Cover
Cover | 12 Months Ended | |
Dec. 31, 2023 shares | ||
Entity Addresses [Line Items] | ||
Document Type | 20-F | |
Amendment Flag | false | |
Document Registration Statement | false | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Shell Company Report | false | |
Document Period End Date | Dec. 31, 2023 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-40519 | |
Entity Registrant Name | MicroCloud Hologram Inc. | |
Entity Central Index Key | 0001841209 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | Room 302 | |
Entity Address, Address Line Two | Building A | |
Entity Address, Address Line Three | Zhong Ke Na Neng Building | |
Entity Address, City or Town | Shenzhen | |
Entity Address, Country | CN | |
Entity Address, Postal Zip Code | 518000 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Document Accounting Standard | U.S. GAAP | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 5,941,204 | |
Document Financial Statement Error Correction [Flag] | false | |
Auditor Name | AssentSure PAC | |
Auditor Location | Singapore | |
Auditor Firm ID | 6783 | |
Ordinary Share 00001 Pa Value 0001 As Retroactively Adjusted To Reflect The 10 To 1 Share Consolidation Effected On February 22024 [Member] | ||
Entity Addresses [Line Items] | ||
Title of 12(b) Security | Ordinary share, $0.0001 par value, ($0.001 as retroactively adjusted to reflect the 10-to-1 share consolidation effected on February 2, 2024) | [1] |
Trading Symbol | HOLO | |
Security Exchange Name | NASDAQ | |
Warrants Each Warrant Entitling The Holder To Purchase 120 Of A Whole Share At An Exercise Price Of 115 Per Whole Share [Member] | ||
Entity Addresses [Line Items] | ||
Title of 12(b) Security | Warrants to purchase ordinary shares(2) | [2] |
Trading Symbol | HOLOW | [2] |
Security Exchange Name | NASDAQ | [2] |
Business Contact [Member] | ||
Entity Addresses [Line Items] | ||
Entity Address, Address Line One | Room 302 | |
Entity Address, Address Line Two | Building A | |
Entity Address, Address Line Three | Zhong Ke Na Neng Building | |
Entity Address, City or Town | Shenzhen | |
Entity Address, Country | CN | |
Entity Address, Postal Zip Code | 518000 | |
Country Region | +86 | |
City Area Code | 0755 | |
Local Phone Number | 2291 2036 | |
Contact Personnel Name | Guohui Kang | |
[1]On February 2, 2024, A reverse stock split of the ordinary shares, par value $0.0001of MicroCloud Hologram became effective (“Reverse Stock Split”). Pursuant to the Reverse Stock Split, every ten (10) ordinary share issued on the effective date of the Reverse Stock Split was combined into one (1) share of ordinary share, par value $0.001, and the authorized share capital of the Company was reduced from US$50,000 divided into 500,000,000 shares of a nominal or par value of US$0.0001 each to US$50,000 divided into 50,000,000 shares of a nominal or par value of US$0.001 each. From a Cayman Islands legal perspective, the Reverse Stock Split does not have any retroactive effect on the Company’s shares prior to the effective date February 2, 2024. However, for accounting purposes only, references to the Company’s ordinary shares in this description are stated as having been retroactively adjusted and restated to give effect to the Reverse Stock Split, as if the Reverse Stock Split had occurred by the relevant earlier date.[2]In connection with the Reverse Stock Split, the Exercise Price (as such term is defined in the Company’s Warrant Agreement dated June 21, 2021) was adjusted from $11.50 to $115, with a proportionate adjustment downwards to the shares underlying the warrants, as further described in section 4.2 of the Warrant Agreement. The Exercise Price adjustment was made pursuant to section 4.3.1 of the Warrant Agreement. |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS | Dec. 31, 2023 USD ($) | Dec. 31, 2023 CNY (¥) | Dec. 31, 2022 CNY (¥) | |
CURRENT ASSETS | ||||
Cash and cash equivalents | $ 17,795,126 | ¥ 126,037,538 | ¥ 151,119,985 | |
Accounts receivable, net | 1,389,700 | 9,842,827 | 80,352,463 | |
Prepayments and other current assets | 2,100,344 | 14,876,106 | 6,169,398 | |
Due from related parties | 60,280 | |||
Inventories, net | 193,981 | 1,373,911 | 1,757,949 | |
Total current assets | 21,479,151 | 152,130,382 | 239,460,075 | |
NON-CURRENT ASSETS | ||||
Prepayment and deposits, net | 43,835 | 310,468 | 417,004 | |
Property and equipment, net | 225,639 | 1,598,134 | 1,647,876 | |
Intangible assets, net | 15,376,524 | |||
Investments in unconsolidated entities | 84,713 | 600,000 | ||
Right-of-use assets, net | 421,971 | 2,988,691 | 4,064,525 | |
Goodwill | 21,155,897 | |||
Deferred tax assets | 413,900 | 2,931,528 | ||
Total non-current assets | 1,190,058 | 8,428,821 | 42,661,826 | |
Total assets | 22,669,209 | 160,559,203 | 282,121,901 | |
CURRENT LIABILITIES | ||||
Accounts payable | 185,575 | 1,314,370 | 61,208,297 | |
Advance from customers | 314,972 | 2,230,852 | 3,404,038 | |
Other payables and accrued liabilities | 1,284,520 | 9,097,870 | 13,549,553 | |
Due to related parties | 350,000 | |||
Operating lease liabilities - current | 150,140 | 1,063,396 | 1,596,584 | |
Loan payable | 409,998 | 2,903,896 | 410,000 | |
Taxes payable | 88,329 | 625,608 | 602,254 | |
Total current liabilities | 2,433,534 | 17,235,992 | 81,120,726 | |
NON-CURRENT LIABILITIES | ||||
Operating lease liabilities - noncurrent | 290,577 | 2,058,068 | 2,574,711 | |
Deferred tax liabilities | 1,106,519 | |||
Warrant liabilities | 8,782 | 62,200 | 425,619 | |
Total non-current liabilities | 299,359 | 2,120,268 | 4,106,849 | |
Total liabilities | 2,732,893 | 19,356,260 | 85,227,575 | |
SHAREHOLDERS’ EQUITY | ||||
Ordinary shares($0.001 par value; 5,941,204 shares authorized; 5,081,204 and 5,941,204 shares issued and outstanding as of December 31,2022 and December 31, 2023, respectively) | [1] | 5,941 | 42,318 | 36,144 |
Additional paid-in capital | 41,180,750 | 286,296,970 | 254,138,709 | |
Accumulative Deficit | (20,668,617) | (146,909,851) | (65,500,622) | |
Statutory reserves | 431,019 | 3,052,776 | 11,110,699 | |
Accumulated other comprehensive loss | (1,026,964) | (1,365,466) | (3,182,525) | |
Total MICROCLOUD HOLOGRAM INC. shareholders' equity | 19,922,129 | 141,116,747 | 196,602,405 | |
NON-CONTROLLING INTERESTS | 14,187 | 86,196 | 291,921 | |
Total Equity | 19,936,316 | 141,202,943 | 196,894,326 | |
Total liabilities and shareholders' equity | $ 22,669,209 | ¥ 160,559,203 | ¥ 282,121,901 | |
[1]All period results have been adjusted for the reverse stock split effective February 2, 2024 (See Note 18 - Subsequent Event). |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 5,941,204 | 5,081,204 |
Common stock, shares issued | 5,941,204 | 5,081,204 |
Common stock, shares Outstanding | 5,941,204 | 5,081,204 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) | 12 Months Ended | ||||
Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2023 CNY (¥) ¥ / shares shares | Dec. 31, 2022 CNY (¥) ¥ / shares shares | Dec. 31, 2021 CNY (¥) ¥ / shares shares | ||
OPERATING REVENUES | |||||
Total operating revenues | $ 28,885,579 | ¥ 203,548,005 | ¥ 487,938,864 | ¥ 358,649,298 | |
COST OF REVENUES | (18,348,491) | (129,296,306) | (264,679,547) | (108,623,048) | |
GROSS PROFIT | 10,537,088 | 74,251,699 | 223,259,317 | 250,026,250 | |
OPERATING EXPENSES | |||||
Selling expenses | (949,709) | (6,692,316) | (8,824,405) | (5,257,331) | |
General and administrative expenses | (9,274,441) | (65,354,201) | (22,936,520) | (20,058,463) | |
Research and development expenses | (11,162,043) | (78,655,572) | (331,274,831) | (145,346,168) | |
Provision for doubtful accounts | (121,718) | (857,713) | (2,976,474) | (515,345) | |
Change in fair value of warrant liability | 52,927 | 372,961 | 4,415,328 | ||
Total operating expenses | (21,454,984) | (151,186,841) | (361,596,902) | (171,177,307) | |
INCOME (LOSS) FROM OPERATIONS | (10,917,896) | (76,935,142) | (138,337,585) | 78,848,943 | |
OTHER INCOME (EXPENSE) | |||||
Finance income, net | 477,257 | 3,363,084 | 1,669,078 | 626,796 | |
Impairment loss for unconsolidated entities | (1,600,000) | ||||
Profit or loss on disposal of subsidiaries | (2,168,242) | (15,278,949) | |||
Other income, net | 443,343 | 3,124,103 | 983,466 | 973,932 | |
Total other income, (expenses), net | (1,247,642) | (8,791,762) | 1,052,544 | 1,600,728 | |
INCOME (LOSS) BEFORE INCOME TAXES | (12,165,538) | (85,726,904) | (137,285,041) | 80,449,671 | |
BENEFIT OF (PROVISION FOR) INCOME TAXES | 587,354 | 4,138,906 | 826,140 | 794,803 | |
NET INCOME (LOSS) | (11,578,184) | (81,587,998) | (136,458,901) | 81,244,474 | |
Less: Net income (loss) attributable to non-controlling interests | (29,195) | (205,725) | 291,987 | (66) | |
NET LOSS ATTRIBUTABLE TO MICROCLOUD HOLOGRAM INC. ORDINARY SHAREHOLDERS | (11,548,989) | (81,382,273) | (136,750,888) | 81,244,540 | |
OTHER COMPREHENSIVE INCOME (LOSS) | |||||
Foreign currency translation adjustment | 257,860 | 1,817,059 | 995,415 | (32,022) | |
COMPREHENSIVE INCOME (LOSS) | (11,320,324) | (79,770,939) | (135,463,486) | 81,212,452 | |
Less: Comprehensive income (loss) attributable to non-controlling interests | (29,195) | (205,725) | 291,987 | (66) | |
COMPREHENSIVE LOSS ATTRIBUTABLE TO MICROCLOUD HOLOGRAM INC | $ (11,291,129) | ¥ (79,565,214) | ¥ (135,755,473) | ¥ 81,212,518 | |
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES1 | |||||
Weighted average number of ordinary shares outstanding - basic | [1] | 2,167,379 | 2,167,379 | 2,007,160 | 13,200,000 |
Weighted average number of ordinary shares outstanding - diluted | [1] | 2,167,379 | 2,167,379 | 2,007,160 | 13,200,000 |
EARNINGS (LOSS) PER SHARE1 | |||||
Earnings (loss) per share - basic | (per share) | [1] | $ (5.33) | ¥ (37.55) | ¥ (68.13) | ¥ 6.15 |
Earnings (loss) per share - diluted | (per share) | [1] | $ (5.33) | ¥ (37.55) | ¥ (68.13) | ¥ 6.15 |
Products [Member] | |||||
OPERATING REVENUES | |||||
Total operating revenues | $ 3,179,016 | ¥ 22,401,569 | ¥ 124,609,677 | ¥ 102,209,275 | |
Services [Member] | |||||
OPERATING REVENUES | |||||
Total operating revenues | $ 25,706,563 | ¥ 181,146,436 | ¥ 363,329,187 | ¥ 256,440,023 | |
[1]All period results have been adjusted for the reverse stock split effective February 2, 2024 (See Note 18 - Subsequent Event). |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY | Common Stock [Member] CNY (¥) shares | Additional Paid-in Capital [Member] CNY (¥) | Retained Earnings Statutory [Member] CNY (¥) | Retained Earnings Unrestricted [Member] CNY (¥) | AOCI Attributable to Parent [Member] CNY (¥) | Noncontrolling Interest [Member] CNY (¥) | USD ($) | CNY (¥) | ||
Beginning balance, value at Dec. 31, 2020 | ¥ 86,093 | [1] | ¥ 29,910,089 | ¥ 5,802,662 | ¥ (4,686,228) | ¥ (25,795) | $ 4,878,586 | ¥ 31,086,821 | ||
Beginning balance, shares at Dec. 31, 2020 | [1] | 13,200,000 | ||||||||
Net income | [1] | 81,244,540 | (66) | 12,750,031 | 81,244,474 | |||||
Statutory reserves | 2,738,633 | (2,738,633) | ||||||||
Foreign currency translation | (32,022) | (5,025) | (32,022) | |||||||
Ending balance, value at Dec. 31, 2021 | ¥ 86,093 | [1] | 29,910,089 | 8,541,295 | 73,819,679 | (57,817) | (66) | 17,623,592 | 112,299,273 | |
Ending balance, shares at Dec. 31, 2021 | [1] | 13,200,000 | ||||||||
Net income | (136,750,888) | 291,987 | (20,279,224) | (136,458,901) | ||||||
Statutory reserves | ¥ | 2,569,404 | (2,569,404) | ||||||||
Cancellation of the outstanding shares in MC held by former MC shareholders | ¥ (86,093) | [1] | (13,511) | (86,093) | ||||||
Cancellation of the outstanding shares in MC held by former MC shareholders, shares | [1] | (13,200,000) | ||||||||
Initial common shares of Golden Path | ¥ 1,215 | [1] | 171 | 1,215 | ||||||
Initial common shares of Golden Path, shares | [1] | 170,800 | ||||||||
Initial common shares of Golden Path subject to possible redemption | ¥ 4,090 | [1] | 575 | 4,090 | ||||||
Initial common shares of Golden Path subject to possible redemption, shares | [1] | 575,000 | ||||||||
Shares converted from rights | ¥ 428 | [1] | 60 | 428 | ||||||
Shares converted from rights, shares | [1] | 60,205 | ||||||||
Issuance of common stock to Finder | ¥ 270 | [1] | 38 | 270 | ||||||
Issuance of common stock to Finder, shares | [1] | 38,000 | ||||||||
Issuance of common stock as consideration of business combination | ¥ 31,694 | [1] | 224,228,620 | 32,011,551 | 224,260,314 | |||||
Issuance of common stock as consideration of business combination, shares | [1] | 4,455,446 | ||||||||
Redemption of common stock | ¥ (1,553) | [1] | (218) | (1,553) | ||||||
Redemption of common stock, shares | [1] | (218,247) | ||||||||
Foreign currency translation | (3,124,717) | (796,039) | (3,124,717) | |||||||
Ending balance, value at Dec. 31, 2022 | ¥ 36,144 | [1] | 254,138,709 | 11,110,699 | (65,500,622) | (3,182,525) | 291,921 | 28,546,995 | 196,894,326 | |
Ending balance, shares at Dec. 31, 2022 | [1] | 5,081,204 | ||||||||
Net income | (81,382,273) | (205,725) | (11,578,184) | (81,587,998) | ||||||
Statutory reserves | 26,956 | (26,956) | ||||||||
Issuance of common stock to employees in employee benefit plans | ¥ 6,174 | [1] | 32,158,261 | 4,480,600 | 32,164,435 | |||||
Issuance of common stock to employees in employee benefit plans, shares | [1] | 860,000 | ||||||||
Disposal of subsidiaries | (8,084,879) | (1,770,955) | (8,084,879) | |||||||
Foreign currency translation | 1,817,059 | 257,860 | 1,817,059 | |||||||
Ending balance, value at Dec. 31, 2023 | ¥ 42,318 | [1] | ¥ 286,296,970 | ¥ 3,052,776 | ¥ (146,909,851) | ¥ (1,365,466) | ¥ 86,196 | $ 19,936,316 | ¥ 141,202,943 | |
Ending balance, shares at Dec. 31, 2023 | [1] | 5,941,204 | ||||||||
[1]All period results have been adjusted for the reverse stock split effective February 2, 2024 (See Note 18 - Subsequent Event). |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS | 12 Months Ended | |||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 CNY (¥) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | $ (11,578,184) | ¥ (81,587,998) | ¥ (136,458,901) | ¥ 81,244,474 |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||
Depreciation and amortization | 874,428 | 6,161,834 | 6,844,237 | 6,674,311 |
Amortization of operating lease right-of-use assets | 152,672 | 1,075,834 | 1,589,078 | |
Provision for doubtful accounts | (38,906) | (274,155) | 2,976,474 | 515,345 |
Deferred tax expense (benefits) | (573,041) | (4,038,047) | (880,475) | (841,948) |
Provision for inventory reserve | 88,047 | |||
Interest income | (626,054) | |||
Impairment loss for unconsolidated entities | 1,600,000 | |||
Loss on disposal fixed assets | 3,285 | 365,636 | ||
Change in fair value of warrant liabilities | (52,927) | (372,961) | (4,415,328) | |
Stock compensation expense | 4,564,468 | 32,164,435 | ||
Impairment loss for intangible assets | 547,000 | 3,854,547 | ||
Impairment loss for goodwill | 3,002,242 | 21,155,897 | ||
Loss on disposal of subsidiaries | (269,684) | (1,900,379) | ||
Change in operating assets and liabilities: | ||||
Accounts receivable | 10,044,956 | 70,783,791 | (15,072,501) | 11,479,621 |
Prepayment and other current assets | (1,235,572) | (8,706,708) | (5,544,532) | 4,324,504 |
Inventories | 54,499 | 384,038 | 167,562 | 2,855,093 |
Prepayments and deposits | 15,119 | 106,536 | 32,688 | 177,350 |
Accounts payable | (8,499,571) | (59,893,927) | 14,191,808 | (6,012,590) |
Operating lease liabilities | (148,982) | (1,049,831) | (1,482,308) | |
Advance from customers | (166,487) | (1,173,186) | 2,545,326 | (698,465) |
Other payables and accrued liabilities | (631,740) | (4,451,683) | 1,891,849 | 2,066,507 |
Taxes payable | 3,314 | 23,354 | (2,647,030) | 1,382,989 |
Net cash provided by (used in) operating activities | (3,936,396) | (27,738,609) | (134,658,768) | 102,994,820 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Payments for business acquisition payable - related parties | (50,000,000) | |||
Loan proceeds to third parties | (10,339,518) | (90,268,908) | ||
Loan repayment from third parties | 23,668,959 | 57,906,587 | ||
Purchases of property and equipment | (109,926) | (774,615) | (1,821,918) | (135,676) |
Cash received on fixed assets disposal | 600 | |||
Investments in unconsolidated entities | (85,146) | (600,000) | (1,600,000) | |
Net cash (used in) provided by investing activities | (195,072) | (1,374,615) | 11,507,523 | (84,097,397) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Amounts advanced from related parties | 1,806,084 | |||
Amounts advanced to related parties | (40,280) | |||
Repayments from related parties | 8,554 | 60,280 | 8,703,084 | |
Repayments to related parties | (49,669) | (350,000) | (370) | (10,643,080) |
Repayments of third-party loan | (1,051,003) | (7,406,104) | (90,000) | (1,167,504) |
Cash received from recapitalization | 223,513,290 | |||
Proceeds of third-party loan | 1,404,913 | 9,900,000 | 500,000 | |
Net cash provided by/(used in) financing activities | 312,795 | 2,204,176 | 223,882,640 | (1,301,416) |
EFFECT OF EXCHANGE RATE ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (296,539) | 1,826,601 | 2,381,611 | (271,402) |
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (4,115,212) | (25,082,447) | 103,113,006 | 17,324,605 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of year | 21,910,338 | 151,119,985 | 48,006,979 | 30,682,374 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of year | 17,795,126 | 126,037,538 | 151,119,985 | 48,006,979 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||||
Cash paid for income taxes | 4,201 | 72,041 | ||
Cash paid for interest | 3,752 | 26,442 | 38,084 | 20,177 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||
Initial recognition of right-of-use assets and lease liabilities | 132,285 | 932,174 | 5,653,603 | |
Cash and cash equivalents | 17,795,126 | 126,037,538 | 151,119,985 | 48,006,979 |
Total cash and cash equivalents shown in the consolidated statements of cash flows | $ 17,795,126 | ¥ 126,037,538 | ¥ 151,119,985 | ¥ 48,006,979 |
Nature of business and organiza
Nature of business and organization | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Nature of business and organization | Note 1 — Nature of business and organization MicroCloud Hologram Inc. (formerly known as Golden Path Acquisition Corporation) (“Golden Path” or “the Company”), a Cayman Islands exempted company, is a leading holographic digitalization technology service provider in China, which is committed to providing first-class holographic technology services to the customers worldwide. MC Hologram Inc. (“MC”) is a holding company incorporated on November 10, 2020, under the laws of the Cayman Islands. The Company has no substantive operations other than holding all of the outstanding share capital of Quantum Edge HK Limited (“Mengyun HK”), which was established in Hong Kong on November 25, 2020. Mengyun HK is also a holding company holding all of the outstanding equity of Beijing Xihuiyun Technology Co., Ltd (“Beijing Xihuiyun”) which was established on May 11, 2021 under the law of the People’s Republic of China (“PRC” or “China”). Reorganization On September 10, 2021, MC completed a reorganization of entities under common control of its then existing shareholders, who collectively owned majority of the equity interests of MC. MC, Mengyun HK and Beijing Xihuiyun were established as the holding companies of Shanghai Mengyun. All of these entities are under common control as the same group of shareholders held more than 50% of the voting ownership interest of each entity which results in the consolidation of Shanghai Mengyun and its subsidiaries which have been accounted for as a reorganization of entities under common control at carrying value. After the reorganization, MC owns 100% equity interests of Mengyun HK, Mengyun HK owns 100% equity interests of Beijing Xihuiyun. Mengyun HK and Beijing Xihuiyun together own 100% equity interest of Shanghai Mengyun. The consolidation of the Company and its subsidiaries has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the consolidated financial statements. The Company, through its wholly owned subsidiaries, are mainly engaged in holographic technology: (1) Holographic solutions, and (2) Holographic technology service. The majority of Company’s business activities are carried out in Shenzhen, China. As of December 31, 2023, there are thirteen subsidiaries under the consolidation of the Shanghai Mengyun. In March 2016, Shanghai Mengyun established wholly owned subsidiaries Shenzhen Mengyun Holographic Technology Co.,Ltd. (“Shenzhen Mengyun”) and Mcloudvr Software Network Technology Co., Limited(“Mcloudvr Software”). Shenzhen Mengyun established Horgos Weiyi Software Technology Co., Ltd. (“Horgos Weiyi”) on September 6, 2016 and Shenzhen Yunao Hongxiang Technology Co., Ltd. (“Shenzhen Yunao”) on December 3, 2021. Shenzhen Mengyun and subsidiaries engaged in holographic integrated entertainment solutions. On June 26, 2017, Shanghai Mengyun acquired Shenzhen Qianhaiyoushi Technology Co., Ltd. (“Qianhai Youshi”) and Qianhai Youshi’s subsidiary Kashgar Youshi Information Technology Co., Ltd. (“Kashgar Youshi”). Qianhai Youshi established wholly owned subsidiaries Horgos Youshi Information Technology Co., Ltd. (“Horgos Youshi”) in November 2020 and acquired Shenzhen Yijia Network Technology Co., Ltd. (“Yijia Network”) in July 2020. Qianhai Youshi and subsidiaries are mainly engaged in holographic content sales and SDK software services. On July 1, 2020, Shenzhen Mengyun acquired Shenzhen Bowei BroadVision Technology Co., Ltd. (“Shenzhen Bowei”), Shenzhen Bowei established wholly owned subsidiaries Horgos BroadVision Technology Co., Ltd. (“Horgos Bowei”) and Broadvision Intelligence (Hong Kong), Ltd. (“Broadvision HK”) in November 2020. Shenzhen Bowei and subsidiaries are mainly engaged in holographic printed circuit board assembly (“PCBA”) solutions. On October 1, 2020, Shenzhen Mengyun acquired Shenzhen Tianyuemeng Technology Co., Ltd. (“Shenzhen Tianyuemeng”). Shenzhen Tianyuemeng established Horgos Tianyuemeng Technology Co., Ltd. (“Horgos Tianyuemeng”) in October 2020 and Horgos Tianyuemeng Technology Co., Ltd.