 25.00% | 25.00% | |
Hong Kong | ||||
Income Taxes | ||||
Statutory tax rate (as a percent) | 16.50% | |||
Withholding tax rate (as a percent) | 0.00% | |||
PRC | ||||
Income Taxes | ||||
Statutory tax rate (as a percent) | 25.00% | |||
Withholding tax rate (as a percent) | 10.00% | |||
Xinzhijiang | PRC | ||||
Income Taxes | ||||
Preferential tax rate (as a percent) | 15.00% | |||
Shanghai Xunmeng | PRC | ||||
Income Taxes | ||||
Preferential tax rate (as a percent) | 15.00% | |||
Walnut Shanghai | PRC | ||||
Income Taxes | ||||
Preferential tax rate (as a percent) | 15.00% |
Income Taxes - Group's loss bef
Income Taxes - Group's loss before income taxes (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | |
Income Taxes | ||||
(Loss)/ profit before income tax expense | ¥ 9,702,255 | $ 1,522,496 | ¥ (7,179,742) | ¥ (6,967,603) |
Non-PRC | ||||
Income Taxes | ||||
(Loss)/ profit before income tax expense | (5,633,012) | (883,942) | (3,763,962) | (2,741,219) |
PRC | ||||
Income Taxes | ||||
(Loss)/ profit before income tax expense | ¥ 15,335,267 | $ 2,406,438 | ¥ (3,415,780) | ¥ (4,226,384) |
Income Taxes - Schedule of inco
Income Taxes - Schedule of income taxes (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | |
Income Taxes | ||||
Current income tax | ¥ 1,933,798 | $ 303,456 | ¥ 0 | ¥ 0 |
Deferred income tax benefit | (213) | (34) | 0 | 0 |
Income tax expenses | ¥ 1,933,585 | $ 303,422 | ¥ 0 | ¥ 0 |
Income Taxes - Components and r
Income Taxes - Components and reconciliation of the income tax expense (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | |
Reconciliations of the income tax expenses | ||||
(Loss)/ profit before income tax expense | ¥ 9,702,255 | $ 1,522,496 | ¥ (7,179,742) | ¥ (6,967,603) |
PRC statutory tax rate (in percent) | 25.00% | 25.00% | 25.00% | 25.00% |
Income tax benefits at PRC statutory tax rate | ¥ 2,425,564 | $ 380,624 | ¥ (1,794,935) | ¥ (1,741,901) |
International tax rate differential | 1,522,480 | 238,910 | 1,077,383 | 735,028 |
Preferential tax rate | (1,439,100) | (225,826) | 57,483 | 358,796 |
Non-deductible expenses | 167,098 | 26,221 | 108 | (5,980) |
Non-taxable income | (139,417) | (21,877) | (164,120) | (61,151) |
Deferred tax items tax rate differential | 51,493 | 8,080 | (110,821) | (570,382) |
Additional deduction of research and development expenses | (223,591) | (35,086) | (124,858) | (67,628) |
Change in valuation allowance | (430,942) | (67,624) | 1,059,760 | 1,353,218 |
Income tax expenses | ¥ 1,933,585 | $ 303,422 | ¥ 0 | ¥ 0 |
Income Taxes - Components of de
Income Taxes - Components of deferred tax assets (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2020USD ($) | |
Deferred tax assets | |||||||
Tax losses carried forward | ¥ 1,432,514 | $ 224,793 | ¥ 1,956,901 | ||||
Carryforwards of non-deductible advertising expenses and donations | 1,331,067 | 208,873 | 1,143,858 | ||||
Others | 31,926 | 5,010 | 94,186 | ||||
Less: valuation allowance | (2,764,003) | (433,732) | (3,194,945) | ||||
Deferred tax assets, net | 31,504 | 4,944 | 0 | ||||
Deferred tax liabilities | |||||||
Total deferred tax liabilities | (31,291) | (4,910) | 0 | ||||
Net deferred tax assets | 213 | 34 | 0 | ||||
Unrecognized tax benefit on interest expense | $ 0 | $ 0 | $ 0 | ||||
Unrecognized tax benefit on accumulated interest expense | 0 | $ 0 | |||||
PRC | |||||||
Deferred tax liabilities | |||||||
Taxable losses | 5,881,960 | $ 923,008 | 8,689,427 | ||||
Accrued withholding tax on earnings of subsidiaries | ¥ | ¥ 0 | ¥ 0 | |||||
Minimum | |||||||
Deferred tax liabilities | |||||||
Period for extension | 5 years | ||||||
