Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2022 shares | |
Document Information Line Items | |
Entity Registrant Name | METEN HOLDING GROUP LTD. |
Trading Symbol | METX |
Document Type | 20-F |
Current Fiscal Year End Date | --12-31 |
Entity Common Stock, Shares Outstanding | 20,880,171 |
Amendment Flag | false |
Entity Central Index Key | 0001796514 |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Filer Category | Non-accelerated Filer |
Entity Well-known Seasoned Issuer | No |
Document Period End Date | Dec. 31, 2022 |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | FY |
Entity Emerging Growth Company | true |
Entity Shell Company | false |
Entity Ex Transition Period | false |
ICFR Auditor Attestation Flag | false |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-39258 |
Entity Incorporation, State or Country Code | E9 |
Entity Address, Address Line One | c/o 3rd Floor |
Entity Address, Address Line Two | Tower ATagen Knowledge & Innovation Center |
Entity Address, Address Line Three | 2nd Shenyun West Road, Nanshan District |
Entity Address, City or Town | Shenzhen |
Entity Address, Postal Zip Code | 518000 |
Entity Address, Country | CN |
Title of 12(b) Security | Ordinary shares, par value US$0.003 per share |
Security Exchange Name | NASDAQ |
Entity Interactive Data Current | Yes |
Document Accounting Standard | U.S. GAAP |
Auditor Firm ID | 3487 |
Auditor Name | Audit Alliance LLP |
Auditor Location | Singapore |
Business Contact | |
Document Information Line Items | |
Entity Address, Address Line One | 5 c/o 3rd Floor |
Entity Address, Address Line Two | Tower ATagen Knowledge & Innovation Center |
Entity Address, Address Line Three | 2nd Shenyun West Road, Nanshan District |
Entity Address, City or Town | Shenzhen |
Entity Address, Postal Zip Code | 518000 |
Entity Address, Country | CN |
Contact Personnel Name | Ronald Tam |
City Area Code | +86 |
Local Phone Number | 755 8294 5250 |
Contact Personnel Email Address | info@ascent-ir.com |
Consolidated Balance Sheets
Consolidated Balance Sheets ¥ in Thousands, $ in Thousands | Dec. 31, 2022 CNY (¥) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 CNY (¥) | |
Current assets | ||||
Cash and cash equivalents | ¥ 333 | $ 48 | ¥ 168,404 | |
Accounts receivable, net | 61,396 | 8,902 | ||
Prepayments and other current assets | 34,582 | 5,015 | 79,135 | |
Digital assets | 626 | 91 | ||
Current assets from discontinued operations | 142,199 | |||
Total current assets | 96,937 | 14,056 | 389,738 | |
Restricted cash | 8,840 | |||
Equity method investments | 19,900 | 2,885 | ||
Property and equipment, net | 92,443 | 13,403 | ||
Non-current assets from discontinued operations | 486,788 | |||
Total non-current assets | 112,343 | 16,288 | 495,628 | |
Total assets | 209,280 | 30,344 | 885,366 | |
Accounts payable | 23,829 | 3,455 | ||
Short term loans | 5,998 | 870 | ||
Amounts due to related parties | 46,478 | 6,739 | 30,502 | |
Current liabilities from discontinued operations | 684,349 | |||
Total current liabilities | 76,305 | 11,064 | 714,851 | |
Non-current liabilities | ||||
Non-current liabilities from discontinued operations | 133,940 | |||
Total non-current liabilities | 133,940 | |||
Total liabilities | 76,305 | 11,064 | 848,791 | |
Shareholders’ equity | ||||
Ordinary shares (US$0.003 par value; 500,000,000 shares authorized; 11,371,444 and 20,880,171 shares issued outstanding as of December 31, 2021 and 2022) * | [1] | 432 | 63 | 217 |
Additional paid-in capital | 1,400,076 | 202,992 | 1,342,769 | |
Accumulated deficit | (1,267,533) | (183,775) | (1,320,546) | |
Total equity attributable to shareholders of the Company | 132,975 | 19,280 | 22,440 | |
Non-controlling interests | 14,135 | |||
Total shareholders’ equity | 132,975 | 19,280 | 36,575 | |
Total liabilities and shareholders’ equity | ¥ 209,280 | $ 30,344 | ¥ 885,366 | |
[1]Retrospectively restated due to thirty for one reverse stock split, see Note 13 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) | Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 ¥ / shares shares |
Statement of Financial Position [Abstract] | ||
Ordinary shares, par value (in Dollars per share and Yuan Renminbi per share) | (per share) | $ 0.003 | ¥ 0.003 |
Ordinary shares, authorized | 500,000,000 | 500,000,000 |
Ordinary shares, issued | 20,880,171 | 11,371,444 |
Ordinary shares, outstanding | 20,880,171 | 11,371,444 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income/(Loss) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 CNY (¥) ¥ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 CNY (¥) ¥ / shares shares | Dec. 31, 2020 CNY (¥) ¥ / shares shares | |
Income Statement [Abstract] | ||||
Revenues | ¥ 81,599 | $ 11,831 | ||
Cost of revenues | (69,405) | (10,063) | ||
Gross profit | 12,194 | 1,768 | ||
Operating expenses: | ||||
General and administrative expenses | (4,971) | (721) | (6,762) | (8,158) |
Gain/(Loss) from operations | 7,223 | 1,047 | (6,762) | (8,158) |
Other income (expenses): | ||||
Realized loss on exchange of digital assets | (1,880) | (273) | ||
Interest income | 34 | 5 | ||
Interest expenses | (141) | (20) | ||
Foreign currency exchange gain/(loss), net | 1,191 | 173 | (5,374) | (4,134) |
Equity income on equity method investments | 83 | 12 | ||
Others, net | 194 | 28 | 495 | |
Gain/(Loss) before income tax from continuing operations | 6,670 | 967 | (12,102) | (11,792) |
Income tax credit/(expense) | ||||
Net gain/(loss) from continuing operations | 6,670 | 967 | (12,102) | (11,792) |
Loss from discontinued operations, net of income taxes | (42,520) | (6,165) | (374,195) | (400,991) |
Gain on disposal of discontinued operations, net of income taxes | 74,728 | 10,835 | ||
Net income/(loss) from discontinued operations, net of income taxes | 32,208 | 4,670 | (374,195) | (400,991) |
Net income/(loss) | 38,878 | 5,637 | (386,297) | (412,783) |
Net loss from discontinued operations attributable to non-controlling interest | (14,135) | (2,049) | (1,998) | (1,798) |
Less: Net loss attributable to the non-controlling interest | (14,135) | (2,049) | (1,998) | (1,798) |
Net income(loss) attributable to shareholders of the Company | 53,013 | 7,686 | (384,299) | (410,985) |
Net income(loss) | 38,878 | 5,637 | (386,297) | (412,783) |
Comprehensive income (loss) | ¥ 38,878 | $ 5,637 | ¥ (386,297) | ¥ (412,783) |
From continuing operation (in Dollars per share and Yuan Renminbi per share) | (per share) | ¥ 0.49 | $ 0.07 | ¥ (26.63) | ¥ (19,067) |
From discontinued operation (in Dollars per share and Yuan Renminbi per share) | (per share) | 3.39 | 0.49 | (818.92) | (6,454.62) |
Net earnings(loss) per share- Diluted | ||||
From continuing operation (in Dollars per share and Yuan Renminbi per share) | (per share) | 0.49 | 0.07 | (30.15) | (161.19) |
From discontinued operation (in Dollars per share and Yuan Renminbi per share) | (per share) | ¥ 3.39 | $ 0.49 | ¥ (927.4) | ¥ (5,456.6) |
Weighted average shares used in calculating net loss per share | ||||
Basic (in Shares) | 13,655,571 | 13,655,571 | 454,495 | 61,846 |
Diluted (in Shares) | 13,655,571 | 13,655,571 | 401,335 | 73,158 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity ¥ in Thousands, $ in Thousands | Ordinary shares shares | Additional paid-in capital CNY (¥) | Accumulated deficit CNY (¥) | Parent CNY (¥) | Non-controlling interests CNY (¥) | CNY (¥) | USD ($) | |
Balance at Dec. 31, 2019 | ¥ 264,358 | ¥ (525,262) | ¥ (260,870) | ¥ 17,931 | ¥ (242,939) | |||
Balance (in Shares) at Dec. 31, 2019 | shares | 34 | |||||||
Balance at Dec. 31, 2020 | 557,535 | (936,247) | (378,675) | 16,133 | (362,542) | |||
Balance (in Shares) at Dec. 31, 2020 | shares | 37 | |||||||
Net loss for the year | (410,985) | (410,985) | (1,798) | (412,783) | ||||
Reserve recapitalization | 199,803 | 199,806 | 199,806 | |||||
Reserve recapitalization (in Shares) | shares | [1] | 3 | ||||||
Warrant financing | 41,118 | 41,118 | 41,118 | |||||
Warrant financing (in Shares) | shares | ||||||||
Share-based compensation | 52,256 | 52,256 | 52,256 | |||||
Balance at Dec. 31, 2021 | 1,342,769 | (1,320,546) | 22,440 | 14,135 | 36,575 | |||
Balance (in Shares) at Dec. 31, 2021 | shares | 217 | |||||||
Net loss for the year | (384,299) | (384,299) | (1,998) | (386,297) | ||||
Reserve recapitalization | 761,900 | 762,080 | 762,080 | |||||
Reserve recapitalization (in Shares) | shares | 180 | |||||||
Share-based compensation | 23,334 | 23,334 | 23,334 | |||||
Balance at Dec. 31, 2022 | 1,400,076 | (1,267,533) | 132,975 | 132,975 | $ 19,280 | |||
Balance (in Shares) at Dec. 31, 2022 | shares | 432 | |||||||
Net loss for the year | ¥ 53,013 | 53,013 | ¥ (14,135) | 38,878 | $ 5,637 | |||
Share-based compensation | 5,854 | 5,854 | 5,854 | |||||
Issuance of ordinary shares | ¥ 51,453 | ¥ 51,668 | ¥ 51,668 | |||||
Issuance of ordinary shares (in Shares) | shares | 215 | |||||||
[1] Retrospectively restated due to thirty for one reverse stock split, see Note 13 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 CNY (¥) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 CNY (¥) | Dec. 31, 2020 CNY (¥) | |
Cash flows from operating activities: | ||||
Net (loss)/income | ¥ 38,878 | $ 5,637 | ¥ (386,297) | ¥ (412,783) |
Adjustments to reconcile net income/(loss) to net cash generated from operating activities: | ||||
Depreciation and amortization | 28,802 | 4,176 | 37,881 | 55,950 |
Amortization of operating lease right-of-use assets | 9,281 | 1,346 | 72,471 | 125,468 |
Realized gain on exchange of digital assets | 1,880 | 273 | ||
Gains on short-term investments | (495) | |||
Net gain on disposal of property and equipment | (26,666) | (3,866) | (318) | (3,001) |
Impairment losses on cryptocurrency assets | 22 | 3 | ||
Impairment loss of goodwill | 81,605 | 27,591 | ||
Provision for impairment loss of account receivables and other receivables | 11,395 | 1,652 | 7,240 | 23,944 |
Equity loss/(income) on equity method investments | (3,534) | (512) | 149 | 1,532 |
Deferred income tax (benefit)/expense | 406 | 59 | (20,650) | (2,786) |
Loss on disposal and closure of subsidiaries and branches | 18,199 | 2,639 | 37,829 | 31,884 |
Warrant financing | 2,404 | 41,118 | ||
Share-based compensation expenses | 5,854 | 849 | 23,334 | 52,256 |
Gains on disposal of subsidiaries and VIEs | (74,728) | (10,835) | ||
Changes in operating assets and liabilities, net of effect of acquisitions and disposals of subsidiaries: | ||||
Decrease in contract assets | 1,478 | 214 | 871 | 1,630 |
Increase in accounts receivable | (71,216) | (10,325) | (24,576) | (22,125) |
Decrease in other contract costs | 18,781 | 2,723 | 13,051 | 7,761 |
(Increase)/decrease in prepayments and other current assets | (6,684) | (969) | (24,225) | 5,849 |
Decrease in other non-current assets | 10,204 | 1,479 | 14,500 | 21,681 |
Change of digital assets | (2,528) | (367) | ||
Increase/(decrease) in accounts payable | 22,684 | 3,289 | (849) | 1,274 |
Decrease in deferred revenue | (86,996) | (12,613) | (140,309) | (79,954) |
Decrease in salary and welfare payable | (17,996) | (2,609) | (24,880) | (6,530) |
Decrease in financial liabilities from contracts with customers | (70,136) | (10,169) | (46,629) | (105,534) |
Decrease in accrued expenses and other payables | (12,751) | (1,849) | (11,027) | (7,031) |
(Increase)/decrease in prepaid tax | 236 | 34 | (19) | (1,315) |
Decrease in operating lease liabilities | (9,060) | (1,314) | (71,206) | (107,007) |
Increase in income taxes payable | 68 | 9 | 347 | 7,405 |
Net cash flow used in operating activities | (214,127) | (31,046) | (459,303) | (343,218) |
Cash flows from investing activities: | ||||
Purchases of property and equipment | (61,212) | (8,875) | (73,050) | (25,652) |
Disposal of subsidiaries and VIEs | (17,476) | (2,534) | ||
Payment for investment in associate | (12,407) | (1,799) | ||
Proceeds from disposal of property and equipment | 73,143 | 10,605 | 438 | 22,749 |
Advances to related parties | (1,336) | (194) | (44,198) | (10,219) |
Repayment of advances to related parties | 3,041 | 441 | 44,867 | 11,947 |
Purchase of short-term investments | (42,001) | |||
Proceeds from maturities of short-term investments | 42,496 | |||
Net cash used in investing activities | (16,247) | (2,356) | (71,943) | (680) |
Cash flows from financing activities: | ||||
Advances from related parties | 28,021 | 4,063 | 97,478 | 63,664 |
Repayment of advances from related parties | (19,104) | (2,770) | (105,912) | (14,323) |
Proceeds from Short term loans | 7,177 | 1,041 | 27,000 | 185,000 |
Repayment of Short term loans | (7,179) | (1,041) | (154,900) | (143,100) |
Reserves recapitalization | 744,351 | 216,172 | ||
Proceeds from issuance of ordinary shares for private placement | 44,548 | 6,459 | ||
Payment for offering expenses | (14,773) | |||
Net cash generated from financing activities | 53,463 | 7,752 | 608,017 | 292,640 |
Net increase/(decrease) in cash and cash equivalents and restricted cash | (176,911) | (25,650) | 76,771 | (51,258) |
Cash and cash equivalents and restricted cash at the beginning of the year | 177,244 | 25,698 | 100,473 | 151,731 |
Cash and cash equivalents and restricted cash at the end of the year | 333 | 48 | 177,244 | 100,473 |
Supplemental disclosure of cash flow information: | ||||
Interest paid | 161 | 23 | 2,400 | 5,171 |
Income tax paid | 720 | 104 | 105 | 279 |
Supplemental disclosure of cash and cash equivalents and restricted cash: | ||||
Cash and cash equivalents | 333 | 168,404 | 90,115 | |
Restricted cash | 8,840 | 10,358 | ||
Total cash, cash equivalents, and restricted cash shown in the consolidated statement of cash flows | ¥ 333 | $ 48 | ¥ 177,244 | ¥ 100,473 |
Organization and Principal Acti
Organization and Principal Activities | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Principal Activities | 1. Organization and Principal Activities (a) Principal activities Meten EdtechX Education Group Ltd (the “Company”) was incorporated on September 27, 2019 in the Cayman Islands as an exempted company with limited liability. Meten EdtechX Education Group Ltd changed its name to “Meten Holding Group Ltd” on August 11, 2021. The Company is primarily engaged in the bitcoin mining business, and also generates revenue through mining machines resale and rental business operations. As of December 31, 2022, the details of the Company’s subsidiaries were as follows: Entity Date of Place of Percentage of Principal activities Major subsidiaries: Meten International Education Group July 10, 2018 Cayman Islands 100% Investment holding Meten Education Investment Limited (“Meten BVI”) July 18, 2018 British Virgin 100% Investment holding Likeshuo Education Investment Limited (“Likeshuo BVI”) July 18, 2018 BVI 100% Investment holding Meten Education (Hong Kong) Limited (“Meten HK”) August 22, 2018 Hong Kong 100% Investment holding Likeshuo Education (Hong Kong) Limited (“Likeshuo HK”) August 22, 2018 Hong Kong 100% Investment holding Meta Path investing holding company December 3, 2021 Cayman Islands 100% Investment holding Met Chain investing holding company Ltd January 5, 2022 BVI 100% Investment holding METEN BLOCK CHAIN LLC March 8, 2022 United States 98% Investment holding (b) History of the Group and reorganization Organization and General The Company is authorized to issue 500,000,000 ordinary shares with a par value of $0.003 per share. On September 27, 2019, the Company issued one ordinary share to its sole director Richard Fear for a purchase price of $0.0001. On the same day, the one ordinary share owned by Richard Fear was transferred to Guo Yupeng. Reverse recapitalization On December 12, 2019, the Company entered into an Agreement and Plan of Reorganization (the “Merger Agreement”) by and among the Company, EdtechX Holdings Acquisition Corp., a Delaware corporation (“EdtechX”), Meten Education Inc., a Delaware corporation and wholly owned subsidiary of the Company (“EdtechX Merger Sub”), Meten Education Group Ltd.