-Shenzhen Branch (“Horgos Tianyuemeng-SZ”) in March 2021, which was later dissolved on December 10, 2021. Shenzhen Tianyuemeng and subsidiary engaged in holographic advertising services and SDK software services. On October 5, 2020, Shenzhen Mengyun acquired Mcloudvr Software Network Technology HK (“Mcloudvr HK”) for no consideration, which engaged in holographic integrated entertainment solutions, from the majority shareholder of Shanghai Mengyun, as of the acquisition date, there is no operation for Mcloudvr HK. Mcloudvr HK and another two investors established Ocean Cloud Technology Co., Limited. (“Ocean HK”) in November 2021 and Ocean HK established Shenzhen Haiyun Xinsheng Technology Co., Ltd. (“Shenzhen Haiyun”) in December 2021. On January 18, 2022, Shenzhen Haiyun acquired Shenzhen Tata Mutual Entertainment Information Technology Co., Ltd. (“Shenzhen Tata”) for RMB 4 (USD 0.62) from four third parties. Shenzhen Tata further established Horgos Tata Mutual Entertainment Information Technology Co., Ltd. (“Horgos Tata”) on March 22, 2022. On June 30, 2022, Shenzhen Haiyun transferred Shenzhen Tata and its subsidiary to an third party for RMB 1 (USD 0.15). On January 29, 2022, Shenzhen Haiyun established Shenzhen Youmi Technology Co., Ltd. (“Shenzhen Youmi”) under the law of PRC. Shenzhen Youmi further established Horgos Youmi Technology Co., Ltd. (“Horgos Youmi”) on March 17, 2022. On February 18, 2022, Shenzhen Haiyun established Shenzhen Yushian Technology Co., Ltd. (“Shenzhen Yushi”) under the law of PRC. Shenzhen Yushi further established Horgos Yushian Technology Co., Ltd. (“Horgos Yushi”) on March 24, 2022. On June 24, 2021 Shanghai Mengyun established Quanyou Vision Technology Co., Ltd (“Shanghai Quanyou”), which primarily engages in software development and was later dissolved on September 1, 2021. On July 31, 2022, Shenzhen Haiyun acquired Beijing Weixiaohai Technology Co., Ltd. (“Beijing Weixiaohai”), which engaged in advertising service. On October 1, 2022, Shenzhen Haiyun transferred Beijing Weixiaohai to a third party for RMB 1. On May 31, 2023, Shenzhen Haiyun transferred Shenzhen Youmi and Horgos Youmi to a third party for RMB 10. On September 30, 2023, Shanghai Mengyun transferred Qianhai Youshi, Yijia Network, Horgos Youshi, Kashgar Youshi to a third party for RMB 7,000,000 On September 30, 2023, Shenzhen Mengyun transferred Shenzhen Tianyuemeng and Horgos Tianyuemeng to a third party for RMB 3,000,000 The Company’s main recognized revenue producing assets includes patented holographic software and technology, and customer relationship. The unrecognized revenue producing assets include digital product copyright and licensing. The accompanying consolidated financial statements reflect the activities of MicroCloud and each of the following entities as of December 31, 2023: Schedule of accompanying consolidated financial statements Name Background Ownership MC Hologram Inc (“MC”) - A Cayman Islands company 100% owned by MicroCloud - Formed on November 10, 2020 - Registered capital of USD 50,000 - Primarily engages in holographic integrated solutions. Quantum Edge HK Limited (“Mengyun HK”) - A Hong Kong company 100% owned by MC - Formed on November 25, 2020 - Registered capital of HK 10,000 (USD 1,290) - A holding company Beijing Xihuiyun Technology Co., Ltd (“Beijing Xihuiyun”) - PRC limited liability company 100% owned by Mengyun HK - Formed on May 11, 2021 - Registered capital of RMB 207,048,000 (USD 30,000,000) - A holding company Shanghai Mengyun Holographic Technology Co., Ltd. (“Shanghai Mengyun”) - A PRC limited liability company 81.63% owned by Beijing Xihuiyun and 18.37% owned by Mengyun HK - Formed on March 24, 2016 - Registered capital of RMB 27,000,000 (USD 4,316,665) - Primarily engages in holographic integrated solutions. Name Background Ownership Shenzhen Mengyun Holographic Technology Co., Ltd. (“Shenzhen Mengyun”) - A PRC limited liability company 100% owned by Shanghai Mengyun - Formed on March 15, 2016 - Registered capital of RMB 10,000,000 (USD 1,538,461) - Primarily engages in holographic integrated solutions. Shenzhen Qianhai Youshi Technology Co., Ltd. (“Qianhai Youshi”) - A PRC limited liability company 100% owned by Shanghai Mengyun - Formed on August 14, 2014 - Registered capital of RMB 10,000,000 (USD 1,538,461) - Primarily engages in holographic content sales and SDK software services. - Sold on September 30, 2023 Shenzhen Yijia Network Technology Co., Ltd. (“Yijia Network”) - A PRC limited liability company 100% owned by Qianhai Youshi - Formed on September 25, 2008 - Registered capital of RMB 10,000,000 (USD 1,538,461) - Primarily engages in holographic content sales and SDK software services. - Sold on September 30, 2023 Horgos Youshi Network Technology Co., Ltd. (“Horgos Youshi”) - A PRC limited liability company 100% owned by Qianhai Youshi - Formed on November 2, 2020 - Registered capital of RMB 10,000,000 (USD 1,538,461) - Primarily engages in holographic content sales and SDK software services. - Sold on September 30, 2023 Horgos Weiyi Software Technology Co., Ltd. (“Horgos Weiyi”) - A PRC limited liability company 100% owned by Shenzhen Mengyun - Formed on September 6, 2016 - Registered capital of RMB 10,000,000 (USD 1,538,461) - Primarily engages in holographic integrated solutions. Shenzhen BroadVision Technology Co., Ltd. (“Shenzhen Bowei”) - A PRC limited liability company 100% owned by Shenzhen Mengyun - Formed on April 12, 2016 - Registered capital of RMB 10,000,000 (USD 1,538,461) - Primarily engages in holographic PCBA solutions. Mcloudvr Software Network Technology HK Co., Limited (“Mcloudvr HK”) - A Hong Kong company 100% owned by Shenzhen Mengyun - Formed on February 2, 2016 - Registered capital of HKD 100,000 (USD 12,882) - Primarily engages in holographic integrated solutions. Name Background Ownership Shenzhen Tianyuemeng Technology Co., Ltd. (“Shenzhen Tianyuemeng”) - A PRC limited liability company 100% owned by Shenzhen Mengyun - Formed on January 6, 2014 - Registered capital of RMB 20,000,000 (USD 3,076,922) - Primarily engages in holographic advertising services. - Sold on September 30, 2023 Shenzhen Yunao Hongxiang Technology Co., Ltd. (“Shenzhen Yunao”) - A PRC limited liability company 100% owned by Shenzhen Mengyun - Formed on December 3, 2021 - Registered capital of RMB 5,000,000 (USD 784,671) - Advertising service - Dissolved on August 11, 2023 Broadvision Intelligence (Hong Kong), Ltd. (“Broadvision HK”) - A Hong Kong company 100% owned by Shenzhen Bowei - Formed on November 5, 2020 - Registered capital of HKD 10,000 (USD 1,288) - No operation Horgos BroadVision Technology Co., Ltd. (“Horgos Bowei”) - A PRC limited liability company 100% owned by Shenzhen Bowei - Formed on November 4, 2020 - Registered capital of RMB 1,000,000 (USD 153,846) - Primarily engages in holographic PCBA solutions. Horgos Tianyuemeng Technology Co., Ltd. (“Horgos Tianyuemeng”) - A PRC limited liability company 100% owned by Shenzhen Tianyuemeng - Formed on October 23, 2020 - Registered capital of RMB 1,000,000 (USD 153,846) - Primarily engages in SDK software services. - Sold on September 30, 2023 Horgos Tianyuemeng Technology Co., Ltd.-Shenzhen Branch (“Horgos Tianyuemeng-SZ”) - A PRC limited liability company 100% owned by Horgos Tianyuemeng - Formed on March 19, 2021 - Registered capital of RMB 1,000,000 (USD 153,846) - No operation - Dissolved on December 10, 2021 Ocean Cloud Technology Co., Limited. (“Ocean HK”) - A Hong Kong company 56% owned by Mcloudvr HK - Formed on November 4, 2021 - Registered capital of HKD 10,000 (USD 1,288) - No operation Shenzhen Haiyun Xinsheng Technology Co., Ltd. (“Shenzhen Haiyun”) - A PRC limited liability company 100% owned by Ocean HK - Formed on December 3, 2021 - Registered capital of RMB 50,000,000 (USD 7,846,707) - No operation Name Background Ownership Shenzhen Tata Mutual Entertainment Information Technology Co., Ltd. (“Shenzhen Tata”) - A PRC limited liability company 100% owned by Shenzhen Haiyun - Formed on January 16, 2020 - Disposed on June 30, 2022 - Registered capital of RMB 5,000,000 (USD 784,671) Shenzhen Youmi Technology Co., Ltd. (“Shenzhen Youmi”) - A PRC limited liability company 100% owned by Shenzhen Haiyun - Formed on March 17, 2022 - Registered capital of RMB 5,000,000 (USD 784,671) - Game promotion and advertising service - Disposed on May 31, 2023 Shenzhen Yushian Technology Co., Ltd. (“Shenzhen Yushi”) - A PRC limited liability company 100% owned by Shenzhen Haiyun - Formed on February 18, 2022 - Registered capital of RMB 5,000,000 (USD 784,671) - Advertising service Horgos Tata Mutual Entertainment Information Technology Co., Ltd. (“Horgos Tata”) - A PRC limited liability company 100% owned by Shenzhen Tata - Formed on March 22, 2022 - Sold on June 30, 2022 - Registered capital of RMB 5,000,000 (USD 784,671) - Game promotion service Horgos Youmi Technology Co., Ltd. (“Horgos Youmi”) - A PRC limited liability company 100% owned by Shenzhen Youmi - Formed on January 29, 2022 - Registered capital of RMB 5,000,000 (USD 784,671) - Advertising service - Disposed on May 31, 2023 Horgos Yushian Technology Co., Ltd. (“Horgos Yushi”) - A PRC limited liability company 100% owned by Shenzhen Yushi - Formed on March 24, 2022 - Registered capital of RMB 5,000,000 (USD 784,671) - Advertising service - Dissolved on December 18, 2023 Kashgar Youshi Information Technology Co., Ltd. (“Kashgar Youshi”) - A PRC limited liability company 100% owned by Qianhai Youshi - Formed on May 5, 2016 - Registered capital of RMB 5,000,000 (USD 769,230) - Primarily engages in holographic content sales and SDK software services. - Disposed on September 30, 2023 Beijing Weixiaohai Technology Co., Ltd. (“Beijing Weixiaohai”) - A PRC limited liability company 100% owned by Shenzhen Haiyun - Formed on April 17, 2019 - Registered capital of RMB 8,000,000 (USD 1,124,622) - Primarily engages in Advertising service. - Disposed on October 1, 2022 |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Note 2 — Summary of significant accounting policies Liquidity In assessing the Company’s liquidity, the Company monitors and analyses its cash on-hand and its operating and capital expenditure commitments. The Company’s liquidity needs are to meet its working capital requirements, operating expenses and capital expenditure obligations. Cash flow from operations, advance from shareholders, and proceeds from third party loan have been utilized to finance the working capital requirements of the Company. As of December 31, 2022 and December 31, 2023, the Company had cash of RMB 151,119,985 126,037,538 158,339,349 134,894,390 Basis of presentation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”), regarding financial reporting, and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operation results. Principles of consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries, which include the wholly-foreign owned enterprise (“WFOE”) over which the Company exercises control and, when applicable, entities for which the Company has a controlling financial interest or is the primary beneficiary. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation. Use of estimates and assumptions The preparation of 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 and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in the Company’s consolidated financial statements include the useful lives of property and equipment and intangible assets, impairment of long-lived assets and goodwill, allowance for doubtful accounts, provision for contingent liabilities, revenue recognition, right-of-use assets and lease liabilities, deferred taxes and uncertain tax position, purchase price allocations for business combination, the fair value of contingent consideration related to business acquisitions. Actual results could differ from these estimates. Foreign currency translation and other comprehensive income (loss) The reporting currency of the Company was US Dollor (“USD”) for the years ended December 31, 2021 and December 31, 2022. On June 30, 2023, the Company determined that it would qualify as a foreign private issuer, as that term is defined in Rule 3b-4(c) promulgated under the Securities Exchange Act of 1934, beginning as of July 1, 2023. The Company therefore changed its reporting currency from USD to Chinese Renminbi (“RMB”) as of June 30, 2023. To enhance comparability of its consolidated financial statement, the Company presented financial information in both RMB and USD for the year ended December 31, 2023 as additional information to the reader. Pursuant to Accounting Standards Codification (“ASC”) 830 “Foreign Currency Matters”, the Company determined that its functional currency is RMB. MicroCloud and its Hong Kong subsidiaries, Quantum Edge HK Limited Translation adjustments included in accumulated other comprehensive loss amounted to RMB 3,182,525 and RMB 1,365,466 as of December 31, 2022 and 2023, respectively. The balance sheet amounts, with the exception of shareholders’ equity at December 31, 2022 and 2023 were translated at USD 1.00 to 6.8972 and to 7.0827, respectively. The average translation rates applied to statement of income accounts for the years ended December 31, 2021, 2022 and 2023 were USD 1.00 to RMB 6.3721 RMB 6.7290 7.0467 Cash and cash equivalents Cash and cash equivalents primarily consist of bank deposits with original maturities of three months or less, which are unrestricted as to withdrawal and use. Cash and cash equivalents also consist of funds earned from the Company’s operating revenues which were held at third party platform fund accounts which are unrestricted as to immediate use or withdraw. The Company maintains most of its bank accounts in the PRC. Accounts receivable, net Accounts receivable include trade accounts due from customers. Accounts are considered overdue after 90 days. Management reviews its receivables on a regular basis to determine if the bad debt allowance is adequate and provides allowance when necessary. The allowance is based on management’s best estimates of specific losses on individual customer exposures, as well as the historical trends of collections. Account balances are charged off against the allowance after all means of collection have been exhausted and the likelihood of collection is not probable. As of December 31, 2023 and 2022, the Company has RMB 4,588,786 4,862,941 Short term investments Short-term investments are investments in wealth management product with underlying in cash, bonds and equity funds. The investments can be redeemed any time and the investment was recorded at fair value. The gain (loss) from sale of any investments and fair value change are recognized in the statements of income and comprehensive income. Inventories Inventories are comprised of finished goods and are stated at the lower of cost or net realizable value using the weighted average method. Management reviews inventories for obsolescence and cost in excess of net realizable value periodically when appropriate and records a reserve against the inventory when the carrying value exceeds net realizable value. As of December 31, 2023 and 2022, the Company has an allowance of RMB 176,459 176,459 Prepaid services fees Prepaid services fees are mainly payments made to vendors or services providers for future services. These amounts are refundable and bear no interest. Prepaid services fees also include money deposited with certain channel providers to ensure the contents of the advertisement do not violate the terms of the channel providers. The deposits usually have one year term and are refundable upon contract termination. Management reviews its prepaid services fees on a regular basis to determine if the allowance is adequate and adjusts the allowance when necessary. As of December 31, 2022 and 2023, no allowance was deemed necessary. Prepayments, other current assets and deposits, net Prepayments and other current assets are mainly payments made to vendors or service providers for purchasing goods or services that have not been received or provided, deposits for rent and utilities and employee advances. This amount is refundable and bears no interest. Prepayment and deposit are classified as either current or non-current based on the terms of the respective agreements. These advances are unsecured and are reviewed periodically to determine whether their carrying value has become impaired. As of December 31, 2023 and 2022, the Company made Nil and RMB 3,300 Property and equipment, net Property and equipment are stated at cost less accumulated depreciation and impairment if applicable. Depreciation is computed using the straight-line method over the estimated useful lives of the assets with 5% residual value. The estimated useful lives are as follows: Schedule of estimated useful lives Useful Life Office equipment 3 Mechanical equipment 3 5 Electronic equipment 3 5 Cost method investments The Company accounts for investments with less than 20% of the voting shares and does not have the ability to exercise significant influence over operating and financial policies of the investee using the cost method. The Company records cost method investments at the historical cost in its consolidated financial statements and subsequently records any dividends received from the net accumulated earrings of the investee as income. Dividends received in excess of earnings are considered a return of investment and are recorded as reduction in the cost of the investments. Cost method investments are evaluated for impairment when facts or circumstances indicate that the fair value of the long-term investments is less than its carrying value. An impairment is recognized when a decline in fair value is determined to be other-than-temporary. The Company reviews several factors to determine whether a loss is other-than-temporary. These factors include, but are not limited to, the: (i) nature of the investment; (ii) cause and duration of the impairment; (iii) extent to which fair value is less than cost; (iv) financial condition and near term prospects of the investments; and (v) ability to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value. Intangible assets, net The Company’s intangible assets with definite useful lives primarily consist of customer relationships, software, and non-competing agreements. Identifiable intangible assets resulting from the acquisitions of subsidiaries accounted for using the purchase method of accounting are estimated by management based on the fair value of assets received. The Company amortizes its intangible assets with definite useful lives over their estimated useful lives and reviews these assets for impairment. The Company typically amortizes its intangible assets with definite useful lives on a straight-line basis over the shorter of the contractual terms or the estimated useful lives of three to ten years. Goodwill Goodwill represents the excess of the consideration paid of an acquisition over the fair value of the net identifiable assets of the acquired subsidiaries at the date of acquisition. Goodwill is not amortized and is tested for impairment at least annually, more often when circumstances indicate impairment may have occurred. Goodwill is carried at cost less accumulated impairment losses. If impairment exists, goodwill is immediately written off to its fair value and the loss is recognized in the consolidated statements of operations and comprehensive loss. Impairment losses on goodwill are not reversed. The Company reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist annually or more frequently if events and circumstances indicate that it is more likely than not that an impairment has occurred. The Company has the option to assess qualitative factors to determine whether it is necessary to perform further impairment testing in accordance with ASC 350-20, as amended by ASU 2017-04. If the Company believes, as a result of the qualitative assessment, that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, then the impairment test described below is required. The Company compares the fair values of each reporting unit to its carrying amount, including goodwill. