ORGANIZATION AND PRINCIPAL ACTIVITIES | 1. ORGANIZATION AND PRINCIPAL ACTIVITIES Scienjoy Holding Corporation (the “Company” or “Scienjoy”) through its subsidiaries, and variable interest entities(“VIE”) and its subsidiaries (collectively the “Group”) are principally engaged in operating its own live streaming platforms in the People’s Republic of China (the “PRC”), which enable users to view and interact with broadcasters through online chat, virtual items and playing games. The primary theme of the Company’s platform is entertainment live streaming. (a) Reverse recapitalization On May 7, 2020, the Company, formerly known as Wealthbridge Acquisition Limited (“Wealthbridge”), consummated the transactions (the “SPAC Transaction”) contemplated by the Share Exchange Agreement (the “Share Exchange Agreement”) dated as of October 28, 2019, pursuant to which the Company acquired 100% of the issued and outstanding equity interests of Scienjoy Inc. and changed its name to Scienjoy Holding Corporation. Upon the closing of the Transaction, the Company acquired 100% of the issued and outstanding equity interests of Scienjoy Inc. in exchange for approximately in aggregated of 19.4 million Class A ordinary shares, including 3 million Class A ordinary shares as part of earn-out consideration that was issued to the previous owners of Scienjoy Inc. (Note -2). Scienjoy Inc. was determined to be the accounting acquirer given that the original shareholders of Scienjoy Inc. effectively controlled the combined entity after the Transaction. The Transaction is not a business combination because Wealthbridge was not a business. The transaction is accounted for as a reverse recapitalization, which is equivalent to the issuance of shares by Scienjoy Inc. for the net monetary assets of Wealthbridge, accompanied by a recapitalization. Scienjoy Inc. is determined as the predecessor, and the historical financial statements of Scienjoy Inc. became the Company’s historical financial statements, with retrospective adjustments to give effect of the reverse recapitalization. The share and per share data is retrospectively restated to give effect to the reverse recapitalization. (b) Reorganization On January 1, 2018, Tongfang Investment Fund Series SPC (“TF”) completed the acquisition of a 65% equity interest in Sixiang Times (Beijing) Technology Co., Ltd (“Sixiang Times”) from NQ Mobile Inc. Through the acquisition of Sixiang Times, TF acquired a controlling position in Holgus Sixiang Information Technology Co., Ltd (“Holgus X”), Kashgar Sixiang Times Internet Technology Co., Ltd (“Kashgar Times”), Beijing Sixiang Shiguang Technology Co., Ltd (“SG”), Hai Xiu (Beijing) Technology Co., Ltd (“HX”) and Beijing Le Hai Technology Co., Ltd (“LH”). On May 18, 2017, Scienjoy Inc. established its wholly owned subsidiary in Hong Kong, Scienjoy International Limited (“Scienjoy HK”), as a holding company holding all of the outstanding shares of Sixiang Wuxian (Beijing) Technology Co., Ltd (“WXBJ”) which was established in PRC on October 17, 2017 under the laws of the People’s Republic of China as a holding company holding all of the equity interest of Sixiang Zhihui (Beijing) Technology Co., Ltd. (“ZH”),which was incorporated on July 5, 2018. Scienjoy Inc. established ZH (through WXBJ), as a holding company for purpose of holding all of the outstanding equity interest of Holgus X and Kashgar Times, as follows: (i) On July 18, 2018, Sixiang Times and ZH executed an equity transfer agreement. Pursuant to the agreement, 100% equity interest in Holgus X was transferred to ZH. (ii) On July 24, 2018, Sixiang Times and ZH executed an equity transfer agreement. Pursuant to the agreement, 100% equity interest in Kashgar Times was transferred to ZH. In consideration of the transfer, the Company paid RMB10,000 to the former shareholders of Kashgar Times. On November 16, 2018, Sixiang Times and other minority shareholders respectively entered into certain equity transfer agreements with Sixiang Huizhi (Beijing) Technology Culture Co., Ltd. (“HZ”) and Tianjin Sihui Peiying