(“Meten International”), a Cayman Islands exempted company which incorporated on July 10, 2018 and wholly owned subsidiary of the Company (“Meten Merger Sub”, and together with EdtechX Merger Sub, the “Merger Subs”). EdtechX was a blank check company incorporated in Delaware on May 15, 2018 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. On March 30, 2020, the Company consummated its acquisition of Meten International and EdtechX, pursuant to the Merger Agreement, where the Company acquired 100% of the issued and outstanding ordinary shares of Meten International and EdtechX, i.e., 318,601,222 ordinary shares of Meten International and 1,971,505 ordinary shares of EdtechX for 1,613,054 and 65,717 ordinary shares of the Company, respectively (the “SPAC Transaction”). Meten International was determined to be the accounting acquirer given the controller of Meten International effectively controlled the combined entity Meten EdtechX Education Group Ltd after the SPAC Transaction. The transaction is not a business combination because EdtechX was not a business. The transaction is accounted for as a reverse recapitalization, which is equivalent to the issuance of shares by Meten International for the net monetary assets of EdtechX, accompanied by a recapitalization. Meten International is determined as the predecessor and the historical financial statements of Meten International became the Company’s historical financial statements, with retrospective adjustments to give effect of the reverse recapitalization. The equity is restated using the exchange ratio of 0.1519 established in the reverse recapitalization transaction, which is 48,391,607 divided by 318,601,222, to reflect the equity structure of the Company. Loss (income) per share is retrospectively restated using the historical weighted-average number of ordinary shares outstanding multiplied by the exchange ratio. The share and per share data is retrospectively restated using the exchange ratio in the share-based compensation footnote, see Note 12. Immediately prior to the merger transaction, Azimut Enterprises Holdings S.r.l. invested $20,000 in EdtechX to purchase 2,000,000 units of EdtechX, which were converted into same number of units of the Company upon closing of the merger transaction. In connection with merger transaction, on February 28, 2020, March 19, 2020 and March 26, 2020, three unrelated investors agreed to invest USD6,000, USD4,000 and USD6,000 to purchase shares of the Company. The financing of the USD12,000 was completed on March 30, 2020, and the USD4,000 financing was terminated on April 14, 2020 as the investor failed to pay the purchase price by the agreed deadline. Reorganization of Meten International Prior to the SPAC Transaction, Meten International undertook a series of steps to restructure its business. Meten International’s history began in April 2006 with the commencement of operations of Shenzhen Meten International Education Co., Ltd. (“Shenzhen Meten”), a limited liability company incorporated in the PRC by Mr. Jishuang Zhao, Mr. Siguang Peng and Mr. Yupeng Guo (collectively, the “Founders”). On December 18, 2017, Shenzhen Meten was converted into a joint stock limited liability company and 30,000,000 shares of RMB1 each were issued. From March 2012 to August 2018, Mr. Yun Feng, Shenzhen Daoge Growth No.3 Investment Fund Partnership (Limited Partnership), Shenzhen Daoge Growth No.5 Investment Fund Partnership (Limited Partnership), Shenzhen Daoge Growth No.6 Investment Fund Partnership (Limited Partnership), Shenzhen Daoge Growth No.11 Investment Fund Partnership (Limited Partnership), Shenzhen Daoge Growth No.21 Investment Fund Partnership (Limited Partnership), Zhihan (Shanghai) Investment Center (Limited Partnership), Hangzhou Muhua Equity Investment Fund Partnership (Limited Partnership) (collectively known as the “Pre-listing Investors”) each acquired certain equity interests in Shenzhen Meten. In preparation of the listing in capital markets of Shenzhen Meten’s general adult English training, overseas training services, online English training and other English language-related services businesses (the “Business”), Shenzhen Meten underwent a series of reorganization transactions (“Reorganization”) in 2018. The main purpose of the Reorganization is to establish a Cayman Islands holding company for the Business in preparation for its overseas listing. The Reorganization was executed in the following steps: 1) Meten International was incorporated as an exempted company with limited liability in the Cayman Islands on September 27, 2019 and as offshore holding company of the Group. In July and August 2018, the Founders and Pre-listing Investors subscribed for ordinary shares of Meten International at par value, all in the same proportions as the percentage of the then equity interest they held in Shenzhen Meten. Upon the issuance of ordinary shares to the Founders and Pre-listing Investors, the equity structure of the Meten International is identical to that of Shenzhen Meten. 2) In July 2018, Meten International further established two wholly-owned subsidiaries in the British Virgin Islands, Meten BVI and Likeshuo BVI. 3) In August 2018, Meten BVI and Likeshuo BVI established two wholly-owned subsidiaries in Hong Kong, Meten HK and Likeshuo HK, respectively. 4) In September 2018, Meten HK and Likeshuo HK established two wholly-owned subsidiaries in China, named Zhuhai Meizhilian Education Technology Co., Ltd.(“Zhuhai Meizhilian”) and Zhuhai Likeshuo Education Technology Co., Ltd. (“Zhuhai Likeshuo”), respectively. 5) In October 2018, Shenzhen Meten was split into three separate legal entities, namely Shenzhen Meten, Shenzhen Likeshuo Education Co., Ltd. (“Shenzhen Likeshuo”) and Shenzhen Yilian Education Investment Co. Ltd. (“Shenzhen Yilian Investment”). 6) In November 2018, Zhuhai Meten and Zhuhai Likeshuo (collectively the “WFOEs”) entered into a series of contractual arrangements, including a business cooperation agreement, exclusive technical service and management consultancy agreement, exclusive call option agreement, equity pledge agreement and shareholders’ rights entrustment agreement (collectively referred to as the “Contractual Arrangements” as further described below) with Shenzhen Meten, Shenzhen Likeshuo and their shareholders, respectively. Consequently, Shenzhen Meten and Shenzhen Likeshuo became consolidated VIEs of Meten International upon the completion of the relevant reorganization steps. 7) As part of the Reorganization, Shenzhen Meten transferred its equity interests in certain operations that are not a part of the Business to Shenzhen Yilian Investment and made a net cash distribution of approximately RMB148,270. Such net payment is recorded as distributions in connection with Reorganization in the accompanying consolidated statements of changes in shareholders’ deficit for the year ended December 31, 2018. The Reorganization involved the restructuring of the legal structure of the Business, which was under common control and did not result in any changes in the economic substance of the ownership and the Business. The accompanying consolidated financial statements have been prepared as if the VIE structure had been in existence throughout the periods presented and prior to the VIE structure was unwound. Upon completion of the Reorganization, Meten International’s shares and per share information including the basic and diluted income/(loss) per share have been presented retrospectively as if the number of ordinary shares outstanding immediately after the completion of the Reorganization had been outstanding from the beginning of the earliest period presented, except for the ordinary shares issued in connection with the exchange of Redeemable Owner’s Investment held by the Pre-listing investors during the Reorganization have been weighted for the portion of the period that they were outstanding. (c) Unwinding of the VIE Structure The Group has previously conducted the ELT services in China through a series of contractual arrangements with Shenzhen Meten and Shenzhen Likeshuo and their respective subsidiaries, and consolidated the financial results of Shenzhen Meten and Shenzhen Likeshuo and their subsidiaries in the Company’s consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”). On October 22, 2022, the Company announced the decision to dispose of the VIE structures in China, and on November 22, 2022 the Company has terminated all of the VIE structures with the ELT services. From November 23, 2022, the Company no longer retained any financial interest over the ELT services related VIEs and accordingly deconsolidated the ELT services related VIEs’ financial statements from the Company’s consolidated financial statements. The disposal of ELT services related VIEs represented a strategic shift and has a major effect on the Company’s result of operations. Accordingly, assets, liabilities, and results of operations related to ELT services related VIEs have been reported as discontinued operations for all periods presented. (d) Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with GAAP’. The consolidated financial statements are presented in Renminbi (“RMB”), rounded to the nearest thousands except share data and per share data, or otherwise noted. (e) Principles of consolidation The consolidated financial statements of the Group include the financial statements of the Company, its subsidiaries, and the VIEs before the VIE structure was unwound, in which it had a controlling financial interest. The results of the subsidiaries and the VIEs are consolidated from the date on which the Group obtained control and continue to be consolidated until the date that such control ceases. A controlling financial interest is typically determined when a company holds a majority of the voting equity interest in an entity. All significant intercompany balances and transactions among the Company, its subsidiaries and the VIEs have been eliminated on consolidation. |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | 2. Summary of significant accounting policies (a) Use of estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the balance sheet date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, estimate of standalone selling prices of each unit of accounting in multiple elements arrangements, estimate of breakage, the fair value of identifiable assets acquired, liabilities assumed and non-controlling interests in business combinations, the useful lives of long-lived assets including intangible assets, the fair value of the reporting unit for the goodwill impairment test, the allowance for doubtful accounts receivable and other receivables, the realization of deferred tax assets, the fair value of share-based compensation awards, lease liabilities, right-of-use assets and the recoverability of long-lived assets. 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. (b) Functional currency The Group use RMB as its reporting currency. The functional currency of the Company and its subsidiaries incorporated outside of the PRC is United States dollar (“US$”), while the functional currency of the PRC entities in the Group is RMB as determined based on the criteria of Accounting Standards Codification (“ASC”) 830, Foreign Currency Matters. (c) Convenience translation Translations of balances in the consolidated balance sheets, consolidated statements of comprehensive income/(loss) and consolidated statements of cash flows from RMB into US$ as of and for the year ended December 31, 2022 are solely for the convenience of the readers and were calculated at the rate of US$1.00=RMB6.8972, representing the index rates stipulated by the Federal Reserve Bank of New York on December 31, 2022. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on December 31, 2022, or at any other rate. The US$ convenience translation is not required under U.S. GAAP and all US$ convenience translation amounts in the accompanying consolidated financial statements are unaudited. (d) Cash and cash equivalents Cash and cash equivalents represent cash on hand and time deposits, which have original maturities of three months or less when purchased and which are unrestricted as to withdrawal and use. In addition, highly liquid investments which have original maturities of three months or less when purchased are classified as cash equivalents. (e) Short-term investments Short-term investments include wealth management products, which are mainly deposits with variable interest rates placed with financial institutions. The Group classifies the wealth management products as available-for-sale securities. Available-for-sale securities are recorded at fair value. Unrealized holding gains and losses, net of the related income tax effect, on available-for-sale securities are excluded from earnings and reported as a separate component of accumulated other comprehensive income until realized. Realized gains and losses from the sale of available-for-sale securities are determined on a specific-identification basis. (f) Accounts receivable Accounts receivable are presented net of allowance for doubtful accounts. The Group uses specific identification in providing for bad debts when facts and circumstances indicate that collection is doubtful and based on factors listed in the following paragraph. If the financial conditions of its franchisee were to deteriorate, resulting in an impairment of their ability to make payments, additional allowance may be required. The Group maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. Accounts receivable are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. (g) Digital assets Digital asset (including bitcoin) is included in current assets in the accompanying consolidated balance sheets. Digital assets purchased are recorded at cost and digital assets awarded to the Company through its mining activities are accounted for in connection with the Company’s revenue recognition policy disclosed below. Digital assets held are accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the digital assets at the time its fair value is being measured. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. Purchases of digital assets by the Company, if any, will be included within investing activities in the accompanying consolidated statements of cash flows, while digital assets awarded to the Company through its mining activities are included within operating activities on the accompanying consolidated statements of cash flows. The sales of digital assets are included within investing activities in the accompanying consolidated statements of cash flows and any realized gains or losses from such sales are included in “realized gain (loss) on exchange of digital assets” in the consolidated statements of operations and comprehensive income (loss). The Company accounts for its gains or losses in accordance with the first-in first-out method of accounting. (h) Restricted cash Restricted cash mainly consists of security deposits for establishments of training schools as requested by local education bureau. Restricted cash is classified as either current or non-current based on when the funds will be released in accordance with the terms of the respective agreement for the establishment. Amounts included in restricted cash represent those required to be set aside by a contractual agreement with education bureau. (i) Equity method investments Investee companies over which the Group has the ability to exercise significant influence, but does not have a controlling interest through investment in common shares or in-substance common shares, are accounted for using the equity method. Significant influence is generally considered to exist when the Group has an ownership interest in the voting stock of the investee between 20% and 50%, and other factors, such as representation on the investee’s board of directors, voting rights and the impact of commercial arrangements, are also considered in determining whether the equity method of accounting is appropriate. Under the equity method, the Group initially records its investment at cost and subsequently recognizes the Group’s proportionate share of each equity investee’s net income or loss after the date of investment into earnings and accordingly adjusts the carrying amount of the investment. The Group reviews its equity method investments for impairment whenever an event or circumstance indicates that an other-than-temporary impairment has occurred. The Group considers available quantitative and qualitative evidence in evaluating potential impairment of its equity method investments. An impairment charge is recorded when the carrying amount of the investment exceeds its fair value and this condition is determined to be other-than-temporary. (j) Property and equipment, net Property and equipment are stated at cost less accumulated depreciation and any recorded impairment. Gains or losses arising from the disposal of an item of property and equipment are determined as the difference between the net disposal proceeds and the carrying amount of the item and are recognized in profit or loss on the date of disposal. The estimated useful lives are presented below. Miners 5 years Depreciation on property and equipment is calculated on the straight-line method over the estimated useful lives of the assets. (k) Business combinations Business combinations are recorded using the acquisition method of accounting. The assets acquired, the liabilities assumed, and any non-controlling interests of the acquiree at the acquisition date, if any, are measured at their fair values as of the acquisition date. Goodwill is recognized and measured as the excess of the total consideration transferred plus the fair value of any non-controlling interest of the acquiree and fair value of previously held equity interest in the acquiree, if any, at the acquisition date over the fair values of the identifiable net assets acquired. Consideration transferred in a business acquisition is measured at the fair value as of the date of acquisition. (l) Impairment of long-lived assets Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Group first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. No impairment losses were recorded for the years December 31, 2020, 2021 and 2022. (m) Operating leases The Group determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current and non-current lease liabilities on the Group’s consolidated balance sheets. ROU lease assets represent the Group’s right to use an underlying asset for the lease term and lease obligations represent the Group’s obligation to make lease payments arising from the lease. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Group’s leases do not provide an implicit rate, the Group use its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The Group’s incremental borrowing rate for a lease is the rate of interest it would have to pay to borrow an amount equal to the lease payments under similar terms. The operating lease ROU assets also include initial direct costs incurred and any lease payments made to the lessor or before the commencement date, minus any lease incentives received. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. (n) Goodwill Goodwill represents the excess purchase price over the estimated fair value of net assets acquired in a business combination. Goodwill is not amortized but is tested for impairment annually or more frequently if events or changes in circumstances indicate that it might be impaired. Goodwill is tested for impairment at the reporting unit level on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit. Application of the goodwill impairment test requires judgment, including the identification of the reporting unit, assignment of assets and liabilities to the reporting unit, assignment of goodwill to the reporting unit, and determination of the fair value of each reporting unit. Estimating fair value is performed by utilizing various valuation techniques, with a primary technique being a discounted cash flow which requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long term rate of growth for the Group’s business, estimation of the useful life over which cash flows will occur, and determination of the Group’s weighted average cost of capital. The Group has the option to perform a qualitative assessment to determine whether it is more-likely-than not that the fair value of a reporting unit is less than its carrying value prior to performing the two-step goodwill impairment test. If it is more-likely-than-not that the fair value of a reporting unit is greater than its carrying amount, the two-step goodwill impairment test is not required. If the two-step goodwill impairment test is required, first, the fair value of the reporting unit is compared with its carrying amount (including goodwill). If the fair value of the reporting unit is less than its carrying amount, an indication of goodwill impairment exists for the reporting unit and the Group performs step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation and the residual fair value after this allocation is the implied fair value of the reporting unit goodwill. Fair value of the reporting unit is determined using a discounted cash flow analysis. (o) Revenue recognition The Company adopted ASC 606, “Revenue from Contracts with Customers” for all periods presented. Consistent with the criteria of ASC 606, the Company follows five steps for its revenue recognition: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The primary sources of the Group’s revenue is as follows: (1) Digital asset mining The Company has entered into digital asset mining pools by executing contracts with the mining pool operators to provide computing power to the mining pool. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed digital assets award the mining pool operator receives, for successfully adding a block to the blockchain. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. Providing computing power in digital asset transaction verification services is an output of the Company’s ordinary activities. The provision of such computing power is the only performance obligation in the Company’s contracts with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools. The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions. Fair value of the digital assets award received is determined using the quoted price of the related digital assets at the time of receipt. There is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for digital assets recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company’s consolidated financial position and results from operations. (p) Income taxes Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as operating loss and tax credit carryforwards, if any. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates or tax laws is recognized in the consolidated statements of comprehensive income in the period the change in tax rates or tax laws is enacted. The Group reduces the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is ‘‘more-likely-than-not’’ that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a ‘‘more-likely-than-not’’ realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, and the Group’s experience with operating loss and tax credit carryforwards, if any, not expiring. The Group recognizes in its financial statements the impact of a tax position if that position is ‘‘more-likely-than-not’’ to prevail based on the facts and technical merits of the position. Tax positions that meet the ‘‘more-likely-than-not’’ recognition threshold are measured at the largest amount of tax benefit that has a greater than fifty percent likelihood of being realized upon settlement. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Interest and penalties recognized related to unrecognized tax benefits are classified as income tax expense in the consolidated statements of comprehensive income. (q) Share based compensation Share-based awards granted to the employees in the form of share options are subject to service and non-market performance conditions. They are measured at the grant date fair value of the awards. The compensation expense in connection with the shares awarded to employees is recognized using the straight-line method over the requisite service period. Forfeitures are estimated at the time of grant, with such estimate updated periodically and with actual forfeitures recognized currently to the extent they differ from the estimate. In determining the fair value of the shares awarded to employees, the discounted cash flow pricing model has been applied. Estimation of the fair value involves significant assumptions that might not be observable in the market, and a number of complex and subjective variables, including the expected share price volatility (approximated by the volatility of comparable companies), discount rate, risk-free interest rate and subjective judgments regarding the Company’s projected financial and operating results, its unique business risks and its operating history and prospects at the time the grants are made. (r) Statutory reserve In accordance with the Company Laws of the PRC, the former VIEs registered as PRC domestic companies must make appropriations from its after-tax profit as determined under the PRC GAAP to non-distributable reserve funds including a statutory surplus fund and a discretionary surplus fund. The appropriation to the statutory surplus fund must be at least 10% of the after-tax profits as determined in accordance with the legal requirements in the PRC. Appropriation is not required if the surplus fund has reached 50% of the registered capital of the respective company. Appropriation to the discretionary surplus fund is made at the discretion of the respective company. The use of the statutory reserves are restricted to the off-setting of losses or increasing capital of the respective company. All these reserves are not allowed to be transferred to their investors in terms of cash dividends, loans or advances, nor can they be distributed except under liquidation. (ab) Contingencies In the normal course of business, the Group is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters, including, among others, government investigations, shareholder lawsuits, and non-income tax matters. An accrual for a loss contingency is recognized when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. If a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed. (ac) Fair value measurements The Group applies ASC 820, Fair Value measurements and Disclosures, for fair value measurements financial assets and financial liabilities and for fair value measurements of non-financial items that are recognized or disclosed at fair value in the financial statements on a recurring and non-recurring basis. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes three levels of inputs that may be used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: ● Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group has the ability to access at the measurement date. ● Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. ● Level 3 inputs are unobservable inputs for the asset or liability. The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety. In situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects management’s own judgments about the assumptions that market participants would use in pricing the asset or liability. Those judgments are developed by management based on the best information available in the circumstances. The carrying amounts of cash and cash equivalents, accounts receivable, amounts due from related parties, accounts payable, and amounts due to related parties as of December 31, 2021 and 2022 approximate their fair values because of short maturity of these instruments. (ad) Net income/(loss) per share Basic net income/(loss) per share is computed by dividing net income/(loss) attributable to shareholders of the Company by the weighted average number of ordinary shares outstanding during the year. Diluted net income/(loss) per share reflects the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised into common shares. Ordinary share equivalents are excluded from the computation of the diluted net income/(loss) per share in years when their effect would be anti-dilutive. The Group has non-vested shares which could potentially dilute basic income/(loss) per share in the future. To calculate the number of shares for diluted net income/(loss) per share, the effect of the non-vested shares is computed using the treasury stock method. (ae) Recently issued accounting pronouncements In August 2020, the FASB issued ASU No. 2020-06 (“ASU 2020-06”) “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. For public business entities, the amendments in ASU 2020-06 are effective for public entities which meet the definition of a smaller reporting company are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023. The Company will adopt ASU 2020-06 effective January 1, 2024. Management is currently evaluating the effect of the adoption of ASU 2020-06 on the consolidated financial statements. The effect will largely depend on the composition and terms of the financial instruments at the time of adoption. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures. |
Risks and Concentration
Risks and Concentration | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Risks and Concentration | 3. Risks and Concentration Credit and concentration risk Assets that potentially subject the Group to significant concentration of credit risk primarily consist of cash and cash equivalents and restricted cash. As of December 31, 2022, substantially all of the Group’s cash and cash equivalents and restricted cash were deposited in financial institutions located in the PRC, Hong Kong and United States, which management believes are of high credit quality. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Discontinued operations | 4. Discontinued operations Disposition of the VIEs and the VIEs’ subsidiaries On November 22, 2022, the Group terminated all of its English language training (ELT) business-related VIE contracts for nil consideration and disposed of its Chinese ELT-related business. From November 23, 2022, the Group no longer retained any financial interest over ELT business related VIEs and accordingly deconsolidated ELT business related VIEs’ financial statements from the Group’s consolidated financial statements. The disposal of ELT business related VIEs represented a strategic shift and has a major effect on the Group’s result of operations. Accordingly, assets, liabilities, revenues, expenses and cash flows related to ELT business related VIEs have been reclassified in the consolidated financial statements as discontinued operations for the years ended December 31, 2020, 2021 and 2022. In November 22, 2022, the Group calculated a loss resulting from such disposition as follows: As of November 22, RMB’000 Consideration - Cash and cash equivalents 5,376 Contract assets 3,845 Accounts receivable 42,716 Other contract costs, Current 8,221 Prepayments and other current assets 47,961 Amounts due from related parties 5,560 Prepaid income tax 14,243 Restricted cash 12,100 Other contract costs, non-current 16,388 Equity method investments 27,564 Property and equipment, net 11,051 Intangible assets, net 11,598 Deferred tax assets 42,449 Goodwill 192,962 Right-of-use assets 43,353 Other non-current assets 16,050 Accounts payable (15,019 ) Deferred revenue, current (130,704 ) Salary and welfare payable (9,408 ) Financial liabilities from contracts with customers (267,796 ) Accrued expenses and other payables (49,525 ) Income taxes payable (135 ) Current lease liabilities (17,902 ) Amounts due to related parties (22,232 ) Deferred revenue, non-current (30,852 ) Deferred tax liabilities (858 ) Non-current tax payable (34,265 ) Lease liabilities (15,504 ) Net assets of ELT business related VIEs (92,763 ) Non-controlling interest of ELT business related VIEs 18,035 Less: Net assets of ELT business related VIEs contributable to the Company (74,728 ) Gain on disposal of ELT business related VIEs 74,728 The assets and liabilities for discontinued operations of ELT business related VIEs comprised the following items as of December 31, 2021: As of December 31, RMB’000 Current assets for discontinued operations - Contract assets 5,323 Accounts receivable 44,291 Other contract costs, Current 32,241 Prepayments and other current assets 38,600 Amounts due from related parties 7,265 Prepaid income tax 14,479 Total 142,199 Non-current assets for discontinued operations Other contract costs, non-current 11,149 Equity method investments 24,403 Property and equipment, net 85,803 Intangible assets, net 14,675 Deferred tax assets 25,991 Goodwill 192,962 Right-of-use assets 105,551 Other non-current assets 26,254 Total 486,788 Current liabilities for discontinued operations Accounts payable 16,164 Bank loans 6,000 Deferred revenue, current 213,006 Salary and welfare payable 27,404 Financial liabilities from contracts with customers 337,932 Accrued expenses and other payables 36,575 Income taxes payable 195 Current lease liabilities 35,817 Amounts due to related parties 11,256 Total 684,349 Non-current liabilities for discontinued operations Deferred revenue, non-current 35,546 Deferred tax liabilities 4,433 Non current tax payable 34,137 Lease liabilities 59,824 Total 133,940 The condensed cash flows of all the VIEs and their subsidiaries were as follows for the years ended December 31, 2020, 2021 and 2022: Years ended December 31, 2020 2021 2022 RMB’000 RMB’000 RMB’000 Net cash used in operating activities (164,268 ) (375,922 ) (254,847 ) Net cash (used in)/generated from investing activities (54 ) (2,685 ) 57,751 Net cash (used in)/generated from financing activities 91,241 371,637 (13,059 ) The operating results from discontinued operations included in the Group’s consolidated statements of comprehensive loss were as follows for the years ended December 31, 2020, 2021 and 2022. Years ended December 31, 2020 2021 2022 RMB’000 RMB’000 RMB’000 Major classes of line items constituting pre-tax profit of discontinued operations Revenue 897,035 728,996 317,844 Cost of sales (607,077 ) (483,701 ) (191,735 ) Sales and marketing (310,433 ) (250,850 ) (78,839 ) General and administrative (340,277 ) (334,693 ) (93,124 ) Research and development expenses (31,878 ) (18,413 ) (6,817 ) Other expense that are not major (2,558 ) (35,773 ) 10,968 Loss from discontinued operations, before income tax (395,188 ) (394,434 ) (41,703 ) Income tax expense (5,803 ) 20,239 (817 ) Loss from discontinued operations, net of income tax (400,991 ) (374,195 ) (42,520 ) Gain on deconsolidation of the subsidiary, net of income tax - - 74,728 Net loss from discontinued operations, net of income tax (400,991 ) (374,195 ) 32,208 |
Accounts Receivables
Accounts Receivables | 12 Months Ended |
Dec. 31, 2022 | |
Accounts Receivables [Abstract] | |