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired. If the carrying amount of a reporting unit exceeds its fair value, impairment is recognized for the difference, limited to the amount of goodwill recognized for the reporting unit. Estimating fair value is performed by utilizing various valuation techniques, with the primary technique being a discounted cash flow. Impairment for long-lived assets Long-lived assets, including property and equipment and intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. Business combination The purchase price of an acquired company is allocated between tangible and intangible assets acquired and liabilities assumed from the acquired business based on their estimated fair values, with the residual of the purchase price recorded as goodwill. Transaction costs associated with business combinations are expensed as incurred, and are included in general and administrative expenses in the Company’s consolidated statements of operations. The results of operations of the acquired business are included in the Company’s operating results from the date of acquisition. Fair value measurement The accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company. The accounting standards define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement and enhance disclosure requirements for fair value measures. The three levels are defined as follow: ● Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. ● Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. Warrants liabilities The Company accounts for warrants (Public Warrants or Private Warrants) as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the consolidated statements of operations. The Company has elected to account for its Public Warrants as equity and the Private Warrants as liabilities. Revenue recognition Effective January 1, 2019, the Company adopted ASC Topic 606 using the modified retrospective adoption method. Based on the requirements of ASC Topic 606, revenue is recognized when control of the promised goods or services is transferred to the customers in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those goods or services. The Company primarily sells its products to hospitals and medical equipment companies. Revenue is recognized when the following 5-step revenue recognition criteria are met: 1) Identify the contract with a customer 2) Identify the performance obligations in the contract 3) Determine the transaction price 4) Allocate the transaction price 5) Recognize revenue when or as the entity satisfies a performance obligation The Company’s revenue recognition policies effective upon the adoption of ASC 606 are as follows: (i) Holographic Solutions a. Holographic Technology LiDAR Products The Company generates LiDAR revenue through selling integrated circuit board embedded with holographic software. The Company typically enters into written contracts with its customer where the rights of the parties, including payment terms, are identified and sales prices to the customers are fixed with no separate sales rebate, discount, or other incentive and no right of return exists on sales of inventory. The Company’s performance obligation is to deliver products according to contract specifications. The Company recognizes product revenue at a point in time when the control of products is transferred to customers. b. Holographic Technology Intelligence Vision software and Technology Development Service The Company generates revenue by developing ADAS software and technology, which are generally on a fixed-priced basis. The Company has no alternative use for the customized software and the Company has an enforceable right to payment for performance completed to date. Revenues from ADAS software development contracts are recognized over time during the contract period based on the Company’s measurement of progress towards completion using input method, which is usually measured by comparing labor hours expended to date to total estimated labor hours needed to satisfy the performance obligation. Assumptions, risks and uncertainties inherent in the estimates used to measure progress could affect the amount of revenues, receivables and deferred revenues at each reporting period. The Company has a long history of developing various ADAS software resulting in its ability to reasonably estimate the progress toward completion on each fixed price customized contracts. c. Holographic Technology Licensing and Content Products The Company provides holographic content products and holographic software for music videos, shows, and commercials on a fixed-price basis. These contents and software are generally pre-developed and exist when made available to the customer. Content products are delivered through its website or offline using hard drive. Revenues from licensing and content products are recognized at the point in time when the control of products or services is transferred to customers. No upgrades, maintenance, or any other post-contract customer support are provided. d. Holographic Technology Hardware Sales The Company is a distributer of holographic hardware and generates revenue through resale. In accordance with ASC 606, revenue recognition: principal agent consideration, an entity is a principal if it controls the specified good or service before that good or service is transferred to a customer. Otherwise, the entity is an agent in the transaction. The Company evaluates three indicators of control in accordance with ASU 2016-08: 1) For hardware sales, the Company is the most visible entity to customers and assumes fulfilment risk and risks related to the acceptability of products, including addressing customer complaints directly and handling of product returns or refunds directly. 2) The Company assumes inventory risk after taking the title from vendors and is responsible for product damage during shipment period prior to acceptance of its customers and is also responsible for product return if the customer is not satisfied with the products. 3) The Company determines the resale price of hardware products. 4) The Company is the party that directs the use of the inventory and can prevent the vendor from transferring the product to a customer or to redirect the products to a different customer. After evaluating the above scenario, the Company considers itself the principal of these arrangements and records hardware sales revenue on a gross basis. Hardware sales contracts are on a fixed price basis with no separate sales rebate, discount, or other incentive. Revenue is recognized at a point in time when the Company has delivered products and the acceptance by its customer with no future obligation. The Company generally permits returns of products due to deficits; however, returns are historically insignificant. (ii) Holographic Technology Service Holographic advertisements are the use of holographic technology integrated into advertisements on media platforms and offline display. The Company enters advertising contracts with advertisers to promote merchandises and services where the price, which is generally based on cost per action (“CPA”), is fixed and determinable. The Company provides its advertising service to channel providers where the amounts cost per action are also fixed and determinable. Revenue is recognized at a point of time when agreed actions are performed. The Company considers itself as provider of the services under the CPA model as it has the control of the services at any time before it is transferred to the customers which is evidenced by 1) having a right to a service to be performed by the other party, which gives the Company the ability to direct that party to provide the service to the customers on the Company’s behalf. 2) having discretion in setting the price for the service 3) billing monthly advertising fee directly to customers by settling valid CPA data with customers. Therefore, the Company acts as the principal of these arrangements and reports revenue earned and costs incurred related to these transactions on a gross basis. The Company also provides advertisement services through influencers on social networks. The Company charges advertisers a fixed rate, which is generally a fixed percentage of total value of merchandise sold over a specific period (“GMV”). Revenue is recognized at a point of time when merchandise is sold through social network. The Company’s SDK service is a collection of software development tools in one installable package that enables customers (usually software developers) to add holographic functionality and run holographic advertisements in their APPs or software. SDK contracts are primarily on a fixed rate basis, or cost per SDK Connection. The Company recognizes SDK service revenue at a point in time when a user completes an SDK connection via a designated portal. Service fees are generally billed monthly based on per-connection basis. The Company also provides game promotion services for game developers and licensed game operators. The Company acted as a marketing channel that it will promote the games through in-house or third-party platforms, from which users can download the mobile and purchase virtual currency for in game premium features to enhance their game playing experience. The Company contracts with third party payment platforms for collection services offered to game players who have purchased virtual currency. The game developers, licensed operator, payment platforms and the marketing channels are entitled to profit sharing based on a prescribed percentage of the gross amount charged to the game players. The Company’s obligation in the promotion services is completed at a point in time when the game players made a payment to purchase virtual currency. The Company considered itself an agent in these arrangements since it does not control the services at any time. Accordingly, the Company records the game promotion service revenue on a net basis. Contract balances The Company records receivable related to revenue when it has an unconditional right to invoice and receive payment. Payments received from customers before all the relevant criteria for revenue recognition met are recorded as deferred revenue. The Company’s disaggregated revenue streams are summarized and disclosed in Note 17. Cost of revenues For holographic solutions, the cost of revenue consists primarily of the costs of hardware products sold and outsourced content providers, third party software development costs, and compensation expenses for the Company’s professionals. For holographic technology service, the cost of revenue consists primarily of costs paid to channel distributors for advertising services and compensation expenses for the Company’s professionals. Advertising costs Advertising costs are expensed as incurred and included in selling expenses. Advertising costs are historically immaterial to the Company’s operating expenses. Advertising costs amounted to RMB 148,521 3,735,551 2,727,591 Research and development Research and development expenses include salaries and other compensation-related expenses to the Company’s research and product development personnel, outsourced subcontractors, as well as office rental, depreciation and related expenses for the Company’s research and product development team. Value added taxes (“VAT”) Revenue represents the invoiced value of service, net of VAT. VAT is based on the gross sales price. The VAT rate is 6% on services and 13% on goods in China. Entities that are VAT general taxpayers are allowed to offset qualified input VAT paid to suppliers against their output VAT liabilities. Net VAT balance between input VAT and output VAT is recorded in taxes payable. All of the VAT returns filed by the Company’s subsidiaries in China, have been and remain subject to examination by the tax authorities for five years from the date of filing. Income taxes The Company accounts for current income taxes in accordance with the laws of the relevant tax authorities. The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred taxes is accounted for using the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. No penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. Other Income, net Other Income includes government subsidies which are amounts granted by local government authorities as an incentive for companies to promote development of the local technology industry. The Company receives government subsidies related to government sponsored projects and records such government subsidies as a liability when it is received. The Company records government subsidies as other income when there is no further performance obligation. Total government subsidies amounted to RMB 76,988 478,809 844,332 Leases Effective January 1, 2022, the Company adopted ASU 2016-02, “Leases” (Topic 842), and elected the practical expedients that does not require us to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. The Company also adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component. On January 1, 2022, the Company recognized approximately RMB 5.7 million (USD 0.9 million) of right of use (“ROU”) assets and approximately RMB 5.7 million (USD 0.9 million) of operating lease liabilities based on the present value of the future minimum rental payments of leases, using incremental borrowing rate of 5.6% to 7%. The Company determines if a contract contains a lease at inception. US GAAP requires that the Company ’ ’ When determining the lease payments for an operating lease transitioning to ASC 842 using the effective date, it’s based on future payments at the transition date, based on the present value of lease payments over the remaining lease term. Since the implicit rate for the Company’s leases is not readily determinable, the Company use its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term. Lease terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as the Company does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers the economic life of its operating lease ROU assets to be comparable to the useful life of similar owned assets. The Company has elected the short-term lease exception, therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less. Its leases generally do not provide a residual guarantee. The operating lease ROU asset also excludes lease incentives. Lease expense is recognized on a straight-line basis over the lease term. The Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of operating lease liabilities in any tested asset group and include the associated operating lease payments in the undiscounted future pre-tax cash flows. Share-based compensation The Company records share-based compensation expense for employees by allocations from MicroCloud using a proportional cost allocation method by considering the headcount and its estimates of each employee’s time attributable to the Company. The share-based compensation expenses are valued at fair value on the grant date when the reward is approved. Share-based compensation is recognized net of forfeitures, as amortized expense on a straight-line basis over the requisite service period, which is the vesting period. The Company accounts for share-based compensation expenses using an estimated forfeiture rate at the time of grant and revising, if necessary, in subsequent periods if actual forfeitures differ from initial estimates. Share-based compensation e |
Reverse Recapitalization
Reverse Recapitalization | 12 Months Ended |
Dec. 31, 2023 | |
Reverse Recapitalization | |
Reverse Recapitalization | Note 3 — Reverse Recapitalization On February 2, 2024, the Company’s reverse stock split plan became effective. Pursuant to the plan, every ten (10) shares of the Company’s ordinary share issued, par value of US$0.0001, was combined into one (1) share of ordinary share, par value $0.001 (see Note 18 - Subsequent Event). The following information in Note 3 was adjusted for the reverse stock split as required by ASC 260. On September 16, 2022, MC merged with Golden Path Merger Sub and survived the merger and continued as the surviving company and a wholly owned subsidiary of Golden Path and continued its business operations. Immediately prior to the closing of the Merger, holders of 218,247 356,753 Upon the Closing, 57,500 Upon the Closing, 2,705 In connection with the Merger, 38,000 As of December 31, 2022 and after giving effect to all exchange, there were 5,081,204 shares of Common Stock outstanding, comprised of the 414,253 shares issued to public investors, 173,505 common stock hold by founder/sponsor, 38,000 common stocks issued to Peace Asset, and 4,455,446 common stocks issued to MC shareholders. The number of shares of Common Stock issued immediately following the consummation of the Merger was: Schedule of consummation of merger Shares Ordinary shares of Golden Path, outstanding prior to Merger 575,000 Less redemption of Golden Path shares (218,247 ) Public shares following redemptions 356,753 Shares issued upon closing to public shareholders (from rights) 57,500 Founder (Sponsor) Shares 170,800 Shares issued upon closing to Sponsor (from rights) 2,705 Shares issued upon closing to Finder (engaged Peace Asset) 38,000 MC shares 4,455,446 Total shares of common stock immediately after Merger 5,081,204 The Merger was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Golden Path was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of MC are represented as a continuation of the financial statements of Golden Path, with the Merger being treated as the equivalent of MC issuing stock for the net assets of Golden Path, accompanied by a recapitalization. The net assets of Golden Path are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Merger are those of MC in future reports. MC has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances as of the Closing: (i) MC’s stockholders have a majority of the voting power of the combined company, (ii) MC comprises a majority of the governing body of the combined company, and MC’s senior management comprises all of the senior management of the combined company, and (iii) MC comprises all of the ongoing operations of the combined entity. Following the approval of the Business Combination, on September 16, 2022, we received net cash proceeds of $ 33.2 |
Deconsolidation
Deconsolidation | 12 Months Ended |
Dec. 31, 2023 | |
Deconsolidation | |
Deconsolidation | Note 4 — Deconsolidation During the year ended December 31, 2023, the Company disposed of Shenzhen Youmi, Qianhai Youshi, Shenzhen Tianyuemeng and their subsidiaries. On May 31, 2023, the Company’s board approved the equity transfer agreement between Shenzhen Haiyun and Wanglihua, to transfer 100% equity interest of Shenzhen Youmi Technology Co., Ltd. and its subsidiary, Horgos Youmi Technology Co., Ltd, to Wanglihua. The Company recognized a loss of RMB 10 from the transfer. On September 28, 2023, the Company’s board approved the equity transfer agreement between Shanghai Mengyun and Nengshen, to transfer 100% equity interest of Shenzhen Qianhai Youshi Technology Co., Ltd and its subsidiaries Shenzhen Yijia Network Technology Co., Ltd., Horgos Youshi Network Technology Co., Ltd. and Kashgar Youshi Information Technology Co., Ltd. to Nengshen. The Company recognized a loss of RMB 3,491,441 from the transfer. On September 28, 2023, the Company’s board approved the equity transfer agreement between Shenzhen Mengyun and Nengshen, to transfer 100% equity interest of Shenzhen Tianyuemeng Technology Co., Ltd. and its subsidiary, Horgos Tianyuemeng Technology Co., Ltd, to Nengshen. The Company recognized a loss of RMB 1,672,887 from the transfer. Since the disposal did not represent any strategic change of the Company’s operation, the disposal was not presented as discontinued operations. Net assets of the entities disposed and gain on disposal was as follows: Schedule of net assets of entities disposed Total Shenzhen Qianhai Shenzhen RMB Total current assets 190,895 19,941,843 46,349,666 66,482,404 Total other assets 491,638 39,323 530,961 Total assets 190,895 20,433,481 46,388,989 67,013,365 Total current liabilities 1,087,529 9,942,040 41,716,102 52,745,671 Total net assets (896,634 ) 10,491,441 4,672,887 14,267,694 Total consideration Total loss on disposal (10 ) (3,491,441 ) (1,672,887 ) (5,164,338 ) |
Accounts receivable, net
Accounts receivable, net | 12 Months Ended |
Dec. 31, 2023 | |
Credit Loss [Abstract] | |
Accounts receivable, net | Note 5 — Accounts receivable, net Accounts receivable, net consisted of the following: Schedule of accounts receivable, net December 31, December 31, December 31, RMB RMB USD Accounts receivable 85,215,404 14,431,613 2,037,586 Less: allowance for doubtful accounts (4,862,941 ) (4,588,786 ) (647,886 ) Accounts receivable, net 80,352,463 9,842,827 1,389,700 The following table summarizes the changes in allowance for doubtful accounts: Schedule of allowance for doubtful accounts December 31, December 31, December 31, RMB RMB USD Beginning balance 1,886,467 4,862,941 705,060 Provision for doubtful accounts 2,976,474 274,155 38,708 Exchange rate difference - - (95,882 ) Ending balance 4,862,941 4,588,786 647,886 Allowance for doubtful accounts net for the years ended December 31, 2022 and 2023 amounted to RMB 4.9 4.6 |
Property and equipment, net
Property and equipment, net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment, net | Note 6 — Property and equipment, net Property and equipment, net consist of the following: Schedule of property and equipment, net December 31, December 31, December 31, RMB RMB USD Office equipment 1,140,456 1,005,558 141,974 Mechanical equipment 1,059,178 1,059,178 149,544 Electronic and other equipment 2,454,537 3,167,783 447,256 Vehicles 43,982 43,982 6,210 Subtotal 4,698,153 5,276,501 744,984 Less: accumulated depreciation (3,050,277 ) (3,678,367 ) (519,345 ) Total 1,647,876 1,598,134 225,639 Depreciation expense for the years ended December 31, 2021, 2022 and 2023 amounted to RMB 294,514 464,999 807,722 114,624 |
Intangible assets, net
Intangible assets, net | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets Net | |
Intangible assets, net | Note 7 — Intangible assets, net The Company’s intangible assets with definite useful lives primarily consist of accounting software. The following table summarizes acquired intangible asset balances as of: Schedule of intangible assets, net December 31, December 31, December 31, RMB RMB USD Customer relationships 13,300,000 1,300,000 183,546 Software 14,745,632 10,241,786 1,446,028 Non-compete agreements 2,300,000 400,000 56,476 Subtotal 30,345,632 11,941,786 1,686,050 Less: accumulated amortization (14,969,108 ) (8,087,239 ) (1,141,830 ) Less: intangible assets impairment loss - (3,854,547 ) (544,220 ) Intangible assets, net 15,376,524 - - Amortization expense for the years ended December 31, 2021, 2022 and 2023 amounted to RMB 6,383,366 6,379,240 5,358,195 The Company performs annual impairment analysis as of December 31, 2023 and concludes there was RMB 3,854,547 |
Investments in unconsolidated e
Investments in unconsolidated entities | 12 Months Ended |
Dec. 31, 2023 | |
Schedule of Investments [Abstract] | |