Technology Co., Ltd. (“SY”), and transfer 100% equity interest in SG to HZ, and transfer 100% equity interest in HX and LH to HZ and SY accordingly. Both HZ and SY were ultimately controlled by TF. On January 28, 2019, HZ and SY executed equity transfer agreement with Zhihui Qiyuan (Beijing) Technology Co., Ltd. (“QY”). Pursuant to the agreement, 100% equity interest in SG, HX and LH were transferred to QY which is ultimately controlled by TF. In consideration of the transfer, Scienjoy Inc. paid RMB 32,000 to the former shareholders of SG, HX and LH. On January 29, 2019, Scienjoy Inc., through its wholly owned subsidiary WXBJ, entered into a series of contractual arrangements (VIE Agreements) with QY and its respective shareholders, and in substance controlled all equity shares, risk and reward of SG, HX and LH through QY accordingly as a primary beneficiary of QY. On January 29, 2019, Scienjoy Inc. completed its reorganization of entities under the common control of the founders. Scienjoy, Scienjoy HK, WXBJ and ZH were established as holding Companies. WXBJ holds 100% of equity interests of ZH which holds 100% of equity interest in Kashgar Times and Holgus X. WXBJ is the primary beneficiary of QY which holds 100% equity interest in SG, HX and LH. These transactions were between entities under common control, and therefore accounted for in a manner similar to the pooling of interest method. Under the pooling-of-interests method, combination between two businesses under common control is accounted for at carrying amounts with retrospective adjustment of prior period financial statements, and the equity accounts of the combining entities are combined and the difference between the consideration paid and the net assets acquired is reflected as an equity transaction (i.e., distribution to parent company). As opposed to the purchase method of accounting, no intangible assets are recognized in the transaction, and no goodwill is recognized as a result of the combination. (c) Recent developments In December 2019, a novel strain of coronavirus (COVID-19) surfaced. COVID-19 has spread rapidly to many parts of the PRC and other parts of the world in the first half of 2020, which has caused significant volatility in the PRC and international markets. In the year ended December 31, 2020, the COVID-19 pandemic did not have a material net impact on the Company’s financial positions and operating results. The extent of the impact on the Company’s future financial results will be dependent on future developments such as the length and severity of the crisis, the potential resurgence of the crisis, future government actions in response to the crisis and the overall impact of the COVID-19 pandemic on the global economy and capital markets, among many other factors, all of which remain highly uncertain and unpredictable. Given this uncertainty, the Company is currently unable to quantify the expected impact of the COVID-19 pandemic on its future operations, financial condition, liquidity and results of operations if the current situation continues. On March 2, 2021, the Company’s VIE, Zhihui Qiyuan (Beijing) Technology Co., Ltd. established a wholly owned subsidiary Zhihui QiYuan(HaiNan) Investment Co,. Ltd (“QYHN”) in Hainan, PRC to provide information technology service. On September 27, 2021, the Company’s VIE, Beijing Sixiang Shiguang Technology Co., Ltd. established a wholly owned subsidiary Shanhai Weilan (Beijing) Technology Co., Ltd (“SHWL”) in Beijing, PRC to provide information technology service. On September 29, 2021, the Company’s VIE, Beijing Sixiang Shiguang Technology Co., Ltd. established a wholly owned subsidiary Shihuai (Beijing) Technology Co., Ltd (“SH”) in Beijing, PRC to provide information technology service. On September 29, 2021, the Company’s VIE, Beijing Sixiang Shiguang Technology Co., Ltd. established a wholly owned subsidiary Huayu Hefeng (Qingdao) Technology Co., Ltd (“HYHF”) in Shandong, PRC to provide information technology service. On April 28, 2022, Scienjoy HK established a wholly owned subsidiary Sixiang