Accounts receivables | 5. Accounts receivables The following table provides information about contract assets, accounts receivable, deferred revenue and financial liabilities from contracts with customers. As of December 31, 2021 2022 RMB’000 RMB’000 Accounts receivable - 61,396 Less: Allowance for doubtful debts - - Accounts receivable, net - 61,396 As of December 31, 2022, there was no allowance recorded as all the accounts receivable fully collected in year 2023. Prepayments and other assets The prepayments and other assets consist of the following: As of December 31, 2021 2022 RMB’000 RMB’000 Prepayments and other current assets Prepayment for equipment 70,031 22,322 Others 9,104 12,260 Total 79,135 34,582 |
Digital Assets
Digital Assets | 12 Months Ended |
Dec. 31, 2022 | |
Digital Assets Abstract | |
Digital assets | 6. Digital assets As of December 31, 2021 2022 RMB’000 RMB’000 BTC - 626 Total - 626 Additional information about bitcoin: For the year ended December 31, 2022, the Group generated bitcoins primarily through mining services. The following table presents additional information about bitcoins for the years ended December 31, 2022 and 2021, respectively: As of December 31, 2021 2022 RMB’000 RMB’000 Opening balance - - Receipt of bitcoins from mining services - 16,496 Receipt of bitcoins from hash power rental - 903 Exchange of BTC into USDT - (16,751 ) Impairment of bitcoins - (22 ) Ending balance - 626 For the years ended December 31, 2022, 2021 and 2020, the Group recognized impairment of RMB 22 , Nil Nil |
Equity Method Investments
Equity Method Investments | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity method investments | 7. Equity method investments In December 2021, the Company had entered into an agreement with industry experts to establish a company, Met Chain Co Limited under the laws of Hong Kong (the “2021 agreement”), specializing in the research and development (“R&D”), production, and sales of cryptocurrency mining equipment. Upon the formation of the company, the Company held 21% of the equity interests in the company, with the option to acquire the equity interests held by the other parties to the 2021 agreement under certain conditions as set forth in the 2021 agreement. In November 2022, the Company had entered into an equity transfer agreement with each of the four other equity holders of Met Chain Co Limited to acquire a total of 3.3% of the equity interests in Met Chain Co Limited from the four equity holders, in consideration for 3,532,841 ordinary shares of the Company, par value $0.003 per share, valued at RMB7,120,478. As of December 31,2022, the company held 24.3% of the equity interests in Met Chain Co Limited. The Group recognized gain on equity method investments of RMB83,000 for the year ended December 31, 2022. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment, net | 8. Property and equipment, net Property and equipment consists of the following: As of December 31, 2021 2022 RMB’000 RMB’000 Cost: Miners for Bitcoin - 104,971 Total cost - 104,971 Less: Accumulated depreciation - 12,528 Property and equipment, net - 92,443 Depreciation expense recognized for the years ended December 31, 2020, 2021 and 2022 were Nil Nil |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income tax | 9. Income tax (a) Cayman Islands Under the current tax laws of Cayman Islands, the Company is not subject to tax on income, corporation or capital gain, and no withholding tax is imposed upon the payment of dividends to shareholders. (b) BVI Under the current tax laws of the BVI, the Company’s BVI subsidiaries are not subject to any income taxes in the BVI. (c) Hong Kong Profits Tax Under the current Hong Kong Inland Revenue Ordinance, the Company’s Hong Kong subsidiaries are subject to Hong Kong profits tax on its taxable income generated from the operations in Hong Kong. A Two-tiered Profits Tax rates regime was introduced since year 2018 where the first HK$2,000 of assessable profits earned by a company will be taxed at half the current tax rate (8.25%) whilst the remaining profits will continue to be taxed at 16.5%. There is an anti-fragmentation measure where each group will have to nominate only one company in the group to benefit from the progressive rates. Payments of dividends by the subsidiaries to the Company are not subject to withholding tax in Hong Kong. |
Short Term Loans
Short Term Loans | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Short term loans | 10. Short term loans On October 1, 2022, the Group entered into a loan agreement with JM Digital., INC., with a maturity date of October 1, 2023. The Group had drawn down USDT $1000 (RMB6,897.2) under the agreement, which is subject to a fixed interest rate of 12% and an origination fee rate of 2%. The loan was guaranteed by 147 units of Ant Miner (S19 series machines) that are hosted at Exponential Digital, LLC’s facilities as collateral. |
Earnings (Loss) per share
Earnings (Loss) per share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | 11. Earnings (Loss) per share Basic and diluted net loss per share for each of the years presented are calculated as follow: Year ended December 31, 2020 2021 2022 (in thousands of RMB, except share data and per share data) (Losses)/income per share from continuing operations—basic Numerator: Net (loss)/income from continuing operations available to shareholders of the Company - basic and diluted (11,792 ) (12,102 ) 6,670 Denominator Weighted average number of ordinary shares - basic 61,846 454,495 13,655,571 Effect of dilutive securities 11,312 (53,160 ) - Dilutive effect of non-vested shares 73,158 401,335 13,655,571 Denominator for diluted net loss per share Earnings/(losses) per share from continuing operations — basic (190.67 ) (26.63 ) 0.49 Earnings/(losses) per share from continuing operations — diluted (161.19 ) (30.15 ) 0.49 Losses per share from discontinued operations—basic Numerator: Net (loss)/income from discontinued operations available to shareholders of the Company - basic and diluted (399,193 ) (372,197 ) 46,343 Denominator Weighted average number of ordinary shares - basic 61,846 454,495 13,655,571 Effect of dilutive securities 11,312 (53,160 ) - Dilutive effect of non-vested shares 73,158 401,335 13,655,571 Denominator for diluted net loss per share Earnings/(losses) per share from discontinued operations — basic (6,454.62 ) (818.92 ) 3.39 Earnings/(losses) per share from discontinued operations — diluted (5,456.60 ) (927.40 ) 3.39 |
Share-based compensation
Share-based compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based compensation | 12. Share-based compensation Shenzhen Meten adopted the 2013 employee equity incentive plan (“2013 Plan”) for the granting of share-based awards to executive management, key employees and directors of the Group in exchange for their services. Shenzhen Meten may, at its sole discretion, grant any employee awarded share units of Shenzhen Meten, which are held by the participating employees through special purpose vehicles. According to the term of the 2013 Plan, the awarded share units would be contingently redeemable upon the occurrence of certain events. The repurchase price is determined based on a number of factors, including but not limited to the original subscription price of the share units and the business performance of the Group. The Company has made an assessment of the cash settlement feature in the award and the probability of the contingent event’s occurrence. Based on the assessment, the Company concluded that the cash settlement feature could be exercised only on the occurrence of a contingent event that is outside the employee’s control, and is not probable of occurring. Accordingly, the Company classified the award as equity. In conjunction with the Reorganization in 2018, the Group adopted the 2018 Share Incentive Plan (“2018 Plan”), which was approved by the board of directors of the Company, to replace the 2013 Plan adopted by Shenzhen Meten. Under the 2018 Plan, the maximum aggregate number of options that may be issued shall not exceed 20,085,242. The awards granted and outstanding under 2013 Plan adopted by Shenzhen Meten survive and remain effective and binding under the 2018 Plan. All stock options granted under the 2018 Plan are not exercisable prior to the relevant shares becoming a listed security and certain of the option granted to employees are required to render service to the Group in accordance with a service schedule stipulated in the relevant award agreement. In the year ended December 31, 2017, 2,178,528 share units were granted to employees which carried a vesting period of 5 years and a subscription price of RMB 1 per unit. On December 14, 2019 (“Vesting Commencement Date”), the Company further granted 8,357,311 share units to employees which vested one week after the Vesting Commencement Date at weighted average subscription price of USD0.0055 per unit. The Company accounts for the compensation cost based on the fair value of the awarded share units on the grant-date, on which all criteria for establishing the grant dates are satisfied. The grant-date fair value of the awarded share units is recognized as compensation expense, net of estimated forfeitures, over the period during which an employee is required to provide service in exchange for the award, which is generally the vesting period. The following table sets forth the summary of the awarded shares unit activities. The number of awarded share units were retrospectively adjusted to reflect the share capital structure of the Company as of December 31, 2020. Number of share units Weighted average grant-date per share As of January 1, 2018 1,854,193 24.16 Forfeited (72,865 ) 38.52 As of December 31, 2018 1,781,328 23.47 Granted 1,269,373 70.32 As of December 31, 2019 3,050,701 43.52 In connection with the SPAC Transaction, the Company adopted a new incentive plan to replace the 2018 Plan. The Company rolled over awards granted under the 2013 Plan and 2018 Plan with the same amount and terms. As a result, options to purchase 3,050,701 of our ordinary shares were issued and outstanding on March 30, 2020. Additionally, the Company reserved for issuance pursuant to the plan one percent (1%) of the total issued and outstanding ordinary shares on the closing date (being 531,005 ordinary shares), and will reserve an additional 1% of then-outstanding shares each year for a period of four years following the first anniversary of the closing date of the SPAC Transaction. The share-based compensation expenses excluding Likeshuo HK of RMB 7,648, RMB 96,661 and RMB 27,664 were charged to general and administrative expenses for the years ended December 31, 2018, 2019 and 2020. As of December 31, 2020, there was approximately RMB6,351 excluding Likeshuo HK of total unrecognized compensation cost related to unvested awarded share units. The unrecognized compensation costs are expected to be recognized over a weighted average period of approximately 1.5 years. The estimated fair value of the awards on each date of grant was determined by management based on discounted cash flow method conducted by Jones Lang LaSalle. The Grantor first determined its equity value by using income approach, which required the estimation of future cash flows, and the application of an appropriate discount rate with reference to comparable listed companies engaged in the similar industry to convert such future cash flows to a single present value, and then allocated the equity value into the awarded shares. No income tax benefit was recognized in the consolidated statements of comprehensive income(loss) as the share-based compensation expense was not tax deductible. Service and non-market performance conditions attached to the arrangements were not taken into account in measuring fair value. There were no market conditions associated with the arrangements. Subsidiary-Likeshuo HK In December 2020, Likeshuo HK adopted its 2020 Management Investment Plan (the “Likeshuo HK 2020 Plan”), which permits the grant of restricted shares, options and share appreciation rights to the managements to purchase Likeshuo HK’s newly issued shares. The acquisition (the “Likeshuo Management Investment”) of 15% of newly issued shares of Likeshuo HK by certain senior members of the management of the Likeshuo online business and the reservation (the “Likeshuo ESOP Reservation”) of 5% of the shares of Likeshuo HK for future share incentive awards. The consideration in respect of the Likeshuo Management Investment and Likeshuo ESOP Reservation consists of (i) RMB20,000 cash consideration payable from the relevant Likeshuo management’s personal funds; and (ii) satisfaction of certain performance targets for the Likeshuo online business. The cash consideration was determined based on the valuation of the Likeshuo online business, at approximately RMB301,200, as conducted by an independent third-party valuer. Restricted shares are granted from post incentives and performance incentives, which are unlocked in three years. As of December 31, 2021, The Likeshuo ESOP Reservation had reserved 44,250 Likeshuo HK’s ordinary shares to Pan Yanqiong of Likeshuo, Chief Marketing Officer. The share-based compensation expense of RMB11,178 for Likeshuo ESOP was charged to general and administrative expenses for the year ended December 31, 2021. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Equity | 13. Equity Ordinary shares On September 27, 2019, the Company was authorized to issue 500,000,000 ordinary shares with a par value of $0.0001 per share. Holder of the Company’s ordinary shares are entitled to one vote for each share. On July 10, 2018, Meten International was incorporated as limited liability company with authorized share capital of 380,000 Hong Kong dollar (“HK$”) divided into 38,000,000 shares with par value HK $0.01 each. After the incorporation of Meten International, the Founder and Pre-listing Investors subscribed 47,035 ordinary shares of Meten International at par value of HK $0.01. In December 2018, Meten International increased its authorized share capital by creation of 500,000,000 shares with par value of US$0.0001 and issued 318,601,222 ordinary shares of US$0.0001 each, and repurchased the 47,035 existing issued ordinary shares of HK $0.01 par value each and decreased the authorized share capital by cancellation of all unissued shares of HK$0.01 each. On March 30, 2020, the Company consummated its acquisition of Meten International and EdtechX, pursuant to the Merger Agreement. A total of 318,601,222 ordinary shares of Meten International were converted to 48,391,607 ordinary shares of the Company. A total of 1,971,505 ordinary share of EdtechX were converted to the equal shares of the Company. Immediately prior to the SPAC Transaction, Azimut Enterprises Holdings S.r.l. invested $20,000 in EdtechX to purchase 2,000,000 units of EdtechX, which were converted into same number of units of the Company upon closing of the SPAC Transaction. In connection with the SPAC Transaction, on February 28, 2020, March 19, 2020 and March 26, 2020, three unrelated investors agreed to invest US$6,000, US$4,000 and US$6,000, respectively, to purchase shares of the Company. The two $6,000 financings were completed on March 30, 2020, and the US$4,000 financing was terminated on April 14, 2020 as the investor failed to pay the purchase price by the agreed deadline. In connection with the SPAC Transaction, the Company adopted a new incentive plan to replace the 2018 Plan. The Company rolled over awards granted under the 2013 Plan and 2018 Plan with the same amount and terms. As a result, options to purchase 3,050,701 of the Company’s ordinary shares were issued and outstanding on March 30, 2020. Additionally, the Company reserved for issuance pursuant to the plan one percent (1%) of the total issued and outstanding ordinary shares on the closing date (being 531,005 ordinary shares), and will reserve an additional 1% of then-outstanding shares each year for a period of four years following the first anniversary of the closing date of the SPAC Transaction. On January 4, 2021, the Company issued 1,327,514 Ordinary Shares under the Company’s 2020 share incentive plan to Pan Yanqiong, the Chief Marketing Officer of Likshuo. The Company offered 40,000,000 ordinary shares, par value US$0.0001 per share, pursuant to the prospectus supplement and the accompanying prospectus, at a purchase price of US$1.00 per share on May 21, 2021. On September 1, 2021, the Company offered 22,500,000 ordinary shares, par value US$0.0001 per share at a purchase price of US$0.30 per share. On November 9, 2021, the Company entered into a securities purchase agreement with certain investors, to sell an aggregate of 33,333,334 ordinary shares, par value $0.0001 per share, of the Company, at an offering price of $0.60 per share. On May 4, 2022, the Company completed a thirty for one reverse stock split (the “Reverse Split”) of its issued and outstanding ordinary shares, par value $0.003 per share. On June 29, 2022, the Company approved the proposal to increase their authorized share capital from US$50,000 divided into 16,666,667 ordinary shares of par value of US$0.003 each to US$1,500,000 divided into 