Maximum | |||||||
Deferred tax liabilities | |||||||
Period for extension | 10 years |
Related Party Transactions - Si
Related Party Transactions - Significant related party transactions (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | |
Tencent Group | ||||
Related Party Transactions | ||||
Services received from related party | ¥ 8,416,635 | $ 1,320,755 | ¥ 10,541,479 | ¥ 2,298,074 |
Tencent Group | Computer equipment | ||||
Related Party Transactions | ||||
Services received from related party | 1,833,495 | 287,715 | ||
Shanghai Fufeitong | ||||
Related Party Transactions | ||||
Services received from related party | ¥ 211,414 | $ 33,175 | ¥ 45,364 |
Related Party Transactions - Re
Related Party Transactions - Related party balances (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) |
Related Party Transactions | |||
Amounts due from related parties (i) | ¥ 4,250,155 | $ 666,942 | ¥ 4,240,069 |
Amounts due to related parties | 1,963,007 | 308,039 | 3,385,863 |
Tencent Group | |||
Related Party Transactions | |||
Amounts due from related parties (i) | 2,803,265 | 439,893 | 3,177,536 |
Amounts due to related parties | 1,916,482 | 300,738 | 3,370,928 |
Ningbo Hexin Equity Investment Partnership | |||
Related Party Transactions | |||
Amounts due from related parties (i) | 697,632 | 109,474 | 697,632 |
Shanghai Fufeitong | |||
Related Party Transactions | |||
Amounts due from related parties (i) | 748,875 | 117,515 | 364,517 |
Amounts due to related parties | ¥ 46,525 | $ 7,301 | ¥ 14,935 |
Earnings (Loss) Per Share (Deta
Earnings (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 (loss)/ income | ¥ 7,768,670 | $ 1,219,074 | ¥ (7,179,742) | ¥ (6,967,603) |
Net (loss)/ income attributable to ordinary shareholders | ¥ 7,768,670 | $ 1,219,074 | ¥ (7,179,742) | ¥ (6,967,603) |
Denominator (in thousands of shares): | ||||
Weighted-average number of ordinary shares outstanding - basic | 5,012,651 | 5,012,651 | 4,768,343 | 4,627,278 |
Adjustments for dilutive RSUs and share options | 701,113 | 701,113 | ||
Weighted-average number of ordinary shares outstanding - diluted | 5,713,764 | 5,713,764 | 4,768,343 | 4,627,278 |
(Loss)/ earnings per share - basic | (per share) | ¥ 1.55 | $ 0.24 | ¥ (1.51) | ¥ (1.51) |
(Loss)/ earnings per share -diluted | (per share) | ¥ 1.36 | $ 0.21 | ¥ (1.51) | ¥ (1.51) |
Shares issued to depository bank (in shares) | 52,650,000 | 52,650,000 | ||
Shares settled | 29,914,080 | 29,914,080 | ||
Escrow Shares Settled | 22,735,920 | 22,735,920 | ||
Common share | ||||
Denominator (in thousands of shares): | ||||
Shares issued to depository bank (in shares) | 40,000,000 | 40,000,000 | 12,050,000 | 600,000 |
Restricted Net Assets (Details)
Restricted Net Assets (Details) - 12 months ended Dec. 31, 2021 ¥ in Thousands, $ in Thousands | CNY (¥) | USD ($) |
Restricted Net Assets | ||
Minimum percentage of after tax profit to be allocated to general reserve | 10.00% | |
Limit of general reserve fund as a percentage of registered capital, after which allocations to general reserve fund are no longer required | 50.00% | |
Restricted net assets of Company's PRC subsidiaries, the VIE and subsidiaries of the VIE | ¥ 23,306,392 | $ 3,657,281 |
Mainland China Employee Contr_2
Mainland China Employee Contribution Plan (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | |
Mainland China Employee Contribution Plan | ||||
Total expenses incurred for government statutory employee benefit plans | ¥ 829,440 | $ 130,157 | ¥ 277,429 | ¥ 334,434 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Dec. 31, 2021 ¥ in Thousands, $ in Thousands | CNY (¥) | USD ($) |