Wuxian (Zhejiang) Culture Technology Co. Ltd. (“WXZJ ”) in Zhejiang, PRC to provide information technology service. (d) Organization Subsidiaries of the Company and VIEs where the Company is the primary beneficiary include the following: Subsidiaries Date of Place of Percentage of Principal Scienjoy Inc. March 2, 2017 Cayman Islands 100% Holding Company Scienjoy International Limited (“Scienjoy HK”) May 18, 2017 Hong Kong 100% Holding Company Sixiang Wuxian (Beijing) Technology Co., Ltd. (“WXBJ”) October 17, 2017 The PRC 100% Holding Company Sixiang Zhihui (Beijing) Technology Co., Ltd. (“ZH”) July 5, 2018 The PRC 100% Holding Company Holgus Sixiang Information Technology Co., Ltd. (“Holgus X”) May 9, 2017 The PRC 100% Live streaming platform Kashgar Sixiang Times Internet Technology Co., Ltd. (“Kashgar Times”) March 2, 2016 The PRC 100% Live streaming platform Scienjoy BeeLive Limited (formerly known as Sciscape International Limited, “SIL”) December 18, 2017 Hong Kong 100% Live streaming platform Kashgar Sixiang Lehong Information Technology Co., Ltd (“Kashgar Lehong”) July 23, 2020 The PRC 100% Information technology Holgus Sixiang Haohan Internet Technology Co., Ltd.(“Holgus H”) (a wholly owned subsidiary of ZH) December 11, 2020 The PRC 100% Information technology Sixiang ZhiHui(HaiNan) Technology Co., Ltd (“ZHHN”) (a wholly owned subsidiary of ZH) December 23, 2020 The PRC 100% Live streaming platform VIEs Zhihui Qiyuan (Beijing) Technology Co., Ltd. (“QY”) January 22, 2019 The PRC 100% Holding Company Beijing Sixiang Shiguang Technology Co., Ltd. (“SG”) October 28, 2011 The PRC 100% Live streaming platform Hai Xiu (Beijing) Technology Co., Ltd. (“HX”) April 18, 2016 The PRC 100% Live streaming platform Beijing Le Hai Technology Co., Ltd. (“LH”) June 16, 2015 The PRC 100% Live streaming platform Lixiaozhi (Chongqing) Internet Technology Co., Ltd. (“LXZ”) July 18, 2018 The PRC 100% Live streaming platform Sixiang Mifeng (Tianjin) Technology Co., Ltd (“DF”, formerly known as Tianjin Guangju Dingfei Technology Co., Ltd) August 8, 2016 The PRC 100% Live streaming platform Changxiang Infinite Technology (Beijing) Co., Ltd. (“CX”) (a wholly owned subsidiary of DF) September 22, 2016 The PRC 100% Live streaming platform Zhihui QiYuan(HaiNan) Investment Co,. Ltd (“QYHN”) (a wholly owned subsidiary of QY) March 2, 2021 The PRC 100% Live streaming platform Shanhai Weilan (Beijing) Technology Co., Ltd (“SHWL”) (a wholly owned subsidiary of SG) September 27, 2021 The PRC 100% Live streaming platform Shihuai (Beijing) Technology Co., Ltd (“SH”) (a wholly owned subsidiary of SG) September 29, 2021 The PRC 100% Live streaming platform Huayu Hefeng (Qingdao) Technology Co., Ltd (“HYHF”) (a wholly owned subsidiary of SG) September 29, 2021 The PRC 100% Live streaming platform On January 29, 2019, the Company completed its reorganization of entities under the common control of the founders. Scienjoy, Scienjoy HK, WXBJ and ZH were established as holding Companies. WXBJ holds 100% of equity interests of ZH which holds 100% of equity interest in Kashgar Times and Holgus X. WXBJ is the primary beneficiary of QY which holds 100% equity interest in SG, HX and LH. All of these entities included in the Company are under common control, which results in the consolidation of QY and ZH which have been accounted for as a reorganization of entities under common control at carry value. The consolidated financial statements are prepared on the basis as if the reorganization became effective as of the beginning of the first period presented in the accompanying consolidated financial statements of the Company. Foreign ownership of Internet-based businesses, including distribution of online information (such as game content provider), is subject to restrictions under current PRC laws, regulations, and other applicable laws and regulations. The Company is a Cayman Island company and WXBJ and WXZJ (its PRC subsidiaries) are considered foreign invested enterprises. To comply with these regulations, the Company operates the live streaming platforms