500,000,000 ordinary shares of par value of US$0.003 each. On August 4, 2022, the Company offered 1,470,475 ordinary shares, par value US$0.0001 per share at a purchase price of US$0.30 per share. On November 10, 2022, the Company issued 3,532,841 ordinary shares of the Company, par value $0.003 per share, valued at RMB7,120,478, to the four equity holders to acquire 3.3% of the equity interests in the company formed pursuant to the 2021 agreement. As of December 31, 2021 and 2022, there were 11,371,444 and 20,880,171 ordinary shares issued and outstanding, respectively. From the legal perspective, the Reverse Split applied to the issued shares of the Company on the date of the Reverse Split and does not have any retroactive effect on the Company’s shares prior that date. However, for accounting purposes only, references to our ordinary shares in this annual report are stated as having been retroactively adjusted and restated to give effect to the Reverse Split, as if the Reverse Split had occurred by the relevant earlier date. Warrants As of December 31, 2020, there were 12,705,000 warrants outstanding. the warrants have been trading on the Nasdaq Market under the symbol “METXW” since May 27, 2020. On January 8, 2021, the Company successfully completed a tender offer for its warrants to purchase ordinary shares at a reduced exercise price of $1.40. The offer expired at 11:59 p.m. Eastern time on January 5, 2021. The Company raised $6,192,286.80 in gross proceeds from the cash exercise of 4,423,062 warrants of the Company as part of the tender offer. In addition, 2,629,812 warrants to purchase ordinary shares of the Company were validly tendered for cashless exercise, resulting in the issuance of 1,364,512 ordinary shares of the Company. The Company offered its existing loyal warrant holders the opportunity to exercise their warrants at $1.40 from the initial warrant exercise price at $11.50. Approximately 55.5% of the Company’s outstanding warrants were exercised in the tender offer. Net proceeds were approximately $5,730,000 after deducting information agent fees, placement agent fees and other offering expenses and were used for potential acquisitions and working capital and for general corporate purposes. On February 19, 2021, 336,001 warrants to purchase ordinary shares were validly tendered for cashless exercise, resulting in the issuance of 336,001 ordinary shares. The exercise price of the warrants was $2.50 per share. The Company offered 40,000,000 ordinary shares, par value US$0.0001 per share, pursuant to the prospectus supplement and the accompanying prospectus, at a purchase price of US$1.00 per share on May 21, 2021. Since the offering price per share of this offering was $1.00 per share, which was lower than $2.50 per share, the exercise price for outstanding warrants was reduced to $1.00 upon closing of the offering on May 21, 2021. On September 1, 2021, the Company offered 22,500,000 ordinary shares, par value US$0.0001 per share at a purchase price of US$0.30 per share. The Company also offered 177,500,000 pre-funded warrants to purchase 177,500,000 ordinary shares, exercisable at an exercise price of $0.0001 per share (the “Pre-funded Warrants”, each a “Pre-funded Warrant”), to those purchasers whose purchase of ordinary shares in the offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding ordinary shares immediately following the consummation of the offering. The purchase price of each Pre-funded Warrant is $0.2999, which equals the price per ordinary share being sold to the public in that offering, minus $0.0001. The Pre-funded Warrants became immediately exercisable upon issuance and may be exercised at any time until all of the Pre-funded Warrants are exercised in full. Upon effectiveness of the Reverse Split, each outstanding warrant of the Company became exercisable for 1/30 ordinary share of the Company, and the exercise price of Company’s outstanding warrants was increased to US$9.00, adjusted from $0.30 prior to the Reverse Split and representing the temporarily reduced price based on the Company’s Tender Offer Statement on Schedule TO, as amended and supplemented, originally filed by the Company with the U.S. Securities and Exchange Commission on December 7, 2020 (the “Tender Offer”). Based on the terms of the Tender Offer, following the date on which the closing price of the Company’s ordinary shares has been equal to or greater than $90.00 per share for at least twenty (20) trading days during the preceding thirty (30) trading day period, the exercise price of the Company’s outstanding warrants would be increased to US$345.00. On August 4, 2022, the Company offered 22,899,047 ordinary shares, par value US$0.003 per share, consisting of (a) 1,470,475 ordinary shares issuable upon the exercise of pre-funded warrants (the “Pre-Funded Warrants”) and (b) 21,428,572 ordinary shares issuable upon the exercise of investor warrants (the “Investor Warrants”). Each Pre-Funded Warrant is exercisable for $0.001 per ordinary share and may be exercised at any time until all the Pre-Funded Warrants are exercised in full; and each Investor Warrant has an exercise price of $0.70 per share, is exercisable on or after August 8, 2022 and will expire on August 9, 2027. As a result of the August 2022 offering, the exercise price of the Company’s public warrants was reduced to $0.70 per warrant. The exercise price of the Company’s outstanding warrants will be reset to $345.00 per share on the date following which the closing price of its ordinary shares has been equal to or greater than $90.00 per share for at least twenty (20) trading days during the preceding thirty (30) trading day period, and such exercise price will no longer be subject to the “full-ratchet” anti-dilution protection. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related party transactions | 14. Related party transactions In addition to the related party information disclosed elsewhere in the consolidated financial statements, the Group entered into the following material related party transactions. Name of party Relationship Mr. Zhao Jishuang A director of the Company Mr. Guo Yupeng Acting Chief Financial Officer of the Company Mr. Peng Siguang A director and CEO of the Company Met Chain Co., Limited An associate of the Company (a) Major transactions with related parties Years Ended December 31, 2020 2021 2022 RMB’000 RMB’000 RMB’000 Advances from related parties - Mr. Guo Yupeng - - 2,000 - Mr. Zhao Jishuang 30,893 54,874 10,135 - Met Chain Co., Limited - - 14,083 Total 30,893 54,874 26,218 Repayment of advances from related parties - Mr. Zhao Jishuang 55,265 10,242 Total 55,265 10,242 (b) Balances with related parties As of December 31, 2021 2022 RMB’000 RMB’000 Amounts due to related parties Current - Mr. Guo Yupeng - 2,000 - Mr. Zhao Jishuang 30,502 30,395 - Met Chain Co., Limited - 14,083 Total 30,502 46,478 (i) Advances from/to these related parties are unsecured, interest free and repayable on demand. |
Restricted net assets
Restricted net assets | 12 Months Ended |
Dec. 31, 2022 | |
Restricted net assets [Abstract] | |
Restricted net assets | 15. Restricted net assets There is no other restriction on use of proceeds generated by the Group to satisfy any obligations of the Group. |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent events | 16. Subsequent events No subsequent event which had a material impact on the Group was identified through the date of issuance of the financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Use of estimates | (a) Use of estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the balance sheet date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, estimate of standalone selling prices of each unit of accounting in multiple elements arrangements, estimate of breakage, the fair value of identifiable assets acquired, liabilities assumed and non-controlling interests in business combinations, the useful lives of long-lived assets including intangible assets, the fair value of the reporting unit for the goodwill impairment test, the allowance for doubtful accounts receivable and other receivables, the realization of deferred tax assets, the fair value of share-based compensation awards, lease liabilities, right-of-use assets and the recoverability of long-lived assets. 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. |
Functional currency | (b) Functional currency The Group use RMB as its reporting currency. The functional currency of the Company and its subsidiaries incorporated outside of the PRC is United States dollar (“US$”), while the functional currency of the PRC entities in the Group is RMB as determined based on the criteria of Accounting Standards Codification (“ASC”) 830, Foreign Currency Matters. |
Convenience translation | (c) Convenience translation Translations of balances in the consolidated balance sheets, consolidated statements of comprehensive income/(loss) and consolidated statements of cash flows from RMB into US$ as of and for the year ended December 31, 2022 are solely for the convenience of the readers and were calculated at the rate of US$1.00=RMB6.8972, representing the index rates stipulated by the Federal Reserve Bank of New York on December 31, 2022. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on December 31, 2022, or at any other rate. The US$ convenience translation is not required under U.S. GAAP and all US$ convenience translation amounts in the accompanying consolidated financial statements are unaudited. |
Cash and cash equivalents | (d) Cash and cash equivalents Cash and cash equivalents represent cash on hand and time deposits, which have original maturities of three months or less when purchased and which are unrestricted as to withdrawal and use. In addition, highly liquid investments which have original maturities of three months or less when purchased are classified as cash equivalents. |
Short-term investments | (e) Short-term investments Short-term investments include wealth management products, which are mainly deposits with variable interest rates placed with financial institutions. The Group classifies the wealth management products as available-for-sale securities. Available-for-sale securities are recorded at fair value. Unrealized holding gains and losses, net of the related income tax effect, on available-for-sale securities are excluded from earnings and reported as a separate component of accumulated other comprehensive income until realized. Realized gains and losses from the sale of available-for-sale securities are determined on a specific-identification basis. |
Accounts receivable | (f) Accounts receivable Accounts receivable are presented net of allowance for doubtful accounts. The Group uses specific identification in providing for bad debts when facts and circumstances indicate that collection is doubtful and based on factors listed in the following paragraph. If the financial conditions of its franchisee were to deteriorate, resulting in an impairment of their ability to make payments, additional allowance may be required. The Group maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. Accounts receivable are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. |
Acquired intangible assets, net | (g) Digital assets Digital asset (including bitcoin) is included in current assets in the accompanying consolidated balance sheets. Digital assets purchased are recorded at cost and digital assets awarded to the Company through its mining activities are accounted for in connection with the Company’s revenue recognition policy disclosed below. Digital assets held are accounted for as intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the digital assets at the time its fair value is being measured. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. Purchases of digital assets by the Company, if any, will be included within investing activities in the accompanying consolidated statements of cash flows, while digital assets awarded to the Company through its mining activities are included within operating activities on the accompanying consolidated statements of cash flows. The sales of digital assets are included within investing activities in the accompanying consolidated statements of cash flows and any realized gains or losses from such sales are included in “realized gain (loss) on exchange of digital assets” in the consolidated statements of operations and comprehensive income (loss). The Company accounts for its gains or losses in accordance with the first-in first-out method of accounting. |
Restricted cash | (h) Restricted cash Restricted cash mainly consists of security deposits for establishments of training schools as requested by local education bureau. Restricted cash is classified as either current or non-current based on when the funds will be released in accordance with the terms of the respective agreement for the establishment. Amounts included in restricted cash represent those required to be set aside by a contractual agreement with education bureau. |
Equity method investments | (i) Equity method investments Investee companies over which the Group has the ability to exercise significant influence, but does not have a controlling interest through investment in common shares or in-substance common shares, are accounted for using the equity method. Significant influence is generally considered to exist when the Group has an ownership interest in the voting stock of the investee between 20% and 50%, and other factors, such as representation on the investee’s board of directors, voting rights and the impact of commercial arrangements, are also considered in determining whether the equity method of accounting is appropriate. Under the equity method, the Group initially records its investment at cost and subsequently recognizes the Group’s proportionate share of each equity investee’s net income or loss after the date of investment into earnings and accordingly adjusts the carrying amount of the investment. The Group reviews its equity method investments for impairment whenever an event or circumstance indicates that an other-than-temporary impairment has occurred. The Group considers available quantitative and qualitative evidence in evaluating potential impairment of its equity method investments. An impairment charge is recorded when the carrying amount of the investment exceeds its fair value and this condition is determined to be other-than-temporary. |
Property and equipment, net | (j) Property and equipment, net Property and equipment are stated at cost less accumulated depreciation and any recorded impairment. Gains or losses arising from the disposal of an item of property and equipment are determined as the difference between the net disposal proceeds and the carrying amount of the item and are recognized in profit or loss on the date of disposal. The estimated useful lives are presented below. Miners 5 years Depreciation on property and equipment is calculated on the straight-line method over the estimated useful lives of the assets. |
Business combinations | (k) Business combinations Business combinations are recorded using the acquisition method of accounting. The assets acquired, the liabilities assumed, and any non-controlling interests of the acquiree at the acquisition date, if any, are measured at their fair values as of the acquisition date. Goodwill is recognized and measured as the excess of the total consideration transferred plus the fair value of any non-controlling interest of the acquiree and fair value of previously held equity interest in the acquiree, if any, at the acquisition date over the fair values of the identifiable net assets acquired. Consideration transferred in a business acquisition is measured at the fair value as of the date of acquisition. |
Impairment of long-lived assets | (l) Impairment of long-lived assets Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Group first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. No impairment losses were recorded for the years December 31, 2020, 2021 and 2022. |
Operating leases | (m) Operating leases The Group determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current and non-current lease liabilities on the Group’s consolidated balance sheets. ROU lease assets represent the Group’s right to use an underlying asset for the lease term and lease obligations represent the Group’s obligation to make lease payments arising from the lease. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Group’s leases do not provide an implicit rate, the Group use its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The Group’s incremental borrowing rate for a lease is the rate of interest it would have to pay to borrow an amount equal to the lease payments under similar terms. The operating lease ROU assets also include initial direct costs incurred and any lease payments made to the lessor or before the commencement date, minus any lease incentives received. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. |