Commitments and Contingencies. | ||
Total investment commitments | ¥ 140,000 | $ 21,969 |
Condensed Financial Informati_3
Condensed Financial Information of the Company - Balance sheets (Details) $ / shares in Units, ¥ in Thousands, $ in Thousands | Dec. 31, 2021CNY (¥)shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020CNY (¥)shares | Dec. 31, 2020$ / shares | Apr. 30, 2020shares | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) |
Current assets | |||||||
Cash and cash equivalents | ¥ 6,426,715 | $ 1,008,492 | ¥ 22,421,189 | ¥ 5,768,186 | |||
Short-term investments | 86,516,618 | 13,576,345 | 64,551,094 | ||||
Prepayments and other current assets | 3,424,687 | 537,408 | 5,159,531 | ||||
Total current assets | 160,909,168 | 25,250,159 | 149,523,878 | ||||
Non-current assets | |||||||
Intangible assets | 701,220 | 110,037 | 1,276,751 | ||||
Total non-current assets | 20,300,550 | 3,185,600 | 9,384,736 | ||||
Total Assets | 181,209,718 | 28,435,759 | 158,908,614 | ||||
Current liabilities | |||||||
Accrued expenses and other liabilities | 14,085,513 | 2,210,324 | 11,193,372 | ||||
Total current liabilities | 93,729,714 | 14,708,237 | 83,882,077 | ||||
Convertible bonds | 11,788,907 | 1,849,937 | 14,432,792 | ||||
Other non-current liabilities | 996 | 156 | 2,918 | ||||
Total non-current liabilities | 12,365,457 | 1,940,410 | 14,850,649 | ||||
Total liabilities | 106,095,171 | 16,648,647 | 98,732,726 | ||||
Shareholders' deficits | |||||||
Additional paid-in capital | 95,340,819 | 14,961,055 | 86,698,660 | ||||
Accumulated other comprehensive income | (2,519,900) | (395,427) | (1,047,728) | ||||
Accumulated deficits | (17,706,533) | (2,778,541) | (25,475,203) | ||||
Total shareholders' equity | 75,114,547 | 11,787,112 | 60,175,888 | ¥ 24,646,866 | ¥ 18,822,594 | ||
Total liabilities and shareholders' equity | ¥ 181,209,718 | $ 28,435,759 | ¥ 158,908,614 | ||||
Class A ordinary shares | |||||||
Shareholders' equity | |||||||
Ordinary shares, par value | $ / shares | $ 0.000005 | $ 0.000005 | |||||
Ordinary shares, shares authorized | 77,300,000,000 | 77,300,000,000 | 77,300,000,000 | ||||
Ordinary shares, issued | 5,057,542,676 | 5,057,542,676 | 3,545,065,888 | 135,426,300 | |||
Ordinary shares, outstanding | 5,057,542,676 | 5,057,542,676 | 3,545,065,888 | ||||
Shareholders' deficits | |||||||
Common Shares | ¥ 161 | $ 25 | ¥ 115 | ||||
Class B ordinary shares | |||||||
Shareholders' equity | |||||||
Ordinary shares, par value | $ / shares | $ 0.000005 | ||||||
Ordinary shares, shares authorized | 2,200,000,000 | 2,200,000,000 | 2,200,000,000 | ||||
Ordinary shares, issued | 0 | 0 | 1,409,744,080 | ||||
Ordinary shares, outstanding | 0 | 0 | 1,409,744,080 | ||||
Parent Company | Reportable legal entity | |||||||
Current assets | |||||||
Cash and cash equivalents | ¥ 2,269 | $ 356 | ¥ 6,566 | ||||
Short-term investments | ¥ | 5,840,247 | ||||||
Prepayments and other current assets | 390 | 61 | 359 | ||||
Total current assets | 2,659 | 417 | 5,847,172 | ||||
Non-current assets | |||||||
Intangible assets | 674,057 | 105,774 | 1,276,751 | ||||
Investments in subsidiaries, the VIE and subsidiaries of the VIE | 86,252,341 | 13,534,875 | 67,814,679 | ||||
Total non-current assets | 86,926,398 | 13,640,649 | 69,091,430 | ||||
Total Assets | 86,929,057 | 13,641,066 | 74,938,602 | ||||
Current liabilities | |||||||
Accrued expenses and other liabilities | 24,607 | 3,861 | 327,004 | ||||
Total current liabilities | 24,607 | 3,861 | 327,004 | ||||
Convertible bonds | 11,788,907 | 1,849,937 | 14,432,792 | ||||
Other non-current liabilities | 996 | 156 | 2,918 | ||||