through SG, HX and LH in PRC (its consolidated VIE). As such, QY is controlled through contractual arrangements in lieu of direct equity ownership by the Company or any of its subsidiaries. Such contractual arrangements consist of a series of three agreements and a shareholder power of attorney (collectively the “Contractual Arrangements”, which were signed on January 29, 2019). The following is a summary of the various VIE agreements: Exclusive Option Agreements Pursuant to the exclusive option agreement (including its amendment or supplementary agreements, if any, the “Exclusive Option Agreement”) amongst WXBJ, QY and the nominee shareholders who collectively owned all of QY, the nominee shareholders irrevocably granted WXBJ or its designated party, an exclusive option to purchase all or part of the equity interests held by the nominee shareholders in QY, when and to the extent permitted under PRC law, at an amount equal to the lowest permissible purchase price as set by PRC law. QY cannot declare any profit distributions, or create any encumbrances in any form without the prior written consent of WXBJ. The nominee shareholders must remit in full any funds received from QY to WXBJ, in the event any distributions are made by the VIE pursuant to any written consents of WXBJ. The Exclusive Option Agreement shall remain effective for twenty (20) years and shall be automatically extended for an additional period of one (1) year. The additional period automatically enters the renewal extension of one (1) year at the end of each extended additional period. WXBJ has the right to terminate this agreement at any time after giving a thirty (30) days’ prior termination notice. Exclusive Business Cooperation Agreements Pursuant to the exclusive business cooperation agreement (including its amendment or supplementary agreements, if any, the “Exclusive Business Cooperation Agreement”) between WXBJ and the VIE, WXBJ is to provide exclusive business support, technical and consulting services related to all technologies needed for its business in return for fees that equals to all of the consolidated net income after offsetting previous year’s loss (if any) of SG, HX and LH. The service fees may be adjusted by WXBJ based on the following factors: ● complexity and difficulty of the services pursuant to the business cooperation agreement to the VIE during the month (the “Monthly Services”) ● the number of WXBJ’s employees who provided the Monthly Services and the qualifications of the employees; ● the number of hours WXBJ’s employees spent to provide the Monthly Services; ● nature and value of the Monthly Services; ● market reference price; and ● the VIE’ operating conditions for the month. The term of the Exclusive Business Cooperation Agreement is twenty (20) years and shall be automatically extended for an additional period of one (1) year. The additional period automatically enters the renewal extension of one (1) year at the end of each extended additional period. Besides, WXBJ has the right to terminate this agreement at any time after giving a thirty (30) days’ prior termination notice. Power of Attorney Agreements The nominee shareholders entered into the power of attorney agreement (including its amendment or supplementary agreements, if any, the “Power of Attorney Agreement”) whereby they granted an irrevocable proxy of the voting rights underlying their respective equity interests in the VIE to WXBJ, which includes, but are not limited to, all the shareholders’ rights and voting rights empowered to the nominee shareholders by the PRC company law and the VIE’s Article of Association. The power of attorney remains irrevocable and continuously valid from the date of execution so long as each shareholder remains as a shareholder of QY. Share Pledge Agreements Pursuant to the share pledge agreement (including its amendment or supplementary agreements, if any, the “Share Pledge Agreement”) between WXBJ, QY and the nominee shareholders, the nominee shareholders have pledged all their equity interests in the VIE to guarantee the