Goodwill | (n) Goodwill Goodwill represents the excess purchase price over the estimated fair value of net assets acquired in a business combination. Goodwill is not amortized but is tested for impairment annually or more frequently if events or changes in circumstances indicate that it might be impaired. Goodwill is tested for impairment at the reporting unit level on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit. Application of the goodwill impairment test requires judgment, including the identification of the reporting unit, assignment of assets and liabilities to the reporting unit, assignment of goodwill to the reporting unit, and determination of the fair value of each reporting unit. Estimating fair value is performed by utilizing various valuation techniques, with a primary technique being a discounted cash flow which requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long term rate of growth for the Group’s business, estimation of the useful life over which cash flows will occur, and determination of the Group’s weighted average cost of capital. The Group has the option to perform a qualitative assessment to determine whether it is more-likely-than not that the fair value of a reporting unit is less than its carrying value prior to performing the two-step goodwill impairment test. If it is more-likely-than-not that the fair value of a reporting unit is greater than its carrying amount, the two-step goodwill impairment test is not required. If the two-step goodwill impairment test is required, first, the fair value of the reporting unit is compared with its carrying amount (including goodwill). If the fair value of the reporting unit is less than its carrying amount, an indication of goodwill impairment exists for the reporting unit and the Group performs step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation and the residual fair value after this allocation is the implied fair value of the reporting unit goodwill. Fair value of the reporting unit is determined using a discounted cash flow analysis. |
Revenue recognition | (o) Revenue recognition The Company adopted ASC 606, “Revenue from Contracts with Customers” for all periods presented. Consistent with the criteria of ASC 606, the Company follows five steps for its revenue recognition: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The primary sources of the Group’s revenue is as follows: (1) Digital asset mining The Company has entered into digital asset mining pools by executing contracts with the mining pool operators to provide computing power to the mining pool. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed digital assets award the mining pool operator receives, for successfully adding a block to the blockchain. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. Providing computing power in digital asset transaction verification services is an output of the Company’s ordinary activities. The provision of such computing power is the only performance obligation in the Company’s contracts with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools. The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions. Fair value of the digital assets award received is determined using the quoted price of the related digital assets at the time of receipt. There is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for digital assets recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company’s consolidated financial position and results from operations. |
Income taxes | (p) Income taxes Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as operating loss and tax credit carryforwards, if any. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates or tax laws is recognized in the consolidated statements of comprehensive income in the period the change in tax rates or tax laws is enacted. The Group reduces the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is ‘‘more-likely-than-not’’ that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a ‘‘more-likely-than-not’’ realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, and the Group’s experience with operating loss and tax credit carryforwards, if any, not expiring. The Group recognizes in its financial statements the impact of a tax position if that position is ‘‘more-likely-than-not’’ to prevail based on the facts and technical merits of the position. Tax positions that meet the ‘‘more-likely-than-not’’ recognition threshold are measured at the largest amount of tax benefit that has a greater than fifty percent likelihood of being realized upon settlement. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Interest and penalties recognized related to unrecognized tax benefits are classified as income tax expense in the consolidated statements of comprehensive income. |
Share based compensation | (q) Share based compensation Share-based awards granted to the employees in the form of share options are subject to service and non-market performance conditions. They are measured at the grant date fair value of the awards. The compensation expense in connection with the shares awarded to employees is recognized using the straight-line method over the requisite service period. Forfeitures are estimated at the time of grant, with such estimate updated periodically and with actual forfeitures recognized currently to the extent they differ from the estimate. In determining the fair value of the shares awarded to employees, the discounted cash flow pricing model has been applied. Estimation of the fair value involves significant assumptions that might not be observable in the market, and a number of complex and subjective variables, including the expected share price volatility (approximated by the volatility of comparable companies), discount rate, risk-free interest rate and subjective judgments regarding the Company’s projected financial and operating results, its unique business risks and its operating history and prospects at the time the grants are made. |
Statutory reserve | (r) Statutory reserve In accordance with the Company Laws of the PRC, the former VIEs registered as PRC domestic companies must make appropriations from its after-tax profit as determined under the PRC GAAP to non-distributable reserve funds including a statutory surplus fund and a discretionary surplus fund. The appropriation to the statutory surplus fund must be at least 10% of the after-tax profits as determined in accordance with the legal requirements in the PRC. Appropriation is not required if the surplus fund has reached 50% of the registered capital of the respective company. Appropriation to the discretionary surplus fund is made at the discretion of the respective company. The use of the statutory reserves are restricted to the off-setting of losses or increasing capital of the respective company. All these reserves are not allowed to be transferred to their investors in terms of cash dividends, loans or advances, nor can they be distributed except under liquidation. |
Contingencies | (ab) Contingencies In the normal course of business, the Group is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters, including, among others, government investigations, shareholder lawsuits, and non-income tax matters. An accrual for a loss contingency is recognized when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. If a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed. |
Fair value measurements | (ac) Fair value measurements The Group applies ASC 820, Fair Value measurements and Disclosures, for fair value measurements financial assets and financial liabilities and for fair value measurements of non-financial items that are recognized or disclosed at fair value in the financial statements on a recurring and non-recurring basis. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes three levels of inputs that may be used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: ● Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group has the ability to access at the measurement date. ● Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. ● Level 3 inputs are unobservable inputs for the asset or liability. The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety. In situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects management’s own judgments about the assumptions that market participants would use in pricing the asset or liability. Those judgments are developed by management based on the best information available in the circumstances. The carrying amounts of cash and cash equivalents, accounts receivable, amounts due from related parties, accounts payable, and amounts due to related parties as of December 31, 2021 and 2022 approximate their fair values because of short maturity of these instruments. |
Net income/(loss) per share | (ad) Net income/(loss) per share Basic net income/(loss) per share is computed by dividing net income/(loss) attributable to shareholders of the Company by the weighted average number of ordinary shares outstanding during the year. Diluted net income/(loss) per share reflects the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised into common shares. Ordinary share equivalents are excluded from the computation of the diluted net income/(loss) per share in years when their effect would be anti-dilutive. The Group has non-vested shares which could potentially dilute basic income/(loss) per share in the future. To calculate the number of shares for diluted net income/(loss) per share, the effect of the non-vested shares is computed using the treasury stock method. |
Recently issued accounting pronouncements | (ae) Recently issued accounting pronouncements In August 2020, the FASB issued ASU No. 2020-06 (“ASU 2020-06”) “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. For public business entities, the amendments in ASU 2020-06 are effective for public entities which meet the definition of a smaller reporting company are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023. The Company will adopt ASU 2020-06 effective January 1, 2024. Management is currently evaluating the effect of the adoption of ASU 2020-06 on the consolidated financial statements. The effect will largely depend on the composition and terms of the financial instruments at the time of adoption. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures. |
Organization and Principal Ac_2
Organization and Principal Activities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of company's major subsidiaries and VIEs | Entity Date of Place of Percentage of Principal activities Major subsidiaries: Meten International Education Group July 10, 2018 Cayman Islands 100% Investment holding Meten Education Investment Limited (“Meten BVI”) July 18, 2018 British Virgin 100% Investment holding Likeshuo Education Investment Limited (“Likeshuo BVI”) July 18, 2018 BVI 100% Investment holding Meten Education (Hong Kong) Limited (“Meten HK”) August 22, 2018 Hong Kong 100% Investment holding Likeshuo Education (Hong Kong) Limited (“Likeshuo HK”) August 22, 2018 Hong Kong 100% Investment holding Meta Path investing holding company December 3, 2021 Cayman Islands 100% Investment holding Met Chain investing holding company Ltd January 5, 2022 BVI 100% Investment holding METEN BLOCK CHAIN LLC March 8, 2022 United States 98% Investment holding |
Summary of significant accoun_2
Summary of significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of useful lives are presented below | Miners 5 years |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Schedule of the group calculated a loss resulting from such disposition | As of November 22, RMB’000 Consideration - Cash and cash equivalents 5,376 Contract assets 3,845 Accounts receivable 42,716 Other contract costs, Current 8,221 Prepayments and other current assets 47,961 Amounts due from related parties 5,560 Prepaid income tax 14,243 Restricted cash 12,100 Other contract costs, non-current 16,388 Equity method investments 27,564 Property and equipment, net 11,051 Intangible assets, net 11,598 Deferred tax assets 42,449 Goodwill 192,962 Right-of-use assets 43,353 Other non-current assets 16,050 Accounts payable (15,019 ) Deferred revenue, current (130,704 ) Salary and welfare payable (9,408 ) Financial liabilities from contracts with customers (267,796 ) Accrued expenses and other payables (49,525 ) Income taxes payable (135 ) Current lease liabilities (17,902 ) Amounts due to related parties (22,232 ) Deferred revenue, non-current (30,852 ) Deferred tax liabilities (858 ) Non-current tax payable (34,265 ) Lease liabilities (15,504 ) Net assets of ELT business related VIEs (92,763 ) Non-controlling interest of ELT business related VIEs 18,035 Less: Net assets of ELT business related VIEs contributable to the Company (74,728 ) Gain on disposal of ELT business related VIEs 74,728 As of December 31, RMB’000 Current assets for discontinued operations - Contract assets 5,323 Accounts receivable 44,291 Other contract costs, Current 32,241 Prepayments and other current assets 38,600 Amounts due from related parties 7,265 Prepaid income tax 14,479 Total 142,199 Non-current assets for discontinued operations Other contract costs, non-current 11,149 Equity method investments 24,403 Property and equipment, net 85,803 Intangible assets, net 14,675 Deferred tax assets 25,991 Goodwill 192,962 Right-of-use assets 105,551 Other non-current assets 26,254 Total 486,788 Current liabilities for discontinued operations Accounts payable 16,164 Bank loans 6,000 Deferred revenue, current 213,006 Salary and welfare payable 27,404 Financial liabilities from contracts with customers 337,932 Accrued expenses and other payables 36,575 Income taxes payable 195 Current lease liabilities 35,817 Amounts due to related parties 11,256 Total 684,349 Non-current liabilities for discontinued operations Deferred revenue, non-current 35,546 Deferred tax liabilities 4,433 Non current tax payable 34,137 Lease liabilities 59,824 Total 133,940 |
Schedule of condensed cash flows | Years ended December 31, 2020 2021 2022 RMB’000 RMB’000 RMB’000 Net cash used in operating activities (164,268 ) (375,922 ) (254,847 ) Net cash (used in)/generated from investing activities (54 ) (2,685 ) 57,751 Net cash (used in)/generated from financing activities 91,241 371,637 (13,059 ) |
Schedule of consolidated statements of comprehensive loss | Years ended December 31, 2020 2021 2022 RMB’000 RMB’000 RMB’000 Major classes of line items constituting pre-tax profit of discontinued operations Revenue 897,035 728,996 317,844 Cost of sales (607,077 ) (483,701 ) (191,735 ) Sales and marketing (310,433 ) (250,850 ) (78,839 ) General and administrative (340,277 ) (334,693 ) (93,124 ) Research and development expenses (31,878 ) (18,413 ) (6,817 ) Other expense that are not major (2,558 ) (35,773 ) 10,968 Loss from discontinued operations, before income tax (395,188 ) (394,434 ) (41,703 ) Income tax expense (5,803 ) 20,239 (817 ) Loss from discontinued operations, net of income tax (400,991 ) (374,195 ) (42,520 ) Gain on deconsolidation of the subsidiary, net of income tax - - 74,728 Net loss from discontinued operations, net of income tax (400,991 ) (374,195 ) 32,208 |
Accounts Receivables (Tables)
Accounts Receivables (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounts Receivables [Abstract] | |
Schedule of accounts receivable | As of December 31, 2021 2022 RMB’000 RMB’000 Accounts receivable - 61,396 Less: Allowance for doubtful debts - - Accounts receivable, net - 61,396 |
Schedule of prepayments and other assets | As of December 31, 2021 2022 RMB’000 RMB’000 Prepayments and other current assets Prepayment for equipment 70,031 22,322 Others 9,104 12,260 Total 79,135 34,582 |
Digital Assets (Tables)
Digital Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Digital Assets Abstract | |
Schedule of digital assets | As of December 31, 2021 2022 RMB’000 RMB’000 BTC - 626 Total - 626 |
Schedule of company generated bitcoins primarily through mining services | As of December 31, 2021 2022 RMB’000 RMB’000 Opening balance - - Receipt of bitcoins from mining services - 16,496 Receipt of bitcoins from hash power rental - 903 Exchange of BTC into USDT - (16,751 ) Impairment of bitcoins - (22 ) Ending balance - 626 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | As of December 31, 2021 2022 RMB’000 RMB’000 Cost: Miners for Bitcoin - 104,971 Total cost - 104,971 Less: Accumulated depreciation - 12,528 Property and equipment, net - 92,443 |
Earnings (Loss) per share (Tabl