Investments in unconsolidated entities | Note 8 — Investments in unconsolidated entities Schedule of investments December 31, December 31, December 31, RMB RMB USD Equity investments without readily determinable fair value: 19.9% Investment (1) 2,000,000 2,000,000 282,378 4.4% Investment (2) 500,000 500,000 70,595 5% Investment (3) 600,000 600,000 84,713 3% Investment (4) 1,000,000 1,000,000 141,189 2% Investment (5) - 600,000 84,713 Impairment (4,100,000 ) (4,100,000 ) (578,875 ) Total - 600,000 84,713 (1) In August 2016, Shenzhen Mengyun invested RMB 2,000,000 in a company in the technology development and animation design areas for 19.9% equity interest. Due to the continual losses, the Company believes that the probability of recovering the investment is low. Therefore, the Company accrued RMB 2,000,000 impairment loss for the investment in 2018. (2) In November 2015, Shanghai Mengyun invested RMB 500,000 in a company in the database service for 4.44% equity interest. Due to the continual losses, the Company believes that the probability of recovering the investment is low. Therefore, the Company accrued RMB 500,000 impairment loss for the investment in 2018. (3) In September 2021, Shenzhen Mengyun invested RMB 600,000 in a company specializing in research and development of smart wearable devices for 5% equity interest. Due to the continual losses, the Company believes that the probability of recovering the investment is low. Therefore, the Company accrued RMB 600,000 impairment loss for the investment in 2022. (4) In October 2021, Shenzhen Mengyun invested RMB 1,000,000 in a company specializing in VR/AR education technology for 3% equity interest. Due to the continual losses, the Company believes that the probability of recovering the investment is low. Therefore, the Company accrued RMB 1,000,000 impairment loss for the investment in 2022. (5) In March 2023, Shenzhen Mengyun invested RMB 600,000 in a company in the technology development and animation design areas for 2% equity interest. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 9 — Goodwill Goodwill represents the excess of the consideration paid of an acquisition over the fair value of the net identifiable assets of the acquired subsidiaries at the date of acquisition. Goodwill is not amortized and is tested for impairment at least annually, more often when circumstances indicate impairment may have occurred. The following table summarizes the components of acquired goodwill balances as of: Schedule of goodwill December 31, December 31, December 31, RMB RMB USD Goodwill from Shenzhen Bowei acquisition* 9,729,086 - - Goodwill from Shenzhen Tianyuemeng acquisition** 11,426,811 - - Goodwill 21,155,897 - - * On July 1, 2020, Shenzhen Mengyun entered into acquisition agreement to acquire 100% equity interests of Shenzhen Bowei, a provider of holographic PCBA solutions. The transaction consummated on July 1, 2020. According to the agreement, acquisition consideration is RMB 20,000,000 (approximately USD 3.1 million) to acquire the 100% equity interests of Shenzhen Bowei. Acquired amortizable intangible assets includes customer relationship, software, and non-compete agreements. Approximately RMB 9.7 million (USD 1.5 million) of goodwill arising from the acquisition is mainly attributable to the excess of the consideration paid over the fair value of the net assets acquired that cannot be recognized separately as identifiable assets under U.S. GAAP, and comprise (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition. According to the evaluation report from King Kee, the Fair Value of Shenzhen Bowei is RMB 5,300,000, while the carrying value of RMB 15,259,000, so the goodwill shall be fully impaired. ** On October 1, 2020, Shenzhen Mengyun entered into acquisition agreement to acquire 100% equity interests of Shenzhen Tianyuemeng, an entity focused on holographic advertising services. The transaction consummated on October 1, 2020. According to the agreement, acquisition consideration is RMB 30,000,000 (approximately USD 4.6 million) to acquire the 100% equity interests of Shenzhen Tianyuemeng. Acquired amortizable intangible assets includes customer relationship, software, and non-compete agreements. Approximately RMB 11.4 million (USD 1.8 million) of goodwill arising from the acquisition is mainly attributable to the excess of the consideration paid over the fair value of the net assets acquired that cannot be recognized separately as identifiable assets under U.S. GAAP, and comprise (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition. On September 28, 2023, the Company’s board approved the equity transfer agreement between Shenzhen Mengyun and nengshen, to transfer 100% equity interest of Shenzhen Tianyuemeng Technology Co., Ltd and its subsidiaries Horgos Tianyuemeng Technology Co., Ltd., Ltd. and goodwill goes down to nil. The changes in the carrying amount of goodwill allocated to reportable segments As of December 31, 2022 and 2023 are as follows: Schedule of goodwill reportable segments Holographic Holographic Total As of December 31, 2022 9,729,086 11,426,811 21,155,897 Less: goodwill impairment loss (9,729,086 ) - (9,729,086 ) equity transfer loss - (11,426,811 ) (11,426,811 ) As of December 31, 2023 - - - |
Related party transactions and
Related party transactions and balances | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related party transactions and balances | Note 10 — Related party transactions and balances The amounts due from related parties consist of the following: Schedule of related parties Name of Related Parties Relationship Nature December 31, 2022 December 31, December 31, RMB RMB USD Shenzhen Ultimate Holographic Culture Communication Co., Ltd Shenzhen Mengyun’s 19.9% equity investment Advances for operational purposes, no interest, due on demand 60,280 - - Total: 60,280 - - The amounts due to related parties consists of the following: Name of Related Parties Relationship Nature December 31, 2022 December 31, December 31, RMB RMB USD Yuxiu Han. Former shareholder and current legal representative of Shenzhen Bowei Advances for operational purpose, no interest, due on demand 350,000 - - Total: 350,000 - - |
Taxes
Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Taxes | Note 11 — Taxes Cayman Islands MicroCloud, MC was incorporated in the Cayman Islands and is not subject to tax on income or capital gains under the laws of Cayman Islands. Additionally, the Cayman Islands does not impose a withholding tax on payments of dividends to shareholders. Seychelles Mcloudvr Software is incorporated in Seychelles and is not subject to tax on income generated outside of Seychelles under the current law. In addition, upon payments of dividends by these entities to their shareholders, no withholding tax will be imposed. Hong Kong Quantum Edge HK Limited incorporated in Hong Kong, are subject to a two-tiered income tax rate for taxable income earned in Hong Kong. The first HK$2 million of profits earned by a company is subject to be taxed at an income tax rate of 8.25%, while the remaining profits will continue to be taxed at the existing tax rate of 16.5%. PRC The subsidiaries incorporated in the PRC are governed by the income tax laws of the PRC and the income tax provision for operations in the PRC is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect thereof. Under the Enterprise Income Tax Laws of the PRC (the “EIT Laws”), domestic enterprises and Foreign Investment Enterprises (the “FIE”) are subject to a unified 25% enterprise income tax rate while preferential tax rates, tax holidays and even tax exemptions may be granted on a case-by-case basis. EIT grants preferential tax treatment to certain High and New Technology Enterprises (“HNTEs”). Under this preferential tax treatment, HNTEs are entitled to an income tax rate of 15%, subject to a requirement that they re-apply for HNTE status every three years. Shanghai Mengyun obtained the “high-tech enterprise” tax status in October 2017 and further renewed in December 2020, which reduced its statutory income tax rate to 15% from January 2017 to December 2023. Shenzhen Mengyun obtained the “high-tech enterprise” tax status in November 2018 and further renewed in December 2021, which reduced its statutory income tax rate to 15% from January 2018 to December 2024. Shenzhen Bowei obtained the “high-tech enterprise” tax status in December 2021, which reduced its statutory income tax rate to 15% from December 2021 to December 2024. Horgos Weiyi, Horgos Youshi, Horgos Bowei and Horgos Tianyuemeng were formed and registered in Horgos in Xinjiang, China from 2016 to 2020, and Kashgar Youshi was formed and registered in Kashgar in Xinjiang, China in 2016. These companies are not subject to income tax for 5 years and can obtain another two years of tax exemption status and three years at reduced income tax rate of 12.5% after the 5 years due to the local tax policies to attract companies in various industries. Significant components of the provision for income taxes are as follows: Schedule of income tax expense benefit For the For the For the For the RMB RMB RMB USD Current income tax expenses 47,145 54,335 (100,859 ) (14,313 ) Deferred income tax benefits (841,948 ) (880,475 ) (4,038,047 ) (573,041 ) Income tax expenses (794,803 ) (826,140 ) (4,138,906 ) (587,354 ) The following table reconciles China statutory rates to the Company’s effective tax rate: Schedule of effective income tax rate reconciliation For the For the For the China statutory income tax rate 25.00 % 25.00 % 25.00 % Preferential tax rate reduction (24.76 )% (24.51 )% (37.28 )% Change in valuation allowance 0.44 % (2.01 )% (15.37 )% Additional R&D deduction in China (1.24 )% 0.83 % 1.38 % Permanent difference (0.37 )% (0.06 )% (0.20 )% Tax rate difference outside China (1) (0.04 )% 0.04 % (0.05 )% Effective tax rate (0.97 )% (0.71 )% (26.52 )% (1) It is mainly due to the lower tax rate of the entities incorporated in Hong Kong, and tax exempt in Cayman Islands. Deferred tax assets and liabilities Significant components of deferred tax assets and liabilities were as follows: Schedule of deferred tax assets and liabilities December 31, December 31, December 31, RMB RMB USD Deferred tax assets: Allowance for doubtful accounts 256,868 258,718 36,528 Impairment loss for investment 240,000 240,000 33,885 Net operating loss carry forward 3,409,722 18,180,820 2,566,934 Inventory reserve 26,469 26,469 3,737 Right of use 14,110 152,685 21,558 Less: valuation allowance (3,054,301 ) (15,927,164 ) (2,248,742 ) Deferred tax assets, net 892,868 2,931,528 413,900 Deferred tax liabilities: Recognition of intangible assets arising from business combinations (1,999,387 ) - - Deferred tax liabilities, net (1,999,387 ) - - Total deferred tax liabilities, net (1,106,519 ) 2,931,528 413,900 The Company evaluated the recoverable amounts of deferred tax assets, and provided a valuation allowance to the extent that future taxable profits will be available against which the net operating loss and temporary differences can be utilized. Valuation allowance is provided against deferred tax assets when the Company determines that it is more likely than not that the deferred tax assets will not be utilized in the future. In making such determination, the Company considered factors including future taxable income exclusive of reversing temporary differences and tax loss carry forwards. Valuation allowance was provided for net operating loss carry forward because it was more likely than not that such deferred tax assets would not be realized based on the Company’s estimate of its future taxable income. If events occur in the future that allow the Company to realize more of its deferred income tax than the presently recorded amounts, an adjustment to the valuation allowances will result in a decrease in tax expense when those events occur. The Company recognized deferred tax liabilities related to the excess of the intangible assets reporting basis over its income tax basis as a result of fair value adjustment from acquisitions in 2020. The deferred tax liabilities will reverse as the intangible assets are amortized for financial statement reporting purposes. As of December 31, 2023, the Company had net operating loss carry forwards of approximately RMB 125,185,603 Uncertain tax positions The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated with the tax positions. As of December 31, 2022 and 2023, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur any interest and penalties related to potential underpaid income tax expenses for the years ended December 31, 2022 and 2023 and also does not anticipate any significant increases or decreases in unrecognized tax benefits in the next 12 months from December 31, 2023. Value added taxes (“VAT”) Revenue represents the invoiced value of service, net of VAT. The VAT are based on gross sales price. VAT rate is 6% on services and 13% on goods in China. Taxes payable consisted of the following: Schedule of taxes payable December 31, December 31, December 31, RMB RMB USD VAT taxes payable 49,655 198,966 28,092 Income taxes payable 473,565 394,809 55,743 Other taxes payable 79,034 31,833 4,494 Totals 602,254 625,608 88,329 |
Concentration of risk
Concentration of risk | 12 Months Ended |
Dec. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
Concentration of risk | Note 12 — Concentration of risk Credit risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. In China, the insurance coverage of each bank is RMB 500,000 72,000 126,037,538 17,795,126 151,119,985 A majority of the Company’s expense transactions are denominated in RMB and a significant portion of the Company and its subsidiaries’ assets and liabilities are denominated in RMB. RMB is not freely convertible into foreign currencies. In the PRC, certain foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the PBOC. Remittances in currencies other than RMB by the Company in China must be processed through the PBOC or other China foreign exchange regulatory bodies which require certain supporting documentation in order to affect the remittance. To the extent that the Company needs to convert U.S. dollars into RMB for capital expenditures and working capital and other business purposes, appreciation of RMB against U.S. dollar would have an adverse effect on the RMB amount the Company would receive from the conversion. Conversely, if the Company decides to convert RMB into U.S. dollar for the purpose of making payments for dividends, strategic acquisition or investments or other business purposes, appreciation of U.S. dollar against RMB would have a negative effect on the U.S. dollar amount available to the Company. Customer concentration risk For the year ended December 31, 2021, one customer accounted for 18.7% 12.9% 25.0% 12.2% As of December 31, 2022, two customers accounted for 26.4% 15.8% 19.8% 13.0% 11.8% Vendor concentration risk For the year ended December 31, 2021, two vendors accounted for 35.1% 13.8% 37.6% 13.0% 12.0% As of December 31, 2022, two vendors accounted for 63.6% 10.0% 36.1% 26.1% 22.2% |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Note 13 — Leases Lease commitments The Company determines if a contract contains a lease at inception. US GAAP requires that the Company’s leases be evaluated and classified as operating or finance leases for financial reporting purposes. The classification evaluation begins at the commencement date and the lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain and failure to exercise such option which result in an economic penalty. The Company has several offices lease agreements with lease terms ranging from two to six years. Upon adoption of ASU 2016-02 on January 1, 2022, the Company recognized approximately RMB 5.7 7.0% As of December 31, 2022 and December 31, 2023, the Company’s operating leases had a weighted average remaining lease term of approximately 2.93 2.65 Operating lease expenses are allocated between the cost of revenue and selling, research and development, general, and administrative expenses. Rent expenses for the years ended December 31,2021, 2022 and 2023 was and RMB 2,222,304 2,532,996 2,306,237 The five-year maturity of the Company’s operating lease obligations is presented below: Schedule of lease liabilities Twelve Months Ending December 31, Operating Lease Operating Lease RMB USD 2024 1,243,004 175,499 2025 1,307,489 184,603 2026 875,622 123,628 2027 - - 2028 - - Total lease payments 3,426,115 483,730 Less: Interest (304,651 ) (43,013 ) Present value of lease liabilities 3,121,464 440,717 Future amortization of Company’s ROU assets is presented below: Schedule of future amortization of ROU assets Twelve months ending December 31, RMB USD 2024 1,061,871 149,925 2025 1,138,324 160,719 2026 788,496 111,327 Total 2,988,691 421,971 |
Shareholders_ equity
Shareholders’ equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Shareholders’ equity | Note 14 — Shareholders’ equity Ordinary shares The Company was established under the laws of the Cayman Islands on May 9, 2018, with an authorized capital of 500,000,000 0.0001 In January 2021, the Company effected a 10 for 1 10 On January 6, 2021, the Company issued an aggregate of 1,150,000 $25,000 On March 26, 2021, the Company issued an additional 287,500 On June 24, 2021, the Company sold 5,750,000 $10.00 Simultaneously on June 24, 2021, the Company issued 270,500 270,500 $10 As of December 31, 2021 and 2020, 1,708,000 10 5,750,000 0 On January 30, 2024, the Company announced a Reverse Stock Split plan (the "Reverse Stock Split"). The plan became effective on February 2, 2024. Pursuant to the plan, every ten (10) shares of the Company’s ordinary share issued, par value of US$0.0001, was combined into one (1) share of ordinary share, par value $0.001, and the authorized share capital of the Company was reduced from US$50,000 divided into 500,000,000 shares of a nominal or par value of US$0.0001 each to US$50,000 divided into 50,000,000 shares of a nominal or par value of US$0.001 each (see Note 18 - Subsequent Event). At the closing of the Business Combination, the issued and outstanding shares in MC held by the former MC shareholders was cancelled and ceased to exist, in exchange for the issue of an aggregate of 4,455,446 The number of shares of Common Stock issued immediately following the consummation of the Merger was 5,081,204 0.001 On October 24, 2023, the Company issued 860,000 As of December 31, 2023, the Company had 5,941,204 Statutory reserve Mengyun PRC entities are required to set aside at least 10% of their after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. In addition, Mengyun PRC entities may allocate a portion of its after-tax profits based on PRC accounting standards to an enterprise expansion fund and staff bonus and welfare fund at its discretion. Mengyun PRC entities may allocate a portion of its after-tax profits based on PRC accounting standards to a discretionary surplus fund at its discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends. Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by State Administration of Foreign Exchange. During the years ended December 31, 2022 and 2023, Mengyun PRC entities collectively attributed RMB 2,569,404 26,956 Restricted assets The Company’s ability to pay dividends is primarily dependent on the Company receiving distributions of funds from its subsidiary. Relevant PRC statutory laws and regulations permit payments of dividends by Beijing Xihuiyun and Shanghai Mengyun (collectively “Mengyun PRC entities”) only out of its retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. The results of operations reflected in the accompanying consolidated financial statements prepared in accordance with U.S. GAAP differ from those reflected in the statutory financial statements of Mengyun PRC entities. Mengyun PRC entities are required to set aside at least 10% of their after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. In addition, Mengyun PRC entities may allocate a portion of its after-tax profits based on PRC accounting standards to an enterprise expansion fund and staff bonus and welfare fund at its discretion. Mengyun PRC entities may allocate a portion of its after-tax profits based on PRC accounting standards to a discretionary surplus fund at its discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends. Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by State Administration of Foreign Exchange. As a result of the foregoing restrictions, Mengyun PRC entities are restricted in their ability to transfer their assets to the Company. Foreign exchange and other regulations in the PRC may further restrict Mengyun PRC entities from transferring funds to the Company in the form of dividends, loans and advances. As of December 31, 2023, amounts restricted are the paid-in-capital and statutory reserve of Mengyun PRC entities, which amounted to RMB 33,048,958 |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Warrants | |
Warrants | Note 15 — Warrants As of December 31, 2023, the Company has 5,750,000 270,500 The Company accounts for its outstanding Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F. Management has determined that under the Private Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Private Warrants as liabilities at their fair value and adjusts the Private Warrants to fair value at each reporting period. Management has further determined that its Public Warrants qualify for equity treatment. Warrant liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations. The Private Warrants are valued using a Black Scholes model. Public Warrants On June 24, 2021, the Company sold 5,750,000 $10.00 Each Public Unit consists of one ordinary share of the Company, $0.0001 par value per share, one right and one redeemable warrant (the “Public Warrant”). Each Public Warrant entitles the holder to purchase one-half (1/2) of an ordinary share at an exercise price of $11.50 The Public Warrants became exercisable on September 16, 2022, the Business Combination date. As of December 31, 2023, the Public Warrants are exercisable for cash as the Company has an effective and current registration statement covering the ordinary shares issuable upon exercise of the Public Warrants. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company may call the warrants for redemption (excluding the Private Warrants), in whole and not in part, at a price of $0.01 per warrant: ● at any time while the Public Warrants are exercisable, ● upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder, ● if, and only if, the reported last sale price of the ordinary shares equals or exceeds $16.50 per share, for any 20 trading days within a 30-trading day period ending on the third trading day prior to the notice of redemption to Public Warrant holders, and ● if, and only if, there is a current registration statement in effect with respect to the issuance of the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. Private Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated a private placement of 270,500 $10.0 The private warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheets. The warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The fair value of these warrants, using the Black-Scholes option pricing model, on the date of issuance was $ 625,000 0.90% 5 58.40% 0 The key inputs into the Black-Scholes model were as follows at their following measurement dates: Schedule of black-scholes model December 31, December 31, December 31, December 31, USD USD USD RMB Input Share price 9.96 2.27 3.55 25.14 Risk-free interest rate 1.26 % 4.02 % 3.95 % 3.95 % Volatility 59.8 % 65.2 % 60.60 % 60.60 % Exercise price 11.50 11.50 11.50 81.45 Warrant life (yr) 5 4.71 3.71 3.71 As of December 31, 2022 and December 31, 2023, the aggregate value of the private warrants was RMB 425,619 and RMB RMB 62,200. The change in fair value of private warrants was RMB 4,415,328 and RMB 372,961 for the years ending December 31, 2022 and December 31, 2023, respectively. The following table presents information about the Company’s warrants that were measured at fair value on a recurring basis as of December 31, 2022 and December 31, 2023, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis Description Warrant Quoted Prices In Significant Other Significant Other December 31, 2022: RMB 425,619 RMB - RMB - RMB 425,619 December 31, 2023 RMB 62,200 RMB - RMB - RMB 62,200 The following table summarizes the Company’s Warrants activities and status of Warrants on December 31, 2023: Schedule of Warrants activities Private Warrants Warrants Weighted Average Average Remaining Outstanding as of December 31, 2021 270,500 $ 11.50 5 Issued - - - Forfeited - - - Exercised - - - Expired - - - Outstanding as of December 31, 2022 270,500 $ 11.50 5 Issued - - - Forfeited - - - Exercised - - - Expired - - - Outstanding as of December 31, 2023 270,500 $ 11.50 4 |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Note 16 — Commitments and contingencies Contingencies Litigation The Company, along with its shareholder Joyous JD Limited, has initiated litigation in the New York Supreme Court New York County against Greenland Asset Management Corporation, the sponsor of the pre-business combination company, Golden Path Acquisition Corporation ( “ ” 1. Joyous JD Limited is seeking damages in connection with the Sponsor ’ 2. The Company is seeking damages in connection with the Sponsor ’ 3. Greenland Asset Management initiated a countersuit against the Company in response to the Company ’ Due to uncertainty over the process and outcome of the lawsuit, the final ruling of the Court shall prevail. |