Total non-current liabilities | 11,789,903 | 1,850,093 | 14,435,710 | ||||
Total liabilities | 11,814,510 | 1,853,954 | 14,762,714 | ||||
Shareholders' deficits | |||||||
Additional paid-in capital | 95,340,819 | 14,961,055 | 86,698,660 | ||||
Accumulated other comprehensive income | (2,519,900) | (395,427) | (1,047,728) | ||||
Accumulated deficits | (17,706,533) | (2,778,541) | (25,475,203) | ||||
Total shareholders' equity | 75,114,547 | 11,787,112 | 60,175,888 | ||||
Total liabilities and shareholders' equity | ¥ 86,929,057 | $ 13,641,066 | ¥ 74,938,602 | ||||
Parent Company | Reportable legal entity | Class A ordinary shares | |||||||
Shareholders' equity | |||||||
Ordinary shares, par value | $ / shares | $ 0.000005 | $ 0.000005 | |||||
Ordinary shares, shares authorized | 77,300,000,000 | 77,300,000,000 | |||||
Ordinary shares, issued | 5,057,542,676 | 5,057,542,676 | 3,545,065,888 | ||||
Ordinary shares, outstanding | 5,057,542,676 | 5,057,542,676 | 3,545,065,888 | ||||
Shareholders' deficits | |||||||
Common Shares | ¥ 161 | $ 25 | ¥ 115 | ||||
Parent Company | Reportable legal entity | Class B ordinary shares | |||||||
Shareholders' equity | |||||||
Ordinary shares, par value | $ / shares | $ 0.000005 | ||||||
Ordinary shares, shares authorized | 2,200,000,000 | 2,200,000,000 | |||||
Ordinary shares, issued | 0 | 0 | 1,409,744,080 | ||||
Ordinary shares, outstanding | 0 | 0 | 1,409,744,080 | ||||
Shareholders' deficits | |||||||
Common Shares | ¥ | ¥ 44 |
Condensed Financial Informati_4
Condensed Financial Information of the Company - Statements of comprehensive income (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | |
Costs of revenues | ||||
Total costs of revenues | ¥ (31,718,093) | $ (4,977,261) | ¥ (19,278,641) | ¥ (6,338,778) |
Sales and marketing expenses | (44,801,720) | (7,030,368) | (41,194,599) | (27,174,249) |
General and administrative expenses | (1,540,774) | (241,781) | (1,507,297) | (1,296,712) |
Total operating expenses | (55,335,084) | (8,683,283) | (49,593,549) | (32,341,319) |
Operating loss | 6,896,762 | 1,082,252 | (9,380,325) | (8,538,211) |
Interest income | 3,061,662 | 480,442 | 2,455,366 | 1,541,825 |
Interest expense | (1,231,002) | (193,171) | (757,336) | (145,858) |
Foreign exchange gain | 71,750 | 11,259 | 225,197 | 63,179 |
Other loss | 656,255 | 102,981 | 193,702 | 82,786 |
Share of losses from subsidiaries, the VIE and subsidiaries of the VIE | 246,828 | 38,733 | 83,654 | 28,676 |
Loss before income tax | 9,702,255 | 1,522,496 | (7,179,742) | (6,967,603) |
Income tax expenses | 1,933,585 | 303,422 | 0 | 0 |
Net (loss)/ income | 7,768,670 | 1,219,074 | (7,179,742) | (6,967,603) |
Other comprehensive income net of tax of nil | ||||
Foreign currency translation difference, net of tax of nil | (1,472,172) | (231,016) | (2,495,958) | 412,447 |
Comprehensive loss | 6,296,498 | 988,058 | (9,675,700) | (6,555,156) |
Other comprehensive income/(loss), net of tax | 0 | 0 | 0 | |
Foreign currency translation difference, tax | 0 | 0 | 0 | |
Parent Company | Reportable legal entity | ||||
Costs of revenues | ||||
Total costs of revenues | (580,506) | (91,094) | (623,524) | (619,733) |
Sales and marketing expenses | (27,839) | (4,369) | (36,940) | (47,746) |
General and administrative expenses | (40,826) | (6,406) | (6,746) | (3,245) |
Total operating expenses | (68,665) | (10,775) | (43,686) | (50,991) |
Operating loss | 649,171 | 101,869 | 667,210 | 670,724 |
Interest income | 32,452 | 5,092 | 126,502 | 318,166 |
Interest expense | (1,221,846) | (191,734) | (695,794) | (144,132) |
Other loss | 27,497 | 4,315 | 53,244 | (31) |