Earnings (Loss) per share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted net loss per share | Year ended December 31, 2020 2021 2022 (in thousands of RMB, except share data and per share data) (Losses)/income per share from continuing operations—basic Numerator: Net (loss)/income from continuing operations available to shareholders of the Company - basic and diluted (11,792 ) (12,102 ) 6,670 Denominator Weighted average number of ordinary shares - basic 61,846 454,495 13,655,571 Effect of dilutive securities 11,312 (53,160 ) - Dilutive effect of non-vested shares 73,158 401,335 13,655,571 Denominator for diluted net loss per share Earnings/(losses) per share from continuing operations — basic (190.67 ) (26.63 ) 0.49 Earnings/(losses) per share from continuing operations — diluted (161.19 ) (30.15 ) 0.49 Losses per share from discontinued operations—basic Numerator: Net (loss)/income from discontinued operations available to shareholders of the Company - basic and diluted (399,193 ) (372,197 ) 46,343 Denominator Weighted average number of ordinary shares - basic 61,846 454,495 13,655,571 Effect of dilutive securities 11,312 (53,160 ) - Dilutive effect of non-vested shares 73,158 401,335 13,655,571 Denominator for diluted net loss per share Earnings/(losses) per share from discontinued operations — basic (6,454.62 ) (818.92 ) 3.39 Earnings/(losses) per share from discontinued operations — diluted (5,456.60 ) (927.40 ) 3.39 |
Share-based compensation (Table
Share-based compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of the awarded shares unit activities | Number of share units Weighted average grant-date per share As of January 1, 2018 1,854,193 24.16 Forfeited (72,865 ) 38.52 As of December 31, 2018 1,781,328 23.47 Granted 1,269,373 70.32 As of December 31, 2019 3,050,701 43.52 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of material related party transactions | Name of party Relationship Mr. Zhao Jishuang A director of the Company Mr. Guo Yupeng Acting Chief Financial Officer of the Company Mr. Peng Siguang A director and CEO of the Company Met Chain Co., Limited An associate of the Company |
Schedule of major transactions with related parties | Years Ended December 31, 2020 2021 2022 RMB’000 RMB’000 RMB’000 Advances from related parties - Mr. Guo Yupeng - - 2,000 - Mr. Zhao Jishuang 30,893 54,874 10,135 - Met Chain Co., Limited - - 14,083 Total 30,893 54,874 26,218 Repayment of advances from related parties - Mr. Zhao Jishuang 55,265 10,242 Total 55,265 10,242 |
Schedule of balances with related parties | As of December 31, 2021 2022 RMB’000 RMB’000 Amounts due to related parties Current - Mr. Guo Yupeng - 2,000 - Mr. Zhao Jishuang 30,502 30,395 - Met Chain Co., Limited - 14,083 Total 30,502 46,478 |
Organization and Principal Ac_3
Organization and Principal Activities (Details) ¥ / shares in Units, $ / shares in Units, ¥ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Dec. 18, 2017 CNY (¥) shares | Mar. 30, 2020 | Sep. 27, 2019 | Dec. 31, 2022 CNY (¥) shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 ¥ / shares | |
Organization and Principal Activities (Details) [Line Items] | ||||||
Ordinary shares, par value | (per share) | $ 0.003 | ¥ 0.003 | ||||
Merger agreement, description | the Company consummated its acquisition of Meten International and EdtechX, pursuant to the Merger Agreement, where the Company acquired 100% of the issued and outstanding ordinary shares of Meten International and EdtechX, i.e., 318,601,222 ordinary shares of Meten International and 1,971,505 ordinary shares of EdtechX for 1,613,054 and 65,717 ordinary shares of the Company, respectively (the “SPAC Transaction”). | In connection with merger transaction, on February 28, 2020, March 19, 2020 and March 26, 2020, three unrelated investors agreed to invest USD6,000, USD4,000 and USD6,000 to purchase shares of the Company. The financing of the USD12,000 was completed on March 30, 2020, and the USD4,000 financing was terminated on April 14, 2020 as the investor failed to pay the purchase price by the agreed deadline. | In connection with merger transaction, on February 28, 2020, March 19, 2020 and March 26, 2020, three unrelated investors agreed to invest USD6,000, USD4,000 and USD6,000 to purchase shares of the Company. The financing of the USD12,000 was completed on March 30, 2020, and the USD4,000 financing was terminated on April 14, 2020 as the investor failed to pay the purchase price by the agreed deadline. | |||
Business transaction description | The transaction is not a business combination because EdtechX was not a business. The transaction is accounted for as a reverse recapitalization, which is equivalent to the issuance of shares by Meten International for the net monetary assets of EdtechX, accompanied by a recapitalization. Meten International is determined as the predecessor and the historical financial statements of Meten International became the Company’s historical financial statements, with retrospective adjustments to give effect of the reverse recapitalization. The equity is restated using the exchange ratio of 0.1519 established in the reverse recapitalization transaction, which is 48,391,607 divided by 318,601,222, to reflect the equity structure of the Company. Loss (income) per share is retrospectively restated using the historical weighted-average number of ordinary shares outstanding multiplied by the exchange ratio. The share and per share data is retrospectively restated using the exchange ratio in the share-based compensation footnote, see Note 12. | The transaction is not a business combination because EdtechX was not a business. The transaction is accounted for as a reverse recapitalization, which is equivalent to the issuance of shares by Meten International for the net monetary assets of EdtechX, accompanied by a recapitalization. Meten International is determined as the predecessor and the historical financial statements of Meten International became the Company’s historical financial statements, with retrospective adjustments to give effect of the reverse recapitalization. The equity is restated using the exchange ratio of 0.1519 established in the reverse recapitalization transaction, which is 48,391,607 divided by 318,601,222, to reflect the equity structure of the Company. Loss (income) per share is retrospectively restated using the historical weighted-average number of ordinary shares outstanding multiplied by the exchange ratio. The share and per share data is retrospectively restated using the exchange ratio in the share-based compensation footnote, see Note 12. | ||||
Merger transaction investment | $ | $ 20,000 | |||||
Shares purchase | 2,000,000 | 2,000,000 | ||||
Stock limited liability | 30,000,000 | |||||
Stock of issued | ¥ | ¥ 1 | |||||
Net cash distribution | ¥ | ¥ 148,270 | |||||
Common Stock [Member] | ||||||
Organization and Principal Activities (Details) [Line Items] | ||||||
Ordinary shares | 500,000,000 | |||||
Ordinary shares, par value | $ / shares | $ 0.003 | |||||
Mr. Guo Yupeng [Member] | ||||||
Organization and Principal Activities (Details) [Line Items] | ||||||
Transfer of ordinary shares, description | On the same day, the one ordinary share owned by Richard Fear was transferred to Guo Yupeng. | |||||
Richard Fear [Member] | ||||||
Organization and Principal Activities (Details) [Line Items] | ||||||
Ordinary shares issuance, description | On September 27, 2019, the Company issued one ordinary share to its sole director Richard Fear for a purchase price of $0.0001. |
Organization and Principal Ac_4
Organization and Principal Activities (Details) - Schedule of company's major subsidiaries and VIEs | 12 Months Ended |
Dec. 31, 2022 | |
Meten International Education Group [Member] | |
Major subsidiaries: | |
Date of incorporation | Jul. 10, 2018 |
Place of incorporation | Cayman Islands |
Percentage of direct or indirect economic ownership | 100% |
Principal activities | Investment holding |
Meten Education Investment Limited (“Meten BVI”) [Member] | |
Major subsidiaries: | |
Date of incorporation | Jul. 18, 2018 |
Place of incorporation | British Virgin Islands (“BVI”) |
Percentage of direct or indirect economic ownership | 100% |
Principal activities | Investment holding |
Likeshuo Education Investment Limited (“Likeshuo BVI”) [Member] | |
Major subsidiaries: | |
Date of incorporation | Jul. 18, 2018 |
Place of incorporation | BVI |
Percentage of direct or indirect economic ownership | 100% |
Principal activities | Investment holding |
Meten Education (Hong Kong) Limited (“Meten HK”) [Member] | |
Major subsidiaries: | |
Date of incorporation | Aug. 22, 2018 |
Place of incorporation | Hong Kong |
Percentage of direct or indirect economic ownership | 100% |
Principal activities | Investment holding |
Likeshuo Education (Hong Kong) Limited (“Likeshuo HK”) [Member] | |
Major subsidiaries: | |
Date of incorporation | Aug. 22, 2018 |
Place of incorporation | Hong Kong |
Percentage of direct or indirect economic ownership | 100% |
Principal activities | Investment holding |
Meta Path investing holding company [Member] | |
Major subsidiaries: | |
Date of incorporation | Dec. 03, 2021 |
Place of incorporation | Cayman Islands |
Percentage of direct or indirect economic ownership | 100% |
Principal activities | Investment holding |
Met Chain investing holding company Ltd [Member] | |
Major subsidiaries: | |
Date of incorporation | Jan. 05, 2022 |
Place of incorporation | BVI |
Percentage of direct or indirect economic ownership | 100% |
Principal activities | Investment holding |
METEN BLOCK CHAIN LLC [Member] | |
Major subsidiaries: | |
Date of incorporation | Mar. 08, 2022 |
Place of incorporation | United States |
Percentage of direct or indirect economic ownership | 98% |
Principal activities | Investment holding |
Summary of significant accoun_3
Summary of significant accounting policies (Details) - 12 months ended Dec. 31, 2022 | CNY (¥) | USD ($) |
Summary of significant accounting policies (Details) [Line Items] | ||
Convenience rate | ¥ 6,897.2000 | $ 1,000 |
Statutory reserve, percentage | 10% | 10% |
Surplus fund, percentage | 50% | 50% |
Minimum [Member] | Equity method investments [Member] | ||
Summary of significant accounting policies (Details) [Line Items] | ||
Ownership, percentage | 20% | 20% |
Maximum [Member] | Equity method investments [Member] | ||
Summary of significant accounting policies (Details) [Line Items] | ||
Ownership, percentage | 50% | 50% |
Summary of significant accoun_4
Summary of significant accounting policies (Details) - Schedule of useful lives are presented below | 12 Months Ended |
Dec. 31, 2022 | |
Schedule Of Useful Lives Are Presented Below Abstract | |
Miners | 5 years |
Discontinued Operations (Detail
Discontinued Operations (Details) - Schedule of the group calculated a loss resulting from such disposition ¥ in Thousands, $ in Thousands | 11 Months Ended | 12 Months Ended | ||||||
Nov. 22, 2022 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 CNY (¥) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 CNY (¥) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Schedule of The Group Calculated a Loss Resulting From Such Disposition Abstract | ||||||||
Consideration | ||||||||
Cash and cash equivalents | 5,376 | |||||||
Contract assets | 3,845 | $ 5,323 | ||||||
Accounts receivable | 42,716 | 44,291 | ||||||
Other contract costs, Current | 8,221 | 32,241 | ||||||
Prepayments and other current assets | 47,961 | 38,600 | ||||||
Amounts due from related parties | 5,560 | 7,265 | ||||||
Prepaid income tax | 14,243 | 14,479 | ||||||
Current assets for discontinued operations, Total | 142,199 | |||||||
Restricted cash | 12,100 | ¥ 8,840 | ¥ 10,358 | |||||
Other contract costs, non-current | 16,388 | 11,149 | ||||||
Equity method investments | 27,564 | 24,403 | ||||||
Property and equipment, net | 11,051 | 85,803 | ||||||
Intangible assets, net | 11,598 | 14,675 | ||||||
Deferred tax assets | 42,449 | 25,991 | ||||||
Goodwill | 192,962 | 192,962 | ||||||
Right-of-use assets | 43,353 | 105,551 | ||||||
Other non-current assets | 16,050 | 26,254 | ||||||
Non-current assets for discontinued operations, Total | 486,788 | |||||||
Accounts payable | (15,019) | $ 16,164 | ||||||
Bank loans | 6,000 | |||||||
Deferred revenue, current | (130,704) | 213,006 | ||||||
Salary and welfare payable | (9,408) | 27,404 | ||||||
Financial liabilities from contracts with customers | (267,796) | 337,932 | ||||||
Accrued expenses and other payables | (49,525) | 36,575 | ||||||
Income taxes payable | (135) | 195 | ||||||
Current lease liabilities | (17,902) | 35,817 | ||||||
Amounts due to related parties | (22,232) | $ 11,256 | ||||||
Current liabilities for discontinued operations, Total | 684,349 | |||||||
Deferred revenue, non-current | (30,852) | 35,546 | ||||||
Deferred tax liabilities | (858) | 4,433 | ||||||
Non current tax payable | 34,137 | |||||||
Non-current tax payable | (34,265) | |||||||
Lease liabilities | (15,504) | 59,824 | ||||||
Non-current liabilities for discontinued operations, Total | 133,940 | |||||||
Net assets of ELT business related VIEs* | (92,763) | |||||||
Non-controlling interest of ELT business related VIEs | 18,035 | ¥ (14,135) | $ (2,049) | ¥ (1,998) | ¥ (1,798) | |||
Less: Net assets of ELT business related VIEs contributable to the Company | (74,728) | |||||||
Gain on disposal of ELT business related VIEs | $ 74,728 | |||||||
Current assets for discontinued operations |
Discontinued Operations (Deta_2
Discontinued Operations (Details) - Schedule of condensed cash flows - VIEs [Member] - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Condensed Cash Flow Statements, Captions [Line Items] | |||
Net cash used in operating activities | ¥ (254,847) | ¥ (375,922) | ¥ (164,268) |
Net cash (used in)/generated from investing activities | 57,751 | (2,685) | (54) |
Net cash (used in)/generated from financing activities | ¥ (13,059) | ¥ 371,637 | ¥ 91,241 |
Discontinued Operations (Deta_3
Discontinued Operations (Details) - Schedule of consolidated statements of comprehensive loss - Business Combinations [Member] - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Condensed Statement of Income Captions [Line Items] | |||
Revenue | ¥ 317,844 | ¥ 728,996 | ¥ 897,035 |
Cost of sales | (191,735) | (483,701) | (607,077) |
Sales and marketing | (78,839) | (250,850) | (310,433) |
General and administrative | (93,124) | (334,693) | (340,277) |
Research and development expenses | (6,817) | (18,413) | (31,878) |
Other expense that are not major | 10,968 | (35,773) | (2,558) |
Loss from discontinued operations, before income tax | (41,703) | (394,434) | (395,188) |
Income tax expense | (817) | 20,239 | (5,803) |
Loss from discontinued operations, net of income tax | (42,520) | (374,195) | (400,991) |
Gain on deconsolidation of the subsidiary, net of income tax | 74,728 | ||
Net loss from discontinued operations, net of income tax | ¥ 32,208 | ¥ (374,195) | ¥ (400,991) |
Accounts Receivables (Details)
Accounts Receivables (Details) - Schedule of accounts receivable - CNY (¥) ¥ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Accounts Receivable Abstract | ||
Accounts receivable | ¥ 61,396 | |
Less: Allowance for doubtful debts | ||
Accounts receivable, net | ¥ 61,396 |
Accounts Receivables (Details_2
Accounts Receivables (Details) - Schedule of prepayments and other assets - CNY (¥) ¥ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Prepayments and other current assets | ||
Prepayment for equipment | ¥ 22,322 | ¥ 70,031 |
Others | 12,260 | 9,104 |
Total | ¥ 34,582 | ¥ 79,135 |
Digital Assets (Details)
Digital Assets (Details) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Digital Assets Abstract | |||
Recognized expenses | ¥ 22 |
Digital Assets (Details) - Sche
Digital Assets (Details) - Schedule of digital assets - CNY (¥) ¥ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Digital Assets Abstract | ||
BTC | ¥ 626 | |
Total | ¥ 626 |
Digital Assets (Details) - Sc_2
Digital Assets (Details) - Schedule of company generated bitcoins primarily through mining services - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Company Generated Bitcoins Primarily Through Mining Services Abstract | ||
Opening balance | ||
Receipt of bitcoins from mining services | 16,496 | |
Receipt of bitcoins from hash power rental | 903 | |
Exchange of BTC into USDT | (16,751) | |
Impairment of bitcoins | (22) | |
Ending balance | ¥ 626 |
Equity Method Investments (Deta
Equity Method Investments (Details) ¥ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Nov. 30, 2022 shares | Nov. 30, 2022 CNY (¥) | Nov. 30, 2022 $ / shares | Dec. 31, 2022 CNY (¥) | Oct. 01, 2022 | Dec. 31, 2021 | |
Equity Method Investments (Details) [Line Items] | ||||||
Interest rate | 24.30% | 12% | 21% | |||
Ordinary shares (in Shares) | shares | 3,532,841 | |||||
Ordinary per share (in Dollars per share) | $ / shares | $ 0.003 | |||||
Ordinary share amount (in Yuan Renminbi) | ¥ 7,120,478 | |||||
Recognized gain on equity method investments (in Yuan Renminbi) | ¥ 83,000 | |||||
Met Chain Co Limited [Member] | ||||||
Equity Method Investments (Details) [Line Items] | ||||||
Equity interest percentage | 3.30% | 3.30% | 3.30% |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | ¥ 12,528 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of property and equipment - CNY (¥) ¥ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Cost: | ||
Total cost | ¥ 104,971 | |
Less: Accumulated depreciation | 12,528 | |
Property and equipment, net | 92,443 | |
Miners for Bitcoin [Member] | ||
Cost: | ||