Segments
Segments | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segments | Note 17 — Segments ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for detailing the Company’s business segments. The Company’s chief operating decision maker is the Chief Executive Officer, who reviews the financial information of the separate operating segments when making decisions about allocating resources and assessing the performance of the group. Majority of the Company's business activities are carried out in PRC, hence no geographical segment is disclosed. The Company has determined two operating segments: (1) Holographic solutions, and (2) Holographic technology service. The following tables present summary information by segment for the years ended December 31, 2021, 2022 and 2023: Schedule of segments Holographic Holographic Total RMB RMB RMB Revenues 131,871,221 226,778,077 358,649,298 Cost of revenues (92,819,057 ) (15,803,991 ) (108,623,048 ) Gross profit 39,052,164 210,974,086 250,026,250 Depreciation and amortization (2,590,281 ) (4,084,030 ) (6,674,311 ) Total capital expenditures (129,482 ) (6,194 ) (135,676 ) Holographic Holographic Total RMB RMB RMB Revenues 153,996,658 333,942,206 487,938,864 Cost of revenues (125,805,732 ) (138,873,815 ) (264,679,547 ) Gross profit 28,190,926 195,068,391 223,259,317 Depreciation and amortization (2,761,207 ) (4,083,030 ) (6,844,237 ) Total capital expenditures (1,821,918 ) - (1,821,918 ) Holographic Holographic Total RMB RMB RMB Revenues 68,345,506 135,202,499 203,548,005 Cost of revenues (59,562,014 ) (69,734,292 ) (129,296,306 ) Gross profit 8,783,492 65,468,207 74,251,699 Depreciation and amortization (6,161,834 ) - (6,161,834 ) Total capital expenditures (774,615 ) - (774,615 ) Total assets as of: December 31, December 31, December 31, RMB RMB USD Holographic solutions 200,456,129 142,626,614 20,137,323 Holographic technology service 81,665,772 17,932,589 2,531,886 Total assets 282,121,901 160,559,203 22,669,209 Disaggregated information of holographic solutions revenues by business lines are as follows: Schedule of disaggregation For the For the For the For the RMB RMB RMB USD Holographic Technology LiDAR Products 58,923,457 45,086,319 16,330,569 2,317,478 Holographic Technology Intelligence Vision software and Technology Development Service 14,277,873 12,658,954 45,930,400 6,518,001 Holographic Technology Licensing and Content Product 31,105,495 29,093,110 5,594,979 793,986 Holographic Hardware Sales 27,564,396 67,158,275 489,558 69,473 Total Holographic Solutions 131,871,221 153,996,658 68,345,506 9,698,938 |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent events | Note 18 — Subsequent events Issuance of Convertible Promissory Note On January 23, 2024, the Company entered into Convertible Note Purchase Agreements (“CNPA”) with certain investors. On January 24, 2024, the Company issued to each Investor an Unsecured Convertible Promissory Note (the “Notes”) pursuant to the CNPAs. The aggregate original principal amount of the Notes is $ 9,500,000 The Note has a term of 360 days commencing on January 24, 2024. The Notes carry an aggregate original issue discount of $ 760,000 Each Investor has the right to elect to convert all or a portion of the outstanding balance under the Note into ordinary shares of the Company pursuant to the following formula: conversion shares equals amount being converted divided by the conversion price, which is calculated as (A) the lowest market closing price of the Company’s ordinary shares in the twenty (20) trading days preceding the date of conversion request (B) multiplied by 70% and (C) rounded down to the nearest 2 decimal places. The conversion is subject to adjustment in the event of a stock split, stock dividend, recapitalization, or similar transaction. The Company may at it option decline to effect any conversion of the outstanding balance under the Note to the extent that after giving effect to such conversion would cause the Investors (on an individual basis) to beneficially own a number of shares exceeding 9.99% of the number of shares outstanding on such date. On March 13, 2024, the Company entered into Convertible Note Purchase Agreements (“CNPA”) with certain investors. On March 14, 2024, the Company issued to each Investor an Unsecured Convertible Promissory Note (the “Notes”) pursuant to the CNPAs. The aggregate original principal amount of the Notes is $ 14,000,000 The Note has a term of 360 days commencing on March 14, 2024. The Notes carry an aggregate original issue discount of $ 1,120,000 Each Investor has the right to elect to convert all or a portion of the outstanding balance under the Note into ordinary shares of the Company pursuant to the following formula: conversion shares equals amount being converted divided by the conversion price, which is calculated as (A) the lowest market closing price of the Company’s ordinary shares in the sixty (60) trading days preceding the date of conversion request (B) multiplied by 70% and (C) rounded down to the nearest 2 decimal places. The conversion is subject to adjustment in the event of a stock split, stock dividend, recapitalization, or similar transaction. The Company may at it option decline to effect any conversion of the outstanding balance under the Note to the extent that after giving effect to such conversion would cause the Investors (on an individual basis) to beneficially own a number of shares exceeding 9.99% of the number of shares outstanding on such date. The Company will use the net proceeds from both offerings of the convertible promissory note for working capital and general corporate purposes. Reverse Stock Split On January 30, 2024, the Company announced a Reverse Stock Split plan (the "Reverse Stock Split"). The plan became effective on February 2, 2024. Pursuant to the plan, every ten (10) shares of the Company’s ordinary share issued, par value of US$0.0001, was combined into one (1) share of ordinary share, par value $0.001, and the authorized share capital of the Company was reduced from US$50,000 divided into 500,000,000 shares of a nominal or par value of US$0.0001 each to US$50,000 divided into 50,000,000 shares of a nominal or par value of US$0.001 each. After the Reverse Stock Split, the Company’s ordinary shares have the same proportional voting rights and is identical in all other respects to the ordinary shares prior to the effectiveness of the Reverse Stock Split. In connection with the Reverse Stock Split, the exercise price of the Company’s private warrants (Note 15) was adjusted from $11.50 to $115, with a proportionate adjustment downwards to the shares underlying the warrants. Pursuant to requirements under ASC 260, the Company made retrospective changes relating to the Reverse Stock Split in this financial report, as the Reverse Stock Split was made effective before issuance of this financial report. Acquisition of Yichang Jiyue Ltd. On March 1 st 100% |
Condensed financial information
Condensed financial information of the parent company | 12 Months Ended |
Dec. 31, 2023 | |
Financial Information Of Parent Company | |
Condensed financial information of the parent company | Note 19 — Condensed financial information of the parent company The Company performed a test on the restricted net assets of consolidated subsidiary in accordance with Securities and Exchange Commission Regulation S-X Rule 4-08 (3), “General Notes to Financial Statements” and concluded that it was applicable for the Company to disclose the financial statements for the parent company. The subsidiary did not pay any dividend to the Company for the periods presented. For the purpose of presenting parent only financial information, the Company records its investment in its subsidiary under the equity method of accounting. Such investment is presented on the separate condensed balance sheets of the Company as “Investment in subsidiary” and the income of the subsidiary is presented as “share of income of subsidiary”. Certain information and footnote disclosures generally included in financial statements prepared in accordance with U.S. GAAP have been condensed and omitted. The Company did not have significant capital and other commitments, long-term obligations, or guarantees As of December 31, 2022 and 2023. PARENT COMPANY BALANCE SHEETS Schedule of condensed balance sheets December 31, 2022 December 31, 2023 December 31, 2023 RMB RMB USD ASSETS OTHER ASSETS Investment in subsidiaries 197,126,688 141,277,611 19,945,216 Total other assets 197,126,688 141,277,611 19,945,216 Total assets 197,126,688 141,277,611 19,945,216 LIABILITIES AND SHAREHOLDERS’ EQUITY Other payables and accrued liabilities 98,664 98,664 14,305 Warrant liabilities 425,619 62,200 8,782 Total liabiliteis 524,283 160,864 23,087 COMMITMENTS AND CONTINGENCIES SHAREHOLDERS’ EQUITY Ordinary shares,$0.001 par value 1 36,144 42,318 5,941 Additional paid-in capital 254,138,709 286,296,970 41,180,750 Accumulated deficit (65,500,622 ) (146,909,851 ) (20,668,617 ) Statutory reserves 11,110,699 3,052,776 431,019 Accumulated other comprehensive loss (3,182,525 ) (1,365,466 ) (1,026,964 ) Total shareholders’ equity 196,602,405 141,116,747 19,922,129 Total liabilities and shareholders’ equity 197,126,688 141,277,611 19,945,216 1 Par value has been adjusted for the reverse stock split effective February 2, 2024 (See Note 18 - Subsequent Event). PARENT COMPANY STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS Schedule of condensed statements of income and comprehensive income For the Years Ended December 31, 2022 2023 2023 RMB RMB USD OPERATING EXPENSES General and administrative (28,968 ) (32,164,435 ) (4,480,600 ) Total operating expenses (28,968 ) (32,164,435 ) (4,480,600 ) Equity income (loss) of subsidiaries (140,903,197 ) (114,125,394 ) (16,111,711 ) Total other income (expense), net (140,903,197 ) (114,125,394 ) (16,111,711 ) CHANGE IN FAIR VALUE OF WARRANT LIABILITIES 4,415,328 372,961 52,927 NET INCOME (136,458,901 ) (81,587,998 ) (11,578,184 ) FOREIGN CURRENCY TRANSLATION ADJUSTMENT 995,415 1,817,059 257,860 COMPREHENSIVE INCOME (135,463,486 ) (79,770,939 ) (11,320,324 ) PARENT COMPANY STATEMENTS OF CASH FLOWS Schedule of condensed statements of cash flows For the Years Ended December 31, 2022 2023 2023 RMB RMB USD CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) (136,458,901 ) (81,587,998 ) (11,578,184 ) Adjustments to reconcile net income to cash used in operating activities: Equity income (loss) of subsidiaries 140,903,197 114,125,394 16,111,711 Issuance of common shares under the Company’s 2023 Equity Incentive Plan - (32,164,435 ) (4,480,600 ) Change in fair value of warrant liabilities (4,415,328 ) (372,961 ) (52,927 ) Intercompany - - - Other payables and accrued liabilities (28,968 ) - - Net cash used in operating activities - - - CASH FLOWS FROM INVESTING ACTIVITIES: - - - Net cash (used in) provided by investing activities - - - CASH FLOWS FROM FINANCING ACTIVITIES: Net cash provided by financing activities - - - EFFECT OF EXCHANGE RATE ON CASH CHANGES IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH - - - CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of year - - - CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of year - - - |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”), regarding financial reporting, and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operation results. |
Principles of consolidation | Principles of consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries, which include the wholly-foreign owned enterprise (“WFOE”) over which the Company exercises control and, when applicable, entities for which the Company has a controlling financial interest or is the primary beneficiary. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation. |
Use of estimates and assumptions | Use of estimates and assumptions The preparation of 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 and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in the Company’s consolidated financial statements include the useful lives of property and equipment and intangible assets, impairment of long-lived assets and goodwill, allowance for doubtful accounts, provision for contingent liabilities, revenue recognition, right-of-use assets and lease liabilities, deferred taxes and uncertain tax position, purchase price allocations for business combination, the fair value of contingent consideration related to business acquisitions. Actual results could differ from these estimates. |
Foreign currency translation and other comprehensive income (loss) | Foreign currency translation and other comprehensive income (loss) The reporting currency of the Company was US Dollor (“USD”) for the years ended December 31, 2021 and December 31, 2022. On June 30, 2023, the Company determined that it would qualify as a foreign private issuer, as that term is defined in Rule 3b-4(c) promulgated under the Securities Exchange Act of 1934, beginning as of July 1, 2023. The Company therefore changed its reporting currency from USD to Chinese Renminbi (“RMB”) as of June 30, 2023. To enhance comparability of its consolidated financial statement, the Company presented financial information in both RMB and USD for the year ended December 31, 2023 as additional information to the reader. Pursuant to Accounting Standards Codification (“ASC”) 830 “Foreign Currency Matters”, the Company determined that its functional currency is RMB. MicroCloud and its Hong Kong subsidiaries, Quantum Edge HK Limited Translation adjustments included in accumulated other comprehensive loss amounted to RMB 3,182,525 and RMB 1,365,466 as of December 31, 2022 and 2023, respectively. The balance sheet amounts, with the exception of shareholders’ equity at December 31, 2022 and 2023 were translated at USD 1.00 to 6.8972 and to 7.0827, respectively. The average translation rates applied to statement of income accounts for the years ended December 31, 2021, 2022 and 2023 were USD 1.00 to RMB 6.3721 RMB 6.7290 7.0467 |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents primarily consist of bank deposits with original maturities of three months or less, which are unrestricted as to withdrawal and use. Cash and cash equivalents also consist of funds earned from the Company’s operating revenues which were held at third party platform fund accounts which are unrestricted as to immediate use or withdraw. The Company maintains most of its bank accounts in the PRC. |
Accounts receivable, net | Accounts receivable, net Accounts receivable include trade accounts due from customers. Accounts are considered overdue after 90 days. Management reviews its receivables on a regular basis to determine if the bad debt allowance is adequate and provides allowance when necessary. The allowance is based on management’s best estimates of specific losses on individual customer exposures, as well as the historical trends of collections. Account balances are charged off against the allowance after all means of collection have been exhausted and the likelihood of collection is not probable. As of December 31, 2023 and 2022, the Company has RMB 4,588,786 4,862,941 |
Short term investments | Short term investments Short-term investments are investments in wealth management product with underlying in cash, bonds and equity funds. The investments can be redeemed any time and the investment was recorded at fair value. The gain (loss) from sale of any investments and fair value change are recognized in the statements of income and comprehensive income. |
Inventories | Inventories Inventories are comprised of finished goods and are stated at the lower of cost or net realizable value using the weighted average method. Management reviews inventories for obsolescence and cost in excess of net realizable value periodically when appropriate and records a reserve against the inventory when the carrying value exceeds net realizable value. As of December 31, 2023 and 2022, the Company has an allowance of RMB 176,459 176,459 |
Prepaid services fees | Prepaid services fees Prepaid services fees are mainly payments made to vendors or services providers for future services. These amounts are refundable and bear no interest. Prepaid services fees also include money deposited with certain channel providers to ensure the contents of the advertisement do not violate the terms of the channel providers. The deposits usually have one year term and are refundable upon contract termination. Management reviews its prepaid services fees on a regular basis to determine if the allowance is adequate and adjusts the allowance when necessary. As of December 31, 2022 and 2023, no allowance was deemed necessary. |
Prepayments, other current assets and deposits, net | Prepayments, other current assets and deposits, net Prepayments and other current assets are mainly payments made to vendors or service providers for purchasing goods or services that have not been received or provided, deposits for rent and utilities and employee advances. This amount is refundable and bears no interest. Prepayment and deposit are classified as either current or non-current based on the terms of the respective agreements. These advances are unsecured and are reviewed periodically to determine whether their carrying value has become impaired. As of December 31, 2023 and 2022, the Company made Nil and RMB 3,300 |
Property and equipment, net | Property and equipment, net Property and equipment are stated at cost less accumulated depreciation and impairment if applicable. Depreciation is computed using the straight-line method over the estimated useful lives of the assets with 5% residual value. The estimated useful lives are as follows: Schedule of estimated useful lives Useful Life Office equipment 3 Mechanical equipment 3 5 Electronic equipment 3 5 |
Cost method investments | Cost method investments The Company accounts for investments with less than 20% of the voting shares and does not have the ability to exercise significant influence over operating and financial policies of the investee using the cost method. The Company records cost method investments at the historical cost in its consolidated financial statements and subsequently records any dividends received from the net accumulated earrings of the investee as income. Dividends received in excess of earnings are considered a return of investment and are recorded as reduction in the cost of the investments. Cost method investments are evaluated for impairment when facts or circumstances indicate that the fair value of the long-term investments is less than its carrying value. An impairment is recognized when a decline in fair value is determined to be other-than-temporary. The Company reviews several factors to determine whether a loss is other-than-temporary. These factors include, but are not limited to, the: (i) nature of the investment; (ii) cause and duration of the impairment; (iii) extent to which fair value is less than cost; (iv) financial condition and near term prospects of the investments; and (v) ability to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value. |
Intangible assets, net | Intangible assets, net The Company’s intangible assets with definite useful lives primarily consist of customer relationships, software, and non-competing agreements. Identifiable intangible assets resulting from the acquisitions of subsidiaries accounted for using the purchase method of accounting are estimated by management based on the fair value of assets received. The Company amortizes its intangible assets with definite useful lives over their estimated useful lives and reviews these assets for impairment. The Company typically amortizes its intangible assets with definite useful lives on a straight-line basis over the shorter of the contractual terms or the estimated useful lives of three to ten years. |
Goodwill | Goodwill Goodwill represents the excess of the consideration paid of an acquisition over the fair value of the net identifiable assets of the acquired subsidiaries at the date of acquisition. Goodwill is not amortized and is tested for impairment at least annually, more often when circumstances indicate impairment may have occurred. Goodwill is carried at cost less accumulated impairment losses. If impairment exists, goodwill is immediately written off to its fair value and the loss is recognized in the consolidated statements of operations and comprehensive loss. Impairment losses on goodwill are not reversed. The Company reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist annually or more frequently if events and circumstances indicate that it is more likely than not that an impairment has occurred. The Company has the option to assess qualitative factors to determine whether it is necessary to perform further impairment testing in accordance with ASC 350-20, as amended by ASU 2017-04. If the Company believes, as a result of the qualitative assessment, that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, then the impairment test described below is required. The Company compares the fair values of each reporting unit to its carrying amount, including goodwill. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired. If the carrying amount of a reporting unit exceeds its fair value, impairment is recognized for the difference, limited to the amount of goodwill recognized for the reporting unit. Estimating fair value is performed by utilizing various valuation techniques, with the primary technique being a discounted cash flow. |