Share of losses from subsidiaries, the VIE and subsidiaries of the VIE | 9,579,738 | 1,503,270 | (5,996,484) | (6,470,882) |
Loss before income tax | 7,768,670 | 1,219,074 | (7,179,742) | (6,967,603) |
Income tax expenses | 0 | 0 | 0 | 0 |
Net (loss)/ income | 7,768,670 | 1,219,074 | (7,179,742) | (6,967,603) |
Other comprehensive income net of tax of nil | ||||
Foreign currency translation difference, net of tax of nil | (1,472,172) | (231,016) | (2,495,958) | 412,447 |
Comprehensive loss | 6,296,498 | $ 988,058 | (9,675,700) | (6,555,156) |
Other comprehensive income/(loss), net of tax | ¥ 0 | ¥ 0 | ¥ 0 |
Condensed Financial Informati_5
Condensed Financial Information of the Company - Statement of cash flows (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2019CNY (¥) | |
Statement of cash flows | ||||
Net cash provided by operating activities | ¥ 28,783,011 | $ 4,516,683 | ¥ 28,196,627 | ¥ 14,820,976 |
Cash flows from investing activities: | ||||
Proceeds from sales of short-term investments | 97,547,038 | 15,307,259 | 55,083,390 | 24,797,630 |
Cash given to purchase of short term investments | (116,639,550) | (18,303,291) | (86,438,068) | (52,451,615) |
Net cash used in investing activities | (35,562,365) | (5,580,511) | (38,357,901) | (28,319,678) |
Cash flows from financing activities: | ||||
Proceeds from the private placements | 11,063,339 | |||
Proceeds from follow-on offering | 26,805,438 | 7,993,828 | ||
Net proceeds from the issuance of convertible bonds | 13,024,199 | 6,963,881 | ||
Proceeds from (Payments for) Other Financing Activities | 318 | 50 | (6) | |
Net cash provided by/ (used in) financing activities | (1,875,154) | (294,253) | 51,798,996 | 15,854,731 |
Exchange rate effect on cash, cash equivalents and restricted cash | (145,157) | (22,779) | (139,943) | 450,142 |
Increase/(decrease) in cash, cash equivalents and restricted cash | (8,799,665) | (1,380,860) | 41,497,779 | 2,806,171 |
Cash, cash equivalents and restricted cash at beginning of the year | 74,843,636 | 11,744,600 | 33,345,857 | 30,539,686 |
Cash, cash equivalents and restricted cash at end of the year | 66,043,971 | 10,363,740 | 74,843,636 | 33,345,857 |
Parent Company | Reportable legal entity | ||||
Statement of cash flows | ||||
Net cash provided by operating activities | 82,074 | 12,879 | 735,231 | 259,409 |
Cash flows from investing activities: | ||||
Proceeds from sales of short-term investments | 5,764,134 | 904,518 | 6,034,863 | 6,049,590 |
Cash given to purchase of short term investments | (6,250,248) | (5,998,024) | ||
Cash given to subsidiaries, the VIE and subsidiaries of the VIE,net | (5,855,304) | (918,825) | (52,051,474) | (20,293,132) |
Net cash used in investing activities | (91,170) | (14,307) | (52,266,859) | (20,241,566) |
Cash flows from financing activities: | ||||
Proceeds from the initial public offering | 11,063,339 | |||
Proceeds from follow-on offering | 26,805,438 | 7,993,828 | ||
Net proceeds from the issuance of convertible bonds | 13,024,199 | 6,966,757 | ||
Proceeds from (Payments for) Other Financing Activities | 318 | 50 | (6) | |
Net cash provided by/ (used in) financing activities | 318 | 50 | 50,892,970 | 14,960,585 |
Exchange rate effect on cash, cash equivalents and restricted cash | 4,481 | 704 | (16,490) | 141,540 |
Increase/(decrease) in cash, cash equivalents and restricted cash | (4,297) | (674) | (655,148) | (4,880,032) |
Cash, cash equivalents and restricted cash at beginning of the year | 6,566 | 1,030 | 661,714 | 5,541,746 |
Cash, cash equivalents and restricted cash at end of the year | ¥ 2,269 | $ 356 | ¥ 6,566 | ¥ 661,714 |