Total cost | ¥ 104,971 |
Income Tax (Details)
Income Tax (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Profits tax rate description | A Two-tiered Profits Tax rates regime was introduced since year 2018 where the first HK$2,000 of assessable profits earned by a company will be taxed at half the current tax rate (8.25%) whilst the remaining profits will continue to be taxed at 16.5%. |
Short Term Loans (Details)
Short Term Loans (Details) $ in Thousands | Oct. 01, 2022 CNY (¥) | Dec. 31, 2022 | Oct. 01, 2022 USD ($) | Dec. 31, 2021 |
Segment Reporting [Abstract] | ||||
Maturity date | Oct. 01, 2023 | |||
Remaining performance obligation, amount | ¥ 6,897,200 | $ 1,000 | ||
Fixed interest rate | 12% | 24.30% | 12% | 21% |
Fee rate | 2% | 2% | ||
Loan guarantee unit | 147 |
Earnings (Loss) per share (Deta
Earnings (Loss) per share (Details) - Schedule of basic and diluted net loss per share - CNY (¥) ¥ / shares in Units, ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | |||
Net (loss)/income from continuing operations available to shareholders of the Company - basic and diluted (in Yuan Renminbi) | ¥ 6,670 | ¥ (12,102) | ¥ (11,792) |
Denominator | |||
Weighted average number of ordinary shares - basic | 13,655,571 | 454,495 | 61,846 |
Effect of dilutive securities | (53,160) | 11,312 | |
Dilutive effect of non-vested shares | 13,655,571 | 401,335 | 73,158 |
Earnings/(losses) per share from continuing operations — basic (in Yuan Renminbi per share) | ¥ 0.49 | ¥ (26.63) | ¥ (190.67) |
Earnings/(losses) per share from continuing operations — diluted (in Yuan Renminbi per share) | 0.49 | (30.15) | (161.19) |
Losses per share from discontinued operations—basic Numerator: | |||
Net (loss)/income from discontinued operations available to shareholders of the Company - basic and diluted (in Yuan Renminbi per share) | ¥ 46,343 | ¥ (372,197) | ¥ (399,193) |
Denominator | |||
Weighted average number of ordinary shares - basic | 13,655,571 | 454,495 | 61,846 |
Effect of dilutive securities | (53,160) | 11,312 | |
Dilutive effect of non-vested shares | 13,655,571 | 401,335 | 73,158 |
Denominator for diluted net loss per share | |||
Earnings/(losses) per share from discontinued operations — basic (in Yuan Renminbi per share) | ¥ 3.39 | ¥ (818.92) | ¥ (6,454.62) |
Earnings/(losses) per share from discontinued operations — diluted (in Yuan Renminbi per share) | ¥ 3.39 | ¥ (927.4) | ¥ (5,456.6) |
Earnings (Loss) per share (De_2
Earnings (Loss) per share (Details) - Schedule of basic and diluted net loss per share (Parentheticals) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Basic And Diluted Net Loss Per Share Abstract | |||
Net loss from continuing operations available to shareholders of the Company - diluted | ¥ 6,670 | ¥ (12,102) | ¥ (11,792) |
Share-based compensation (Detai
Share-based compensation (Details) - CNY (¥) ¥ / shares in Units, ¥ in Thousands | 12 Months Ended | |||||||
Dec. 14, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 30, 2020 | |
Share-based compensation (Details) [Line Items] | ||||||||
Shares granted | 2,178,528 | |||||||
Vesting period | 5 years | |||||||
Subscription price (in Yuan Renminbi per share) | ¥ 1 | |||||||
Share based compensation description | On December 14, 2019 (“Vesting Commencement Date”), the Company further granted 8,357,311 share units to employees which vested one week after the Vesting Commencement Date at weighted average subscription price of USD0.0055 per unit. | |||||||
Shares issued | 20,880,171 | 11,371,444 | 3,050,701 | |||||
Issuance percentage | 1% | |||||||
Shares outstanding | 20,880,171 | 11,371,444 | ||||||
Share-based compensation expense (in Yuan Renminbi) | ¥ 27,664 | ¥ 96,661 | ¥ 7,648 | |||||
Unrecognized compensation cost (in Yuan Renminbi) | ¥ 6,351 | |||||||
Weighted average period | 1 year 6 months | |||||||
Issued shares percentage | 15% | |||||||
General and administrative expenses (in Yuan Renminbi) | ¥ 11,178 | |||||||
Common Stock [Member] | ||||||||
Share-based compensation (Details) [Line Items] | ||||||||
Issuance percentage | 1% | |||||||
Common Stock [Member] | ||||||||
Share-based compensation (Details) [Line Items] | ||||||||
Shares issued | 531,005 | |||||||
Shares outstanding | 531,005 | |||||||
Likeshuo HK [Member] | ||||||||
Share-based compensation (Details) [Line Items] | ||||||||
Issued shares percentage | 5% | |||||||
Share based compensation description | (i) RMB20,000 cash consideration payable from the relevant Likeshuo management’s personal funds; and (ii) satisfaction of certain performance targets for the Likeshuo online business. The cash consideration was determined based on the valuation of the Likeshuo online business, at approximately RMB301,200, as conducted by an independent third-party valuer. Restricted shares are granted from post incentives and performance incentives, which are unlocked in three years. | |||||||
Likeshuo HK’s [Member] | ||||||||
Share-based compensation (Details) [Line Items] | ||||||||
Shares issued | 44,250 | |||||||
2018 Share Incentive Plan [Member] | ||||||||
Share-based compensation (Details) [Line Items] | ||||||||
Maximum aggregate number of options | 20,085,242 |
Share-based compensation (Det_2
Share-based compensation (Details) - Schedule of the awarded shares unit activities - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule Of The Awarded Shares Unit Activities Abstract | ||
Number of share units, Beginning | 1,781,328 | 1,854,193 |
Weighted average grant-date fair value per share unit, Beginning | $ 23.47 | $ 24.16 |
Number of share units, Forfeited | (72,865) | |
Weighted average grant-date fair value per share unit, Forfeited | $ 38.52 | |
Number of share units, Ending | 3,050,701 | 1,781,328 |
Weighted average grant-date fair value per share unit, Ending | $ 43.52 | $ 23.47 |
Number of share units, Granted | 1,269,373 | |
Weighted average grant-date fair value per share unit, Granted | $ 70.32 |
Equity (Details)
Equity (Details) | 1 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Aug. 31, 2022 USD ($) $ / shares | Aug. 04, 2022 $ / shares shares | Jun. 29, 2022 USD ($) $ / shares shares | Sep. 01, 2021 $ / shares shares | Feb. 19, 2021 $ / shares shares | Jan. 08, 2021 $ / shares | Mar. 30, 2020 USD ($) shares | Jul. 10, 2018 HKD ($) $ / shares shares | Dec. 31, 2018 $ / shares shares | Dec. 31, 2022 CNY (¥) shares | Dec. 31, 2022 USD ($) shares | Nov. 10, 2022 CNY (¥) shares | Nov. 10, 2022 $ / shares | May 04, 2022 $ / shares | Dec. 31, 2021 USD ($) shares | Nov. 09, 2021 $ / shares shares | May 21, 2021 $ / shares shares | Jan. 04, 2021 shares | Dec. 31, 2020 shares | May 30, 2020 shares | Apr. 14, 2020 USD ($) | Mar. 26, 2020 USD ($) | Mar. 19, 2020 USD ($) | Feb. 28, 2020 USD ($) | Sep. 27, 2019 $ / shares shares | Dec. 31, 2018 $ / shares shares | |
Equity (Details) [Line Items] | ||||||||||||||||||||||||||
Ordinary shares Offered | 1,470,475 | 22,500,000 | 336,001 | 318,601,222 | 531,005 | 531,005 | 3,532,841 | 33,333,334 | 40,000,000 | 1,327,514 | 3,050,701 | 500,000,000 | 318,601,222 | |||||||||||||
Share price | (per share) | $ 0.01 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||
Authorized share capital (in Dollars) | $ 380,000 | ¥ 51,668,000 | ||||||||||||||||||||||||
Divided share capital | 38,000,000 | 500,000,000 | ||||||||||||||||||||||||
Repurchased ordinary shares | 47,035 | 47,035 | ||||||||||||||||||||||||
Price per share | (per share) | $ 0.3 | $ 0.3 | $ 0.01 | $ 0.6 | $ 1 | $ 0.01 | ||||||||||||||||||||
Converted ordinary shares | 48,391,607 | |||||||||||||||||||||||||
Unrelated investors (in Dollars) | $ | $ 6,000 | $ 4,000 | $ 6,000 | |||||||||||||||||||||||
Investor failed (in Dollars) | $ | $ 6,000 | $ 4,000 | ||||||||||||||||||||||||
Ordinary shares outstanding | 3,050,701 | |||||||||||||||||||||||||
Issued and outstanding ordinary shares percentage | 1% | 1% | ||||||||||||||||||||||||
Additional issued and outstanding ordinary shares percentage | 1% | 1% | ||||||||||||||||||||||||
Ordinary share par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.003 | $ 0.003 | $ 0.0001 | 0.0001 | ||||||||||||||||||||
Common Unit, Issuance Value (in Yuan Renminbi) | ¥ | ¥ 7,120,478 | |||||||||||||||||||||||||
Equity interest percentage | 3.30% | |||||||||||||||||||||||||
Common stock issued | 3,050,701 | 20,880,171 | 20,880,171 | 11,371,444 | ||||||||||||||||||||||
Excess Stock, Shares Outstanding | 20,880,171 | 20,880,171 | 11,371,444 | |||||||||||||||||||||||
Warrant outstanding | 12,705,000 | |||||||||||||||||||||||||
Reduced exercise price (in Dollars per share) | $ / shares | $ 0.7 | $ 1.4 | ||||||||||||||||||||||||
Warrant description | the Company offered 22,500,000 ordinary shares, par value US$0.0001 per share at a purchase price of US$0.30 per share. The Company also offered 177,500,000 pre-funded warrants to purchase 177,500,000 ordinary shares, exercisable at an exercise price of $0.0001 per share (the “Pre-funded Warrants”, each a “Pre-funded Warrant”), to those purchasers whose purchase of ordinary shares in the offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding ordinary shares immediately following the consummation of the offering. The purchase price of each Pre-funded Warrant is $0.2999, which equals the price per ordinary share being sold to the public in that offering, minus $0.0001. The Pre-funded Warrants became immediately exercisable upon issuance and may be exercised at any time until all of the Pre-funded Warrants are exercised in full | The Company raised $6,192,286.80 in gross proceeds from the cash exercise of 4,423,062 warrants of the Company as part of the tender offer. In addition, 2,629,812 warrants to purchase ordinary shares of the Company were validly tendered for cashless exercise, resulting in the issuance of 1,364,512 ordinary shares of the Company. The Company offered its existing loyal warrant holders the opportunity to exercise their warrants at $1.40 from the initial warrant exercise price at $11.50. Approximately 55.5% of the Company’s outstanding warrants were exercised in the tender offer. | The Company raised $6,192,286.80 in gross proceeds from the cash exercise of 4,423,062 warrants of the Company as part of the tender offer. In addition, 2,629,812 warrants to purchase ordinary shares of the Company were validly tendered for cashless exercise, resulting in the issuance of 1,364,512 ordinary shares of the Company. The Company offered its existing loyal warrant holders the opportunity to exercise their warrants at $1.40 from the initial warrant exercise price at $11.50. Approximately 55.5% of the Company’s outstanding warrants were exercised in the tender offer. | |||||||||||||||||||||||
Agent fees (in Dollars) | $ | $ 5,730,000 | |||||||||||||||||||||||||
Purchase of warrants | 336,001 | |||||||||||||||||||||||||
Warrant exercise price (in Dollars per share) | $ / shares | $ 2.5 | $ 1 | ||||||||||||||||||||||||
Reverse Split description | the Company became exercisable for 1/30 ordinary share of the Company, and the exercise price of Company’s outstanding warrants was increased to US$9.00, adjusted from $0.30 prior to the Reverse Split and representing the temporarily reduced price based on the Company’s Tender Offer Statement on Schedule TO, as amended and supplemented, originally filed by the Company with the U.S. Securities and Exchange Commission on December 7, 2020 (the “Tender Offer”). Based on the terms of the Tender Offer, following the date on which the closing price of the Company’s ordinary shares has been equal to or greater than $90.00 per share for at least twenty (20) trading days during the preceding thirty (30) trading day period, the exercise price of the Company’s outstanding warrants would be increased to US$345.00. | the Company became exercisable for 1/30 ordinary share of the Company, and the exercise price of Company’s outstanding warrants was increased to US$9.00, adjusted from $0.30 prior to the Reverse Split and representing the temporarily reduced price based on the Company’s Tender Offer Statement on Schedule TO, as amended and supplemented, originally filed by the Company with the U.S. Securities and Exchange Commission on December 7, 2020 (the “Tender Offer”). Based on the terms of the Tender Offer, following the date on which the closing price of the Company’s ordinary shares has been equal to or greater than $90.00 per share for at least twenty (20) trading days during the preceding thirty (30) trading day period, the exercise price of the Company’s outstanding warrants would be increased to US$345.00. | ||||||||||||||||||||||||
Ordinary shares description | the Company offered 22,899,047 ordinary shares, par value US$0.003 per share, consisting of (a) 1,470,475 ordinary shares issuable upon the exercise of pre-funded warrants (the “Pre-Funded Warrants”) and (b) 21,428,572 ordinary shares issuable upon the exercise of investor warrants (the “Investor Warrants”). Each Pre-Funded Warrant is exercisable for $0.001 per ordinary share and may be exercised at any time until all the Pre-Funded Warrants are exercised in full; and each Investor Warrant has an exercise price of $0.70 per share, is exercisable on or after August 8, 2022 and will expire on August 9, 2027. | |||||||||||||||||||||||||
Outstanding warrants (in Dollars) | $ | $ 345 | |||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||||||||||
Ordinary shares Offered | 40,000,000 | |||||||||||||||||||||||||
Price per share | $ / shares | $ 1 | |||||||||||||||||||||||||
Ordinary share par value (in Dollars per share) | $ / shares | 0.0001 | |||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||||||||||
Divided share capital | 16,666,667 | |||||||||||||||||||||||||
Price per share | $ / shares | 1 | |||||||||||||||||||||||||
Ordinary share par value (in Dollars per share) | $ / shares | $ 0.003 | |||||||||||||||||||||||||
Share Capital (in Dollars) | $ | $ 50,000 | |||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||||||||||
Divided share capital | 500,000,000 | |||||||||||||||||||||||||
Price per share | $ / shares | $ 2.5 | |||||||||||||||||||||||||
Ordinary share par value (in Dollars per share) | $ / shares | $ 0.003 | |||||||||||||||||||||||||
Share Capital (in Dollars) | $ | $ 1,500,000 | |||||||||||||||||||||||||
Ordinary shares [Member] | ||||||||||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||||||||||
Share price | $ / shares | $ 90 | $ 0.0001 | ||||||||||||||||||||||||
Common stock issued | 531,005 | 531,005 | ||||||||||||||||||||||||
Excess Stock, Shares Outstanding | 531,005 | 531,005 | ||||||||||||||||||||||||
Meten International [Member] | ||||||||||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||||||||||
Share price | $ / shares | $ 0.01 | |||||||||||||||||||||||||
Divided share capital | 47,035 | |||||||||||||||||||||||||
Merger agreement [Member] | ||||||||||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||||||||||
Ordinary shares Offered | 318,601,222 | |||||||||||||||||||||||||
EdtechX [Member] | ||||||||||||||||||||||||||
Equity (Details) [Line Items] | ||||||||||||||||||||||||||
Ordinary shares Offered | 1,971,505 | |||||||||||||||||||||||||
Investment cost (in Dollars) | $ | $ 20,000 | |||||||||||||||||||||||||
Share purchase | 2,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - Schedule of material related party transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |
Related party transaction relationship | An associate of the Company |
Mr. Zhao Jishuang [Member] | |
Related Party Transaction [Line Items] | |
Related party transaction relationship | A director of the Company |
Mr. Guo Yupeng [Member] | |
Related Party Transaction [Line Items] | |
Related party transaction relationship | Acting Chief Financial Officer of the Company |
Mr. Peng Siguang [Member] | |
Related Party Transaction [Line Items] | |
Related party transaction relationship | A director and CEO of the Company |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of major transactions with related parties - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Advances from related parties | |||
Total | ¥ 26,218 | ¥ 54,874 | ¥ 30,893 |
Repayment of advances from related parties | |||
Total | 10,242 | 55,265 | |
Mr. Guo Yupeng [Member] | |||
Advances from related parties | |||
Total | 2,000 | ||
Mr. Zhao Jishuang [Member] | |||
Advances from related parties | |||
Total | 10,135 | 54,874 | 30,893 |
Repayment of advances from related parties | |||
Total | 10,242 | 55,265 | |
Met Chain Co., Limited [Member] | |||
Advances from related parties | |||
Total | ¥ 14,083 |
Related Party Transactions (D_3
Related Party Transactions (Details) - Schedule of balances with related parties - CNY (¥) ¥ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current | ||
Amounts due to related parties | ¥ 46,478 | ¥ 30,502 |
Mr. Guo Yupeng [Member] | ||
Current | ||
Amounts due to related parties | 2,000 | |
Mr. Zhao Jishuang [Member] | ||
Current | ||
Amounts due to related parties | 30,395 | 30,502 |
Met Chain Co., Limited [Member] | ||
Current | ||
Amounts due to related parties | ¥ 14,083 |