Impairment for long-lived assets | Impairment for long-lived assets Long-lived assets, including property and equipment and intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. |
Business combination | Business combination The purchase price of an acquired company is allocated between tangible and intangible assets acquired and liabilities assumed from the acquired business based on their estimated fair values, with the residual of the purchase price recorded as goodwill. Transaction costs associated with business combinations are expensed as incurred, and are included in general and administrative expenses in the Company’s consolidated statements of operations. The results of operations of the acquired business are included in the Company’s operating results from the date of acquisition. |
Fair value measurement | Fair value measurement The accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company. The accounting standards define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement and enhance disclosure requirements for fair value measures. The three levels are defined as follow: ● Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. ● Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. |
Warrants liabilities | Warrants liabilities The Company accounts for warrants (Public Warrants or Private Warrants) as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the consolidated statements of operations. The Company has elected to account for its Public Warrants as equity and the Private Warrants as liabilities. |
Revenue recognition | Revenue recognition Effective January 1, 2019, the Company adopted ASC Topic 606 using the modified retrospective adoption method. Based on the requirements of ASC Topic 606, revenue is recognized when control of the promised goods or services is transferred to the customers in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those goods or services. The Company primarily sells its products to hospitals and medical equipment companies. Revenue is recognized when the following 5-step revenue recognition criteria are met: 1) Identify the contract with a customer 2) Identify the performance obligations in the contract 3) Determine the transaction price 4) Allocate the transaction price 5) Recognize revenue when or as the entity satisfies a performance obligation The Company’s revenue recognition policies effective upon the adoption of ASC 606 are as follows: (i) Holographic Solutions a. Holographic Technology LiDAR Products The Company generates LiDAR revenue through selling integrated circuit board embedded with holographic software. The Company typically enters into written contracts with its customer where the rights of the parties, including payment terms, are identified and sales prices to the customers are fixed with no separate sales rebate, discount, or other incentive and no right of return exists on sales of inventory. The Company’s performance obligation is to deliver products according to contract specifications. The Company recognizes product revenue at a point in time when the control of products is transferred to customers. b. Holographic Technology Intelligence Vision software and Technology Development Service The Company generates revenue by developing ADAS software and technology, which are generally on a fixed-priced basis. The Company has no alternative use for the customized software and the Company has an enforceable right to payment for performance completed to date. Revenues from ADAS software development contracts are recognized over time during the contract period based on the Company’s measurement of progress towards completion using input method, which is usually measured by comparing labor hours expended to date to total estimated labor hours needed to satisfy the performance obligation. Assumptions, risks and uncertainties inherent in the estimates used to measure progress could affect the amount of revenues, receivables and deferred revenues at each reporting period. The Company has a long history of developing various ADAS software resulting in its ability to reasonably estimate the progress toward completion on each fixed price customized contracts. c. Holographic Technology Licensing and Content Products The Company provides holographic content products and holographic software for music videos, shows, and commercials on a fixed-price basis. These contents and software are generally pre-developed and exist when made available to the customer. Content products are delivered through its website or offline using hard drive. Revenues from licensing and content products are recognized at the point in time when the control of products or services is transferred to customers. No upgrades, maintenance, or any other post-contract customer support are provided. d. Holographic Technology Hardware Sales The Company is a distributer of holographic hardware and generates revenue through resale. In accordance with ASC 606, revenue recognition: principal agent consideration, an entity is a principal if it controls the specified good or service before that good or service is transferred to a customer. Otherwise, the entity is an agent in the transaction. The Company evaluates three indicators of control in accordance with ASU 2016-08: 1) For hardware sales, the Company is the most visible entity to customers and assumes fulfilment risk and risks related to the acceptability of products, including addressing customer complaints directly and handling of product returns or refunds directly. 2) The Company assumes inventory risk after taking the title from vendors and is responsible for product damage during shipment period prior to acceptance of its customers and is also responsible for product return if the customer is not satisfied with the products. 3) The Company determines the resale price of hardware products. 4) The Company is the party that directs the use of the inventory and can prevent the vendor from transferring the product to a customer or to redirect the products to a different customer. After evaluating the above scenario, the Company considers itself the principal of these arrangements and records hardware sales revenue on a gross basis. Hardware sales contracts are on a fixed price basis with no separate sales rebate, discount, or other incentive. Revenue is recognized at a point in time when the Company has delivered products and the acceptance by its customer with no future obligation. The Company generally permits returns of products due to deficits; however, returns are historically insignificant. (ii) Holographic Technology Service Holographic advertisements are the use of holographic technology integrated into advertisements on media platforms and offline display. The Company enters advertising contracts with advertisers to promote merchandises and services where the price, which is generally based on cost per action (“CPA”), is fixed and determinable. The Company provides its advertising service to channel providers where the amounts cost per action are also fixed and determinable. Revenue is recognized at a point of time when agreed actions are performed. The Company considers itself as provider of the services under the CPA model as it has the control of the services at any time before it is transferred to the customers which is evidenced by 1) having a right to a service to be performed by the other party, which gives the Company the ability to direct that party to provide the service to the customers on the Company’s behalf. 2) having discretion in setting the price for the service 3) billing monthly advertising fee directly to customers by settling valid CPA data with customers. Therefore, the Company acts as the principal of these arrangements and reports revenue earned and costs incurred related to these transactions on a gross basis. The Company also provides advertisement services through influencers on social networks. The Company charges advertisers a fixed rate, which is generally a fixed percentage of total value of merchandise sold over a specific period (“GMV”). Revenue is recognized at a point of time when merchandise is sold through social network. The Company’s SDK service is a collection of software development tools in one installable package that enables customers (usually software developers) to add holographic functionality and run holographic advertisements in their APPs or software. SDK contracts are primarily on a fixed rate basis, or cost per SDK Connection. The Company recognizes SDK service revenue at a point in time when a user completes an SDK connection via a designated portal. Service fees are generally billed monthly based on per-connection basis. The Company also provides game promotion services for game developers and licensed game operators. The Company acted as a marketing channel that it will promote the games through in-house or third-party platforms, from which users can download the mobile and purchase virtual currency for in game premium features to enhance their game playing experience. The Company contracts with third party payment platforms for collection services offered to game players who have purchased virtual currency. The game developers, licensed operator, payment platforms and the marketing channels are entitled to profit sharing based on a prescribed percentage of the gross amount charged to the game players. The Company’s obligation in the promotion services is completed at a point in time when the game players made a payment to purchase virtual currency. The Company considered itself an agent in these arrangements since it does not control the services at any time. Accordingly, the Company records the game promotion service revenue on a net basis. Contract balances The Company records receivable related to revenue when it has an unconditional right to invoice and receive payment. Payments received from customers before all the relevant criteria for revenue recognition met are recorded as deferred revenue. The Company’s disaggregated revenue streams are summarized and disclosed in Note 17. |
Cost of revenues | Cost of revenues For holographic solutions, the cost of revenue consists primarily of the costs of hardware products sold and outsourced content providers, third party software development costs, and compensation expenses for the Company’s professionals. For holographic technology service, the cost of revenue consists primarily of costs paid to channel distributors for advertising services and compensation expenses for the Company’s professionals. |
Advertising costs | Advertising costs Advertising costs are expensed as incurred and included in selling expenses. Advertising costs are historically immaterial to the Company’s operating expenses. Advertising costs amounted to RMB 148,521 3,735,551 2,727,591 |
Research and development | Research and development Research and development expenses include salaries and other compensation-related expenses to the Company’s research and product development personnel, outsourced subcontractors, as well as office rental, depreciation and related expenses for the Company’s research and product development team. |
Value added taxes (“VAT”) | Value added taxes (“VAT”) Revenue represents the invoiced value of service, net of VAT. VAT is based on the gross sales price. The VAT rate is 6% on services and 13% on goods in China. Entities that are VAT general taxpayers are allowed to offset qualified input VAT paid to suppliers against their output VAT liabilities. Net VAT balance between input VAT and output VAT is recorded in taxes payable. All of the VAT returns filed by the Company’s subsidiaries in China, have been and remain subject to examination by the tax authorities for five years from the date of filing. |
Income taxes | Income taxes The Company accounts for current income taxes in accordance with the laws of the relevant tax authorities. The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred taxes is accounted for using the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. No penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. |
Other Income, net | Other Income, net Other Income includes government subsidies which are amounts granted by local government authorities as an incentive for companies to promote development of the local technology industry. The Company receives government subsidies related to government sponsored projects and records such government subsidies as a liability when it is received. The Company records government subsidies as other income when there is no further performance obligation. Total government subsidies amounted to RMB 76,988 478,809 844,332 |
Leases | Leases Effective January 1, 2022, the Company adopted ASU 2016-02, “Leases” (Topic 842), and elected the practical expedients that does not require us to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. The Company also adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component. On January 1, 2022, the Company recognized approximately RMB 5.7 million (USD 0.9 million) of right of use (“ROU”) assets and approximately RMB 5.7 million (USD 0.9 million) of operating lease liabilities based on the present value of the future minimum rental payments of leases, using incremental borrowing rate of 5.6% to 7%. The Company determines if a contract contains a lease at inception. US GAAP requires that the Company ’ ’ When determining the lease payments for an operating lease transitioning to ASC 842 using the effective date, it’s based on future payments at the transition date, based on the present value of lease payments over the remaining lease term. Since the implicit rate for the Company’s leases is not readily determinable, the Company use its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term. Lease terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as the Company does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers the economic life of its operating lease ROU assets to be comparable to the useful life of similar owned assets. The Company has elected the short-term lease exception, therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less. Its leases generally do not provide a residual guarantee. The operating lease ROU asset also excludes lease incentives. Lease expense is recognized on a straight-line basis over the lease term. The Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of operating lease liabilities in any tested asset group and include the associated operating lease payments in the undiscounted future pre-tax cash flows. |
Share-based compensation | Share-based compensation The Company records share-based compensation expense for employees by allocations from MicroCloud using a proportional cost allocation method by considering the headcount and its estimates of each employee’s time attributable to the Company. The share-based compensation expenses are valued at fair value on the grant date when the reward is approved. Share-based compensation is recognized net of forfeitures, as amortized expense on a straight-line basis over the requisite service period, which is the vesting period. The Company accounts for share-based compensation expenses using an estimated forfeiture rate at the time of grant and revising, if necessary, in subsequent periods if actual forfeitures differ from initial estimates. Share-based compensation expenses are recorded net of estimated forfeitures such that expenses are recorded only for those share-based awards that are expected to vest. |
Employee benefit | Employee benefit The full-time employees of the Company are entitled to staff welfare benefits including medical care, housing fund, pension benefits, unemployment insurance and other welfare, which are government mandated defined contribution plans. The Company is required to accrue for these benefits based on certain percentages of the employees’ respective salaries, subject to certain ceilings, in accordance with the relevant PRC regulations, and make cash contributions to the state-sponsored plans out of the amounts accrued. Total expenses for the plans were RMB 3,414,706 4,630,467 1,512,164 |
Non-controlling interests | Non-controlling interests Our non-controlling interests represent the minority shareholders’ ownership interests related to our subsidiaries, including 44% for Ocean HK and its subsidiaries. The non-controlling interests are presented in the consolidated balance sheets separately from equity attributable to our shareholders. Non-controlling interests in the results of us are presented on the consolidated statement of income as allocations of the total income or loss for the year ended December 31, 2023 between non-controlling interest holders and our shareholders. Non-controlling interests consist of the following: Schedule of noncontrolling interests December 31, December 31, December 31, RMB RMB USD Ocean HK 291,921 86,196 14,187 Total non-controlling interests 291,921 86,196 14,187 |
Earnings per share | Earnings per share The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average ordinary share outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of the potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. |
Statutory reserves | Statutory reserves Pursuant to the laws applicable to the PRC, PRC entities must make appropriations from after-tax profit to the non-distributable “statutory surplus reserve fund”. Subject to certain cumulative limits, the “statutory surplus reserve fund” requires annual appropriations of 10% of after-tax profit until the aggregated appropriations reach 50% of the registered capital (as determined under accounting principles generally accepted in the PRC (“PRC GAAP”) at each year-end). For foreign invested enterprises and joint ventures in the PRC, annual appropriations should be made to the “reserve fund”. For foreign invested enterprises, the annual appropriation for the “reserve fund” cannot be less than 10% of after-tax profits until the aggregated appropriations reach 50% of the registered capital (as determined under PRC GAAP at each year-end). If the Company has accumulated loss from prior periods, the Company is able to use the current period net income after tax to offset against the accumulate loss. |
Segment reporting | Segment reporting FASB ASC 280, Segment Reporting, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s business segments. The Company’s chief operating decision maker is the Chief Executive Officer, who reviews the financial information of the separate operating segments when making decisions about allocating resources and assessing the performance of the group. Majority of the Company's business activities are carried out in PRC, hence no geographical segment is disclosed. The Company has determined two operating segments: (1) Holographic solutions, and (2) Holographic technology service. |
Recently issued accounting pronouncements | Recently issued accounting pronouncements In May 2019, the FASB issued ASU 2019-05, which is an update to ASU Update No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. The amendments in Update 2016-13 added Topic 326, Financial Instruments — Credit Losses, and made several consequential amendments to the Codification. Update 2016-13 also modified the accounting for available-for-sale debt securities, which must be individually assessed for credit losses when fair value is less than the amortized cost basis, in accordance with Subtopic 326-30, Financial Instruments — Credit Losses — Available-for-Sale Debt Securities. The amendments in this Update address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For those entities, the targeted transition relief will increase comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets. Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13 while still providing financial statement users with decision-useful information. In November 2019, the FASB issued ASU No. 2019-10, which to update the effective date of ASU No. 2016-02 for private companies, not-for-profit organizations and certain smaller reporting companies applying for credit losses, leases, and hedging standard. The new effective date for these preparers is for fiscal years beginning after December 15, 2022. The adoption of this ASU does not have a material effect on the Company’s consolidated financial statements. In October 2020, the FASB issued ASU 2020-08, “Codification Improvements to Subtopic 310-20, Receivables — Nonrefundable Fees and Other Costs”. The amendments in this Update represent changes to clarify the Codification. The amendments make the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. ASU 2020-08 is effective for the Company for annual and interim reporting periods beginning July 1, 2021. Early application is not permitted. All entities should apply the amendments in this Update on a prospective basis as of the beginning of the period of adoption for existing or newly purchased callable debt securities. These amendments do not change the effective dates for Update 2017-08. The adoption of this new standard does not have material impact on Company’s consolidated financial statements and related disclosures. In October 2021, the FASB issued ASU 2021-08, “Business Combinations”. The amendments in this Update address how to determine whether a contract liability is recognized by the acquirer in a business combination and resolve the inconsistency of measuring revenue contracts with customers acquired in a business combination by providing specific guidance on how to recognize and measure acquired contract assets and contract liabilities from revenue contracts in a business combination. The amendments in this Update apply to all entities that enter into a business combination within the scope of Subtopic 805-10, Business Combination-Overalls. For public business entities, ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early application is permitted. The amendments in this Update should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements. Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheets, statements of income and comprehensive income and statements of cash flows. |
Nature of business and organi_2