performance of the VIE’ obligations under the Exclusive Option Agreement, Exclusive Business Cooperation Agreement and Power of Attorney Agreement. If the VIE breaches their respective contractual obligations under those agreements, WXBJ, as pledgee, will be entitled to certain rights, including the right to sell the pledged equity interests. The nominee shareholders agreed not to transfer, sell, pledge, dispose of or otherwise create any new encumbrance on their equity interests in the VIE without the prior written consent of WXBJ. The Share Pledge Agreement shall be continuously valid until all the its obligations under the VIE Agreements have been fulfilled, or the VIE Agreements are terminated, or the secured debts has been fully executed. Based on the foregoing contractual arrangements, which grant WXBJ effective control of QY and its subsidiaries and obligate WXBJ to absorb all of the risk of loss from their activities and enable WXBJ to receive all of their expected residual returns, the Company accounts for QY as a VIE. Accordingly, the Company consolidates the accounts of QY for the periods presented herein, in accordance with Regulation S-X-3A-02 promulgated by the Securities Exchange Commission (“SEC”) and Accounting Standards Codification (“ASC”) 810-10, Consolidation. The following tables represent the financial information of the consolidated VIE and its subsidiaries as of December 31, 2020 and 2021 before eliminating the intercompany balances and transactions between the VIE and other entities within the Company: As of December 31, 2020 2021 2021 RMB RMB USD ASSETS Current assets Cash and cash equivalents 72,179 71,308 11,190 Accounts receivable, net 183,555 122,480 19,220 Prepaid expenses and other current assets 11,728 157,724 24,750 Amounts due from related parties - 1,052 165 Amounts due from inter-companies (1) 130,987 139,621 21,910 Total current assets 398,449 492,185 77,235 Non-current assets Property and equipment, net 1,195 1,312 206 Intangible assets, net 239,609 235,688 36,985 Goodwill 92,069 92,069 14,448 Deferred tax assets 5,004 3,717 583 Long term deposits and other assets 950 950 149 Long term investments 5,000 251,827 39,517 Total non-current assets 343,827 585,563 91,888 TOTAL ASSETS 742,276 1,077,748 169,123 LIABILITIES Current liabilities Accounts payable 58,713 64,535 10,127 Deferred revenue 35,259 29,258 4,591 Accrued salary and employee benefits 16,069 13,585 2,132 Accrued expenses and other current liabilities 8,921 5,184 813 Income tax payable 8,581 8,801 1,381 Interest payable - 41 6 Amounts due to inter-companies (1) 248,127 309,098 48,504 Current portion of contingent consideration – earn-out liability 16,365 10,638 1,669 Total current liabilities 392,035 441,140 69,223 Non-current liabilities Deferred tax liabilities 59,729 58,746 9,219 Contingent consideration – earn-out liability 15,116 - - Total non-current liabilities 74,845 58,746 9,219 TOTAL LIABILITIES 466,880 499,886 78,442 (1) Amount due from/to inter-companies consist of intercompany receivables/payables to the other companies within the Company. All revenue-producing assets recognized by the Company, including trademarks, patents, copyrights and software, that are held by the VIE, please refer to Note 8. There are no unrecognized revenue-producing assets. Summarized below is the information related to the financial performance of the VIE reported in the Company’s consolidated statements of income for the years ended December 31, 2019, 2020 and 2021, respectively: For the years ended December 31, 2019 2020 2021 2021 RMB RMB RMB USD Net revenues 700,729 940,783 1,198,273 188,035 Third party customers 635,855 936,551 1,164,317 182,707 Inter-companies 64,874 4,232 33,956 5,328 Net (loss) income 36,982 45,722 102,042 16,013 For the years ended December 31, 2019 2020 2021 2021 RMB RMB RMB USD Net cash provided by operating activities 60,234 270,927 70,255 11,025 Net cash used in investing activities (5,347 ) (323,670 ) (250,714 ) (39,342 ) Net cash provided by (used in) financing activities (28,682 ) 80,247 179,585 28,181 |