Nature of business and organization (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of accompanying consolidated financial statements | Schedule of accompanying consolidated financial statements Name Background Ownership MC Hologram Inc (“MC”) - A Cayman Islands company 100% owned by MicroCloud - Formed on November 10, 2020 - Registered capital of USD 50,000 - Primarily engages in holographic integrated solutions. Quantum Edge HK Limited (“Mengyun HK”) - A Hong Kong company 100% owned by MC - Formed on November 25, 2020 - Registered capital of HK 10,000 (USD 1,290) - A holding company Beijing Xihuiyun Technology Co., Ltd (“Beijing Xihuiyun”) - PRC limited liability company 100% owned by Mengyun HK - Formed on May 11, 2021 - Registered capital of RMB 207,048,000 (USD 30,000,000) - A holding company Shanghai Mengyun Holographic Technology Co., Ltd. (“Shanghai Mengyun”) - A PRC limited liability company 81.63% owned by Beijing Xihuiyun and 18.37% owned by Mengyun HK - Formed on March 24, 2016 - Registered capital of RMB 27,000,000 (USD 4,316,665) - Primarily engages in holographic integrated solutions. Name Background Ownership Shenzhen Mengyun Holographic Technology Co., Ltd. (“Shenzhen Mengyun”) - A PRC limited liability company 100% owned by Shanghai Mengyun - Formed on March 15, 2016 - Registered capital of RMB 10,000,000 (USD 1,538,461) - Primarily engages in holographic integrated solutions. Shenzhen Qianhai Youshi Technology Co., Ltd. (“Qianhai Youshi”) - A PRC limited liability company 100% owned by Shanghai Mengyun - Formed on August 14, 2014 - Registered capital of RMB 10,000,000 (USD 1,538,461) - Primarily engages in holographic content sales and SDK software services. - Sold on September 30, 2023 Shenzhen Yijia Network Technology Co., Ltd. (“Yijia Network”) - A PRC limited liability company 100% owned by Qianhai Youshi - Formed on September 25, 2008 - Registered capital of RMB 10,000,000 (USD 1,538,461) - Primarily engages in holographic content sales and SDK software services. - Sold on September 30, 2023 Horgos Youshi Network Technology Co., Ltd. (“Horgos Youshi”) - A PRC limited liability company 100% owned by Qianhai Youshi - Formed on November 2, 2020 - Registered capital of RMB 10,000,000 (USD 1,538,461) - Primarily engages in holographic content sales and SDK software services. - Sold on September 30, 2023 Horgos Weiyi Software Technology Co., Ltd. (“Horgos Weiyi”) - A PRC limited liability company 100% owned by Shenzhen Mengyun - Formed on September 6, 2016 - Registered capital of RMB 10,000,000 (USD 1,538,461) - Primarily engages in holographic integrated solutions. Shenzhen BroadVision Technology Co., Ltd. (“Shenzhen Bowei”) - A PRC limited liability company 100% owned by Shenzhen Mengyun - Formed on April 12, 2016 - Registered capital of RMB 10,000,000 (USD 1,538,461) - Primarily engages in holographic PCBA solutions. Mcloudvr Software Network Technology HK Co., Limited (“Mcloudvr HK”) - A Hong Kong company 100% owned by Shenzhen Mengyun - Formed on February 2, 2016 - Registered capital of HKD 100,000 (USD 12,882) - Primarily engages in holographic integrated solutions. Name Background Ownership Shenzhen Tianyuemeng Technology Co., Ltd. (“Shenzhen Tianyuemeng”) - A PRC limited liability company 100% owned by Shenzhen Mengyun - Formed on January 6, 2014 - Registered capital of RMB 20,000,000 (USD 3,076,922) - Primarily engages in holographic advertising services. - Sold on September 30, 2023 Shenzhen Yunao Hongxiang Technology Co., Ltd. (“Shenzhen Yunao”) - A PRC limited liability company 100% owned by Shenzhen Mengyun - Formed on December 3, 2021 - Registered capital of RMB 5,000,000 (USD 784,671) - Advertising service - Dissolved on August 11, 2023 Broadvision Intelligence (Hong Kong), Ltd. (“Broadvision HK”) - A Hong Kong company 100% owned by Shenzhen Bowei - Formed on November 5, 2020 - Registered capital of HKD 10,000 (USD 1,288) - No operation Horgos BroadVision Technology Co., Ltd. (“Horgos Bowei”) - A PRC limited liability company 100% owned by Shenzhen Bowei - Formed on November 4, 2020 - Registered capital of RMB 1,000,000 (USD 153,846) - Primarily engages in holographic PCBA solutions. Horgos Tianyuemeng Technology Co., Ltd. (“Horgos Tianyuemeng”) - A PRC limited liability company 100% owned by Shenzhen Tianyuemeng - Formed on October 23, 2020 - Registered capital of RMB 1,000,000 (USD 153,846) - Primarily engages in SDK software services. - Sold on September 30, 2023 Horgos Tianyuemeng Technology Co., Ltd.-Shenzhen Branch (“Horgos Tianyuemeng-SZ”) - A PRC limited liability company 100% owned by Horgos Tianyuemeng - Formed on March 19, 2021 - Registered capital of RMB 1,000,000 (USD 153,846) - No operation - Dissolved on December 10, 2021 Ocean Cloud Technology Co., Limited. (“Ocean HK”) - A Hong Kong company 56% owned by Mcloudvr HK - Formed on November 4, 2021 - Registered capital of HKD 10,000 (USD 1,288) - No operation Shenzhen Haiyun Xinsheng Technology Co., Ltd. (“Shenzhen Haiyun”) - A PRC limited liability company 100% owned by Ocean HK - Formed on December 3, 2021 - Registered capital of RMB 50,000,000 (USD 7,846,707) - No operation Name Background Ownership Shenzhen Tata Mutual Entertainment Information Technology Co., Ltd. (“Shenzhen Tata”) - A PRC limited liability company 100% owned by Shenzhen Haiyun - Formed on January 16, 2020 - Disposed on June 30, 2022 - Registered capital of RMB 5,000,000 (USD 784,671) Shenzhen Youmi Technology Co., Ltd. (“Shenzhen Youmi”) - A PRC limited liability company 100% owned by Shenzhen Haiyun - Formed on March 17, 2022 - Registered capital of RMB 5,000,000 (USD 784,671) - Game promotion and advertising service - Disposed on May 31, 2023 Shenzhen Yushian Technology Co., Ltd. (“Shenzhen Yushi”) - A PRC limited liability company 100% owned by Shenzhen Haiyun - Formed on February 18, 2022 - Registered capital of RMB 5,000,000 (USD 784,671) - Advertising service Horgos Tata Mutual Entertainment Information Technology Co., Ltd. (“Horgos Tata”) - A PRC limited liability company 100% owned by Shenzhen Tata - Formed on March 22, 2022 - Sold on June 30, 2022 - Registered capital of RMB 5,000,000 (USD 784,671) - Game promotion service Horgos Youmi Technology Co., Ltd. (“Horgos Youmi”) - A PRC limited liability company 100% owned by Shenzhen Youmi - Formed on January 29, 2022 - Registered capital of RMB 5,000,000 (USD 784,671) - Advertising service - Disposed on May 31, 2023 Horgos Yushian Technology Co., Ltd. (“Horgos Yushi”) - A PRC limited liability company 100% owned by Shenzhen Yushi - Formed on March 24, 2022 - Registered capital of RMB 5,000,000 (USD 784,671) - Advertising service - Dissolved on December 18, 2023 Kashgar Youshi Information Technology Co., Ltd. (“Kashgar Youshi”) - A PRC limited liability company 100% owned by Qianhai Youshi - Formed on May 5, 2016 - Registered capital of RMB 5,000,000 (USD 769,230) - Primarily engages in holographic content sales and SDK software services. - Disposed on September 30, 2023 Beijing Weixiaohai Technology Co., Ltd. (“Beijing Weixiaohai”) - A PRC limited liability company 100% owned by Shenzhen Haiyun - Formed on April 17, 2019 - Registered capital of RMB 8,000,000 (USD 1,124,622) - Primarily engages in Advertising service. - Disposed on October 1, 2022 |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives | Schedule of estimated useful lives Useful Life Office equipment 3 Mechanical equipment 3 5 Electronic equipment 3 5 |
Schedule of noncontrolling interests | Schedule of noncontrolling interests December 31, December 31, December 31, RMB RMB USD Ocean HK 291,921 86,196 14,187 Total non-controlling interests 291,921 86,196 14,187 |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Reverse Recapitalization | |
Schedule of consummation of merger | Schedule of consummation of merger Shares Ordinary shares of Golden Path, outstanding prior to Merger 575,000 Less redemption of Golden Path shares (218,247 ) Public shares following redemptions 356,753 Shares issued upon closing to public shareholders (from rights) 57,500 Founder (Sponsor) Shares 170,800 Shares issued upon closing to Sponsor (from rights) 2,705 Shares issued upon closing to Finder (engaged Peace Asset) 38,000 MC shares 4,455,446 Total shares of common stock immediately after Merger 5,081,204 |
Deconsolidation (Tables)
Deconsolidation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deconsolidation | |
Schedule of net assets of entities disposed | Schedule of net assets of entities disposed Total Shenzhen Qianhai Shenzhen RMB Total current assets 190,895 19,941,843 46,349,666 66,482,404 Total other assets 491,638 39,323 530,961 Total assets 190,895 20,433,481 46,388,989 67,013,365 Total current liabilities 1,087,529 9,942,040 41,716,102 52,745,671 Total net assets (896,634 ) 10,491,441 4,672,887 14,267,694 Total consideration Total loss on disposal (10 ) (3,491,441 ) (1,672,887 ) (5,164,338 ) |
Accounts receivable, net (Table
Accounts receivable, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Credit Loss [Abstract] | |
Schedule of accounts receivable, net | Schedule of accounts receivable, net December 31, December 31, December 31, RMB RMB USD Accounts receivable 85,215,404 14,431,613 2,037,586 Less: allowance for doubtful accounts (4,862,941 ) (4,588,786 ) (647,886 ) Accounts receivable, net 80,352,463 9,842,827 1,389,700 |
Schedule of allowance for doubtful accounts | Schedule of allowance for doubtful accounts December 31, December 31, December 31, RMB RMB USD Beginning balance 1,886,467 4,862,941 705,060 Provision for doubtful accounts 2,976,474 274,155 38,708 Exchange rate difference - - (95,882 ) Ending balance 4,862,941 4,588,786 647,886 |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | Schedule of property and equipment, net December 31, December 31, December 31, RMB RMB USD Office equipment 1,140,456 1,005,558 141,974 Mechanical equipment 1,059,178 1,059,178 149,544 Electronic and other equipment 2,454,537 3,167,783 447,256 Vehicles 43,982 43,982 6,210 Subtotal 4,698,153 5,276,501 744,984 Less: accumulated depreciation (3,050,277 ) (3,678,367 ) (519,345 ) Total 1,647,876 1,598,134 225,639 Depreciation expense for the years ended December 31, 2021, 2022 and 2023 amounted to RMB 294,514 464,999 807,722 114,624 |
Intangible assets, net (Tables)
Intangible assets, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets Net | |
Schedule of intangible assets, net | Schedule of intangible assets, net December 31, December 31, December 31, RMB RMB USD Customer relationships 13,300,000 1,300,000 183,546 Software 14,745,632 10,241,786 1,446,028 Non-compete agreements 2,300,000 400,000 56,476 Subtotal 30,345,632 11,941,786 1,686,050 Less: accumulated amortization (14,969,108 ) (8,087,239 ) (1,141,830 ) Less: intangible assets impairment loss - (3,854,547 ) (544,220 ) Intangible assets, net 15,376,524 - - |
Investments in unconsolidated_2
Investments in unconsolidated entities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Schedule of Investments [Abstract] | |
Schedule of investments | Schedule of investments December 31, December 31, December 31, RMB RMB USD Equity investments without readily determinable fair value: 19.9% Investment (1) 2,000,000 2,000,000 282,378 4.4% Investment (2) 500,000 500,000 70,595 5% Investment (3) 600,000 600,000 84,713 3% Investment (4) 1,000,000 1,000,000 141,189 2% Investment (5) - 600,000 84,713 Impairment (4,100,000 ) (4,100,000 ) (578,875 ) Total - 600,000 84,713 (1) In August 2016, Shenzhen Mengyun invested RMB 2,000,000 in a company in the technology development and animation design areas for 19.9% equity interest. Due to the continual losses, the Company believes that the probability of recovering the investment is low. Therefore, the Company accrued RMB 2,000,000 impairment loss for the investment in 2018. (2) In November 2015, Shanghai Mengyun invested RMB 500,000 in a company in the database service for 4.44% equity interest. Due to the continual losses, the Company believes that the probability of recovering the investment is low. Therefore, the Company accrued RMB 500,000 impairment loss for the investment in 2018. (3) In September 2021, Shenzhen Mengyun invested RMB 600,000 in a company specializing in research and development of smart wearable devices for 5% equity interest. Due to the continual losses, the Company believes that the probability of recovering the investment is low. Therefore, the Company accrued RMB 600,000 impairment loss for the investment in 2022. (4) In October 2021, Shenzhen Mengyun invested RMB 1,000,000 in a company specializing in VR/AR education technology for 3% equity interest. Due to the continual losses, the Company believes that the probability of recovering the investment is low. Therefore, the Company accrued RMB 1,000,000 impairment loss for the investment in 2022. (5) In March 2023, Shenzhen Mengyun invested RMB 600,000 in a company in the technology development and animation design areas for 2% equity interest. |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | Schedule of goodwill December 31, December 31, December 31, RMB RMB USD Goodwill from Shenzhen Bowei acquisition* 9,729,086 - - Goodwill from Shenzhen Tianyuemeng acquisition** 11,426,811 - - Goodwill 21,155,897 - - * On July 1, 2020, Shenzhen Mengyun entered into acquisition agreement to acquire 100% equity interests of Shenzhen Bowei, a provider of holographic PCBA solutions. The transaction consummated on July 1, 2020. According to the agreement, acquisition consideration is RMB 20,000,000 (approximately USD 3.1 million) to acquire the 100% equity interests of Shenzhen Bowei. Acquired amortizable intangible assets includes customer relationship, software, and non-compete agreements. Approximately RMB 9.7 million (USD 1.5 million) of goodwill arising from the acquisition is mainly attributable to the excess of the consideration paid over the fair value of the net assets acquired that cannot be recognized separately as identifiable assets under U.S. GAAP, and comprise (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition. According to the evaluation report from King Kee, the Fair Value of Shenzhen Bowei is RMB 5,300,000, while the carrying value of RMB 15,259,000, so the goodwill shall be fully impaired. ** On October 1, 2020, Shenzhen Mengyun entered into acquisition agreement to acquire 100% equity interests of Shenzhen Tianyuemeng, an entity focused on holographic advertising services. The transaction consummated on October 1, 2020. According to the agreement, acquisition consideration is RMB 30,000,000 (approximately USD 4.6 million) to acquire the 100% equity interests of Shenzhen Tianyuemeng. Acquired amortizable intangible assets includes customer relationship, software, and non-compete agreements. Approximately RMB 11.4 million (USD 1.8 million) of goodwill arising from the acquisition is mainly attributable to the excess of the consideration paid over the fair value of the net assets acquired that cannot be recognized separately as identifiable assets under U.S. GAAP, and comprise (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition. On September 28, 2023, the Company’s board approved the equity transfer agreement between Shenzhen Mengyun and nengshen, to transfer 100% equity interest of Shenzhen Tianyuemeng Technology Co., Ltd and its subsidiaries Horgos Tianyuemeng Technology Co., Ltd., Ltd. and goodwill goes down to nil. |
Schedule of goodwill reportable segments | Schedule of goodwill reportable segments Holographic Holographic Total As of December 31, 2022 9,729,086 11,426,811 21,155,897 Less: goodwill impairment loss (9,729,086 ) - (9,729,086 ) equity transfer loss - (11,426,811 ) (11,426,811 ) As of December 31, 2023 - - - |
Related party transactions an_2
Related party transactions and balances (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of related parties | Schedule of related parties Name of Related Parties Relationship Nature December 31, 2022 December 31, December 31, RMB RMB USD Shenzhen Ultimate Holographic Culture Communication Co., Ltd Shenzhen Mengyun’s 19.9% equity investment Advances for operational purposes, no interest, due on demand 60,280 - - Total: 60,280 - - The amounts due to related parties consists of the following: Name of Related Parties Relationship Nature December 31, 2022 December 31, December 31, RMB RMB USD Yuxiu Han. Former shareholder and current legal representative of Shenzhen Bowei Advances for operational purpose, no interest, due on demand 350,000 - - Total: 350,000 - - |
Taxes (Tables)
Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax expense benefit | Schedule of income tax expense benefit For the For the For the For the RMB RMB RMB USD Current income tax expenses 47,145 54,335 (100,859 ) (14,313 ) Deferred income tax benefits (841,948 ) (880,475 ) (4,038,047 ) (573,041 ) Income tax expenses (794,803 ) (826,140 ) (4,138,906 ) (587,354 ) |
Schedule of effective income tax rate reconciliation | Schedule of effective income tax rate reconciliation For the For the For the China statutory income tax rate 25.00 % 25.00 % 25.00 % Preferential tax rate reduction (24.76 )% (24.51 )% (37.28 )% Change in valuation allowance 0.44 % (2.01 )% (15.37 )% Additional R&D deduction in China (1.24 )% 0.83 % 1.38 % Permanent difference (0.37 )% (0.06 )% (0.20 )% Tax rate difference outside China (1) (0.04 )% 0.04 % (0.05 )% Effective tax rate (0.97 )% (0.71 )% (26.52 )% (1) It is mainly due to the lower tax rate of the entities incorporated in Hong Kong, and tax exempt in Cayman Islands. |
Schedule of deferred tax assets and liabilities | Schedule of deferred tax assets and liabilities December 31, December 31, December 31, RMB RMB USD Deferred tax assets: Allowance for doubtful accounts 256,868 258,718 36,528 Impairment loss for investment 240,000 240,000 33,885 Net operating loss carry forward 3,409,722 18,180,820 2,566,934 Inventory reserve 26,469 26,469 3,737 Right of use 14,110 152,685 21,558 Less: valuation allowance (3,054,301 ) (15,927,164 ) (2,248,742 ) Deferred tax assets, net 892,868 2,931,528 413,900 Deferred tax liabilities: Recognition of intangible assets arising from business combinations (1,999,387 ) - - Deferred tax liabilities, net (1,999,387 ) - - Total deferred tax liabilities, net (1,106,519 ) 2,931,528 413,900 |
Schedule of taxes payable | Schedule of taxes payable December 31, December 31, December 31, RMB RMB USD VAT taxes payable 49,655 198,966 28,092 Income taxes payable 473,565 394,809 55,743 Other taxes payable 79,034 31,833 4,494 Totals 602,254 625,608 88,329 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of lease liabilities | Schedule of lease liabilities Twelve Months Ending December 31, Operating Lease Operating Lease RMB USD 2024 1,243,004 175,499 2025 1,307,489 184,603 2026 875,622 123,628 2027 - - 2028 - - Total lease payments 3,426,115 483,730 Less: Interest (304,651 ) (43,013 ) Present value of lease liabilities 3,121,464 440,717 |
Schedule of future amortization of ROU assets | Schedule of future amortization of ROU assets Twelve months ending December 31, RMB USD 2024 1,061,871 149,925 2025 1,138,324 160,719 2026 788,496 111,327 Total 2,988,691 421,971 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Warrants | |
Schedule of black-scholes model | Schedule of black-scholes model December 31, December 31, December 31, December 31, USD USD USD RMB Input Share price 9.96 2.27 3.55 25.14 Risk-free interest rate 1.26 % 4.02 % 3.95 % 3.95 % Volatility 59.8 % 65.2 % 60.60 % 60.60 % Exercise price 11.50 11.50 11.50 81.45 Warrant life (yr) 5 4.71 3.71 3.71 |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis Description Warrant Quoted Prices In Significant Other Significant Other December 31, 2022: RMB 425,619 RMB - RMB - RMB 425,619 December 31, 2023 RMB 62,200 RMB - RMB - RMB 62,200 |
Schedule of Warrants activities | Schedule of Warrants activities Private Warrants Warrants Weighted Average Average Remaining Outstanding as of December 31, 2021 270,500 $ 11.50 5 Issued - - - Forfeited - - - Exercised - - - Expired - - - Outstanding as of December 31, 2022 270,500 $ 11.50 5 Issued - - - Forfeited - - - Exercised - - - Expired - - - Outstanding as of December 31, 2023 270,500 $ 11.50 4 |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of segments | Schedule of segments Holographic Holographic Total RMB RMB RMB Revenues 131,871,221 226,778,077 358,649,298 Cost of revenues (92,819,057 ) (15,803,991 ) (108,623,048 ) Gross profit 39,052,164 210,974,086 250,026,250 Depreciation and amortization (2,590,281 ) (4,084,030 ) (6,674,311 ) Total capital expenditures (129,482 ) (6,194 ) (135,676 ) Holographic Holographic Total RMB RMB RMB Revenues 153,996,658 333,942,206 487,938,864 Cost of revenues (125,805,732 ) (138,873,815 ) (264,679,547 ) Gross profit 28,190,926 195,068,391 223,259,317 Depreciation and amortization (2,761,207 ) (4,083,030 ) (6,844,237 ) Total capital expenditures (1,821,918 ) - (1,821,918 ) Holographic Holographic Total RMB RMB RMB Revenues 68,345,506 135,202,499 203,548,005 Cost of revenues (59,562,014 ) (69,734,292 ) (129,296,306 ) Gross profit 8,783,492 65,468,207 74,251,699 Depreciation and amortization (6,161,834 ) - (6,161,834 ) Total capital expenditures (774,615 ) - (774,615 ) Total assets as of: December 31, December 31, December 31, RMB RMB USD Holographic solutions 200,456,129 142,626,614 20,137,323 Holographic technology service 81,665,772 17,932,589 2,531,886 Total assets 282,121,901 160,559,203 22,669,209 |
Schedule of disaggregation | Schedule of disaggregation For the For the For the For the RMB RMB RMB USD Holographic Technology LiDAR Products 58,923,457 45,086,319 16,330,569 2,317,478 Holographic Technology Intelligence Vision software and Technology Development Service 14,277,873 12,658,954 45,930,400 6,518,001 Holographic Technology Licensing and Content Product 31,105,495 29,093,110 5,594,979 793,986 Holographic Hardware Sales 27,564,396 67,158,275 489,558 69,473 Total Holographic Solutions 131,871,221 153,996,658 68,345,506 9,698,938 |
Condensed financial informati_2
Condensed financial information of the parent company (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Financial Information Of Parent Company | |
Schedule of condensed balance sheets | Schedule of condensed balance sheets December 31, 2022 December 31, 2023 December 31, 2023 RMB RMB USD ASSETS OTHER ASSETS Investment in subsidiaries 197,126,688 141,277,611 19,945,216 Total other assets 197,126,688 141,277,611 19,945,216 Total assets 197,126,688 141,277,611 19,945,216 LIABILITIES AND SHAREHOLDERS’ EQUITY Other payables and accrued liabilities 98,664 98,664 14,305 Warrant liabilities 425,619 62,200 8,782 Total liabiliteis 524,283 160,864 23,087 COMMITMENTS AND CONTINGENCIES SHAREHOLDERS’ EQUITY Ordinary shares,$0.001 par value 1 36,144 42,318 5,941 Additional paid-in capital 254,138,709 286,296,970 41,180,750 Accumulated deficit (65,500,622 ) (146,909,851 ) (20,668,617 ) Statutory reserves 11,110,699 3,052,776 431,019 Accumulated other comprehensive loss (3,182,525 ) (1,365,466 ) (1,026,964 ) Total shareholders’ equity 196,602,405 141,116,747 19,922,129 Total liabilities and shareholders’ equity 197,126,688 141,277,611 19,945,216 1 Par value has been adjusted for the reverse stock split effective February 2, 2024 (See Note 18 - Subsequent Event). |
Schedule of condensed statements of income and comprehensive income | Schedule of condensed statements of income and comprehensive income For the Years Ended December 31, 2022 2023 2023 RMB RMB USD OPERATING EXPENSES General and administrative (28,968 ) (32,164,435 ) (4,480,600 ) Total operating expenses (28,968 ) (32,164,435 ) (4,480,600 ) Equity income (loss) of subsidiaries (140,903,197 ) (114,125,394 ) (16,111,711 ) Total other income (expense), net (140,903,197 ) (114,125,394 ) (16,111,711 ) CHANGE IN FAIR VALUE OF WARRANT LIABILITIES 4,415,328 372,961 52,927 NET INCOME (136,458,901 ) (81,587,998 ) (11,578,184 ) FOREIGN CURRENCY TRANSLATION ADJUSTMENT 995,415 1,817,059 257,860 COMPREHENSIVE INCOME (135,463,486 ) (79,770,939 ) (11,320,324 ) |
Schedule of condensed statements of cash flows | Schedule of condensed statements of cash flows For the Years Ended December 31, 2022 2023 2023 RMB RMB USD CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) (136,458,901 ) (81,587,998 ) (11,578,184 ) Adjustments to reconcile net income to cash used in operating activities: Equity income (loss) of subsidiaries 140,903,197 114,125,394 16,111,711 Issuance of common shares under the Company’s 2023 Equity Incentive Plan - (32,164,435 ) (4,480,600 ) Change in fair value of warrant liabilities (4,415,328 ) (372,961 ) (52,927 ) Intercompany - - - Other payables and accrued liabilities (28,968 ) - - Net cash used in operating activities - - - CASH FLOWS FROM INVESTING ACTIVITIES: - - - Net cash (used in) provided by investing activities - - - CASH FLOWS FROM FINANCING ACTIVITIES: Net cash provided by financing activities - - - EFFECT OF EXCHANGE RATE ON CASH CHANGES IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH - - - CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of year - - - CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of year - - - |
Nature of business and organi_3
Nature of business and organization (Details) | 12 Months Ended |
Dec. 31, 2023 | |
M C Hologram Inc M C [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | MC Hologram Inc (“MC”) |
Ownership | 100% owned by MicroCloud |
Background | Registered capital of USD 50,000 |
Quantum Edge HK Limited [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Quantum Edge HK Limited (“Mengyun HK”) |
Ownership | 100% owned by MC |
Background | Registered capital of HK 10,000 (USD 1,290) |
Beijing Xihuiyun Technology Co [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Beijing Xihuiyun Technology Co., Ltd (“Beijing Xihuiyun”) |
Ownership | 100% owned by Mengyun HK |
Background | Registered capital of RMB 207,048,000 (USD 30,000,000) |
Shanghai Mengyun Holographic Technology Co [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Shanghai Mengyun Holographic Technology Co., Ltd. (“Shanghai Mengyun”) |
Ownership | 81.63% owned by Beijing Xihuiyun and 18.37% owned by Mengyun HK |
Background | Registered capital of RMB 27,000,000 (USD 4,316,665) |
Shenzhen Mengyun Holographic Technology Co [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Shenzhen Mengyun Holographic Technology Co., Ltd. (“Shenzhen Mengyun”) |
Ownership | 100% owned by Shanghai Mengyun |
Background | Registered capital of RMB 10,000,000 (USD 1,538,461) |
Shenzhen Qianhai Youshi Technology Co Ltd [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Shenzhen Qianhai Youshi Technology Co., Ltd. (“Qianhai Youshi”) |
Ownership | 100% owned by Shanghai Mengyun |
Background | Registered capital of RMB 10,000,000 (USD 1,538,461) |
Shenzhen Yijia Network Technology Co Ltd [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Shenzhen Yijia Network Technology Co., Ltd. (“Yijia Network”) |
Ownership | 100% owned by Qianhai Youshi |
Background | Registered capital of RMB 10,000,000 (USD 1,538,461) |
Horgos Youshi Network Technology Co Ltd [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Horgos Youshi Network Technology Co., Ltd. (“Horgos Youshi”) |
Ownership | 100% owned by Qianhai Youshi |
Background | Registered capital of RMB 10,000,000 (USD 1,538,461) |
Horgos Weiyi Software Technology Co Ltd [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Horgos Weiyi Software Technology Co., Ltd. (“Horgos Weiyi”) |
Ownership | 100% owned by Shenzhen Mengyun |
Background | Registered capital of RMB 10,000,000 (USD 1,538,461) |
Shenzhen Broad Vision Technology Co Ltd [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Shenzhen BroadVision Technology Co., Ltd. (“Shenzhen Bowei”) |
Ownership | 100% owned by Shenzhen Mengyun |
Background | Registered capital of RMB 10,000,000 (USD 1,538,461) |
Mcloudvr Software Network Technology HK Co Limited [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Mcloudvr Software Network Technology HK Co., Limited (“Mcloudvr HK”) |
Ownership | 100% owned by Shenzhen Mengyun |
Background | Registered capital of HKD 100,000 (USD 12,882) |
Shenzhen Tianyuemeng Technology Co Ltd [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Shenzhen Tianyuemeng Technology Co., Ltd. (“Shenzhen Tianyuemeng”) |
Ownership | 100% owned by Shenzhen Mengyun |
Background | Registered capital of RMB 20,000,000 (USD 3,076,922) |
Shenzhen Yunao Hongxiang Technology Co Ltd [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Shenzhen Yunao Hongxiang Technology Co., Ltd. (“Shenzhen Yunao”) |
Ownership | 100% owned by Shenzhen Mengyun |
Background | Registered capital of RMB 5,000,000 (USD 784,671) |
Broadvision Intelligence Hong Kong Ltd [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Broadvision Intelligence (Hong Kong), Ltd. (“Broadvision HK”) |
Ownership | 100% owned by Shenzhen Bowei |
Background | Registered capital of HKD 10,000 (USD 1,288) |
Horgos Broad Vision Technology Co Ltd [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Horgos BroadVision Technology Co., Ltd. (“Horgos Bowei”) |
Ownership | 100% owned by Shenzhen Bowei |
Horgos Tianyuemeng Technology Co Ltd [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Horgos Tianyuemeng Technology Co., Ltd. (“Horgos Tianyuemeng”) |
Ownership | 100% owned by Shenzhen Tianyuemeng |
Background | Registered capital of RMB 1,000,000 (USD 153,846) |
Horgos Tianyuemeng Technology Co Ltd Shenzhen Branch [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Horgos Tianyuemeng Technology Co., Ltd.-Shenzhen Branch (“Horgos Tianyuemeng-SZ”) |
Ownership | 100% owned by Horgos Tianyuemeng |
Background | Registered capital of RMB 1,000,000 (USD 153,846) |
Ocean Cloud Technology Co Limited [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Ocean Cloud Technology Co., Limited. (“Ocean HK”) |
Ownership | 56% owned by Mcloudvr HK |
Background | Registered capital of HKD 10,000 (USD 1,288) |
Shenzhen Haiyun Xinsheng Technology Co Ltd [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Shenzhen Haiyun Xinsheng Technology Co., Ltd. (“Shenzhen Haiyun”) |
Ownership | 100% owned by Ocean HK |
Background | Registered capital of RMB 50,000,000 (USD 7,846,707) |
Shenzhen Tata Mutual Entertainment Information Technology Co Ltd [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Shenzhen Tata Mutual Entertainment Information Technology Co., Ltd. (“Shenzhen Tata”) |
Ownership | 100% owned by Shenzhen Haiyun |
Background | Registered capital of RMB 5,000,000 (USD 784,671) |
Shenzhen Youmi Technology Co Ltd [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Shenzhen Youmi Technology Co., Ltd. (“Shenzhen Youmi”) |
Ownership | 100% owned by Shenzhen Haiyun |
Background | Registered capital of RMB 5,000,000 (USD 784,671) |
Shenzhen Yushian Technology Co Ltd [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Shenzhen Yushian Technology Co., Ltd. (“Shenzhen Yushi”) |
Ownership | 100% owned by Shenzhen Haiyun |
Background | Registered capital of RMB 5,000,000 (USD 784,671) |
Horgos Tata Mutual Entertainment Information Technology Co Ltd [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Horgos Tata Mutual Entertainment Information Technology Co., Ltd. (“Horgos Tata”) |
Ownership | 100% owned by Shenzhen Tata |
Background | Registered capital of RMB 5,000,000 (USD 784,671) |
Horgos Youmi Technology Co Ltd [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Horgos Youmi Technology Co., Ltd. (“Horgos Youmi”) |
Ownership | 100% owned by Shenzhen Youmi |
Background | Registered capital of RMB 5,000,000 (USD 784,671) |
Horgos Yushian Technology Co Ltd [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Horgos Yushian Technology Co., Ltd. (“Horgos Yushi”) |
Ownership | 100% owned by Shenzhen Yushi |
Background | Registered capital of RMB 5,000,000 (USD 784,671) |
Kashgar Youshi Information Technology Co Ltd [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Kashgar Youshi Information Technology Co., Ltd. (“Kashgar Youshi”) |
Ownership | 100% owned by Qianhai Youshi |
Background | Registered capital of RMB 5,000,000 (USD 769,230) |
Beijing Weixiaohai Technology Co Ltd [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Name | Beijing Weixiaohai Technology Co., Ltd. (“Beijing Weixiaohai”) |
Ownership | 100% owned by Shenzhen Haiyun |
Background | Registered capital of RMB 8,000,000 (USD 1,124,622) |
Nature of business and organi_4
Nature of business and organization (Details Narrative) | 1 Months Ended |
Sep. 30, 2023 CNY (¥) | |
Third Party [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Amount transferred | ¥ 7,000,000 |
Third Party One [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Amount transferred | ¥ 3,000,000 |
Summary of significant accoun_4
Summary of significant accounting policies (Details) | Dec. 31, 2023 |
Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Mechanical Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Mechanical Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Electronic Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Electronic Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Summary of significant accoun_5
Summary of significant accounting policies (Details 1) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 CNY (¥) | Dec. 31, 2022 CNY (¥) |
Total non-controlling interests | $ 14,187 | ¥ 86,196 | ¥ 291,921 |
Ocean H K [Member] | |||
Total non-controlling interests | $ 14,187 | ¥ 86,196 | ¥ 291,921 |
Summary of significant accoun_6
Summary of significant accounting policies (Details Narrative) | 12 Months Ended | ||||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 CNY (¥) | |
Accounting Policies [Abstract] | |||||
Cash and cash equivalents | ¥ 151,119,985 | ¥ 48,006,979 | $ 17,795,126 | ¥ 126,037,538 | |
Working capital | ¥ 158,339,349 | 134,894,390 | |||
Foreign cuurency transactions | 7.0467 | RMB 6.7290 | USD 1.00 to RMB 6.3721 | ||
Doubtful accounts for accounts receivable | ¥ 4,862,941 | 4,588,786 | |||
Inventory Valuation Reserves | 176,459 | ¥ 176,459 | |||
Allowance for noncurrent prepayments and deposits | 3,300 | ||||
Advertising expense | ¥ 2,727,591 | 3,735,551 | ¥ 148,521 | ||
Government subsidies | 844,332 | 478,809 | 76,988 | ||
Total expenses | ¥ 1,512,164 | ¥ 4,630,467 | ¥ 3,414,706 |
Reverse Recapitalization (Detai
Reverse Recapitalization (Details) | Dec. 31, 2023 shares |
Reverse Recapitalization | |
Ordinary shares of Golden Path, outstanding prior to Merger | 575,000 |
Less redemption of Golden Path shares | (218,247) |
Public shares following redemptions | 356,753 |
Shares issued upon closing to public shareholders (from rights) | 57,500 |
Founder (Sponsor) Shares | 170,800 |
Shares issued upon closing to Sponsor (from rights) | 2,705 |
Shares issued upon closing to Finder (engaged Peace Asset) | 38,000 |
MC shares | 4,455,446 |
Total shares of common stock immediately after Merger | 5,081,204 |
Reverse Recapitalization (Det_2
Reverse Recapitalization (Details Narrative) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended |
Sep. 16, 2022 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||
Exchange of shares | 218,247 | |
Conversion of Stock, Shares Converted | 356,753 | |
Exchange of shares | 57,500 | |
Exchange of shares description | there were 5,081,204 shares of Common Stock outstanding, comprised of the 414,253 shares issued to public investors, 173,505 common stock hold by founder/sponsor, 38,000 common stocks issued to Peace Asset, and 4,455,446 common stocks issued to MC shareholders. | |
Net cash proceeds | $ 33.2 | |
Private Placement [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Exchange of shares | 2,705 | |
Peace Asset [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Issued shares | 38,000 |
Deconsolidation (Details)
Deconsolidation (Details) | Dec. 31, 2023 CNY (¥) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Total current assets | ¥ 66,482,404 |
Total other assets | 530,961 |
Total assets | 67,013,365 |
Total current liabilities | 52,745,671 |
Total net assets | 14,267,694 |
Total loss on disposal | (5,164,338) |
Shenzhen Youmi [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Total current assets | 190,895 |
Total assets | 190,895 |
Total current liabilities | 1,087,529 |
Total net assets | (896,634) |
Total loss on disposal | (10) |
Qianhai Youshi [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Total current assets | 19,941,843 |
Total other assets | 491,638 |
Total assets | 20,433,481 |
Total current liabilities | 9,942,040 |
Total net assets | 10,491,441 |
Total loss on disposal | (3,491,441) |
Shenzhen Tianyuemeng [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Total current assets | 46,349,666 |
Total other assets | 39,323 |
Total assets | 46,388,989 |
Total current liabilities | 41,716,102 |
Total net assets | 4,672,887 |
Total loss on disposal | ¥ (1,672,887) |
Accounts receivable, net (Detai
Accounts receivable, net (Details) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 CNY (¥) | Dec. 31, 2022 CNY (¥) |
Credit Loss [Abstract] | |||
Accounts receivable | $ 2,037,586 | ¥ 14,431,613 | ¥ 85,215,404 |
Less: allowance for doubtful accounts | (647,886) | (4,588,786) | (4,862,941) |
Accounts receivable, net | $ 1,389,700 | ¥ 9,842,827 | ¥ 80,352,463 |
Accounts receivable, net (Det_2
Accounts receivable, net (Details 1) | 12 Months Ended | ||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 CNY (¥) | Dec. 31, 2022 CNY (¥) | |
Credit Loss [Abstract] | |||
Beginning balance | $ 705,060 | ¥ 4,862,941 | ¥ 1,886,467 |
Provision for doubtful accounts | 38,708 | 274,155 | 2,976,474 |
Exchange rate difference | (95,882) | ||
Ending balance | $ 647,886 | ¥ 4,588,786 | ¥ 4,862,941 |
Accounts receivable, net (Det_3
Accounts receivable, net (Details Narrative) - CNY (¥) ¥ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Credit Loss [Abstract] | ||
Allowance for doubtful accounts net | ¥ 4.6 | ¥ 4.9 |
Property and equipment, net (De
Property and equipment, net (Details) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 CNY (¥) | Dec. 31, 2022 CNY (¥) |
Property, Plant and Equipment [Line Items] | |||
Sub total | $ 744,984 | ¥ 5,276,501 | ¥ 4,698,153 |
Less: accumulated depreciation | (519,345) | (3,678,367) | (3,050,277) |
Total | 225,639 | 1,598,134 | 1,647,876 |
Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Sub total | 141,974 | 1,005,558 | 1,140,456 |
Mechanical Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Sub total | 149,544 | 1,059,178 | 1,059,178 |
Electronic And Other Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Sub total | 447,256 | 3,167,783 | 2,454,537 |
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Sub total | $ 6,210 | ¥ 43,982 | ¥ 43,982 |
Property and equipment, net (_2
Property and equipment, net (Details Narrative) | 12 Months Ended | |||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 CNY (¥) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 114,624 | ¥ 807,722 | ¥ 464,999 | ¥ 294,514 |
Intangible assets, net (Details
Intangible assets, net (Details) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 CNY (¥) | Dec. 31, 2022 CNY (¥) |
Finite-Lived Intangible Assets [Line Items] | |||
Subtotal | $ 1,686,050 | ¥ 11,941,786 | ¥ 30,345,632 |
Less: accumulated amortization | (1,141,830) | (8,087,239) | (14,969,108) |
Less: intangible assets impairment loss | (544,220) | (3,854,547) | |
Total | 15,376,524 | ||
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Subtotal | 183,546 | 1,300,000 | 13,300,000 |
Software [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Subtotal | 1,446,028 | 10,241,786 | 14,745,632 |
Noncompete Agreements [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Subtotal | $ 56,476 | ¥ 400,000 | ¥ 2,300,000 |
Intangible assets, net (Detai_2
Intangible assets, net (Details Narrative) - CNY (¥) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible Assets Net | |||
Amortization expense | ¥ 5,358,195 | ¥ 6,379,240 | ¥ 6,383,366 |
Impairment loss for intangible assets | ¥ 3,854,547 |
Investments in unconsolidated_3
Investments in unconsolidated entities (Details) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 CNY (¥) | Dec. 31, 2022 CNY (¥) | |
Schedule of Investments [Line Items] | ||||
Investments | $ 84,713 | ¥ 600,000 | ||
19.9% Investment [Member] | ||||
Schedule of Investments [Line Items] | ||||
Investments | [1] | 282,378 | 2,000,000 | 2,000,000 |
4.4% Investment [Member] | ||||
Schedule of Investments [Line Items] | ||||
Investments | [2] | 70,595 | 500,000 | 500,000 |
5% Investment [Member] | ||||
Schedule of Investments [Line Items] | ||||
Investments | [3] | 84,713 | 600,000 | 600,000 |
3% Investment [Member] | ||||
Schedule of Investments [Line Items] | ||||
Investments | [4] | 141,189 | 1,000,000 | 1,000,000 |
2% Investment [Member] | ||||
Schedule of Investments [Line Items] | ||||
Investments | [5] | 84,713 | 600,000 | |
Impairment [Member] | ||||
Schedule of Investments [Line Items] | ||||
Impairment of investments | $ (578,875) | ¥ (4,100,000) | ¥ (4,100,000) | |
[1]In August 2016, Shenzhen Mengyun invested RMB 2,000,000 in a company in the technology development and animation design areas for 19.9% equity interest. Due to the continual losses, the Company believes that the probability of recovering the investment is low. Therefore, the Company accrued RMB 2,000,000 impairment loss for the investment in 2018.[2]In November 2015, Shanghai Mengyun invested RMB 500,000 in a company in the database service for 4.44% equity interest. Due to the continual losses, the Company believes that the probability of recovering the investment is low. Therefore, the Company accrued RMB 500,000 impairment loss for the investment in 2018.[3]In September 2021, Shenzhen Mengyun invested RMB 600,000 in a company specializing in research and development of smart wearable devices for 5% equity interest. Due to the continual losses, the Company believes that the probability of recovering the investment is low. Therefore, the Company accrued RMB 600,000 impairment loss for the investment in 2022.[4]In October 2021, Shenzhen Mengyun invested RMB 1,000,000 in a company specializing in VR/AR education technology for 3% equity interest. Due to the continual losses, the Company believes that the probability of recovering the investment is low. Therefore, the Company accrued RMB 1,000,000 impairment loss for the investment in 2022.[5]In March 2023, Shenzhen Mengyun invested RMB 600,000 in a company in the technology development and animation design areas for 2% equity interest. |
Goodwill (Details)
Goodwill (Details) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 CNY (¥) | Dec. 31, 2022 CNY (¥) | |
Indefinite-Lived Intangible Assets [Line Items] | ||||
GoodWill | ¥ 21,155,897 | |||
Goodwillfrom Shenzhen Bowei Acquisition [Member] | ||||
Indefinite-Lived Intangible Assets [Line Items] | ||||
GoodWill | [1] | 9,729,086 | ||
Goodwillfrom Shenzhen Tianyuemeng Acquisition [Member] | ||||
Indefinite-Lived Intangible Assets [Line Items] | ||||
GoodWill | [2] | ¥ 11,426,811 | ||
[1]On July 1, 2020, Shenzhen Mengyun entered into acquisition agreement to acquire 100% equity interests of Shenzhen Bowei, a provider of holographic PCBA solutions. The transaction consummated on July 1, 2020. According to the agreement, acquisition consideration is RMB 20,000,000 (approximately USD 3.1 million) to acquire the 100% equity interests of Shenzhen Bowei. Acquired amortizable intangible assets includes customer relationship, software, and non-compete agreements. Approximately RMB 9.7 million (USD 1.5 million) of goodwill arising from the acquisition is mainly attributable to the excess of the consideration paid over the fair value of the net assets acquired that cannot be recognized separately as identifiable assets under U.S. GAAP, and comprise (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition. According to the evaluation report from King Kee, the Fair Value of Shenzhen Bowei is RMB 5,300,000, while the carrying value of RMB 15,259,000, so the goodwill shall be fully impaired.[2]On October 1, 2020, Shenzhen Mengyun entered into acquisition agreement to acquire 100% equity interests of Shenzhen Tianyuemeng, an entity focused on holographic advertising services. The transaction consummated on October 1, 2020. According to the agreement, acquisition consideration is RMB 30,000,000 (approximately USD 4.6 million) to acquire the 100% equity interests of Shenzhen Tianyuemeng. Acquired amortizable intangible assets includes customer relationship, software, and non-compete agreements. Approximately RMB 11.4 million (USD 1.8 million) of goodwill arising from the acquisition is mainly attributable to the excess of the consideration paid over the fair value of the net assets acquired that cannot be recognized separately as identifiable assets under U.S. GAAP, and comprise (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition. |
Goodwill (Details 1)
Goodwill (Details 1) - 12 months ended Dec. 31, 2023 | USD ($) | CNY (¥) |
Indefinite-Lived Intangible Assets [Line Items] | ||
GoodWill | ¥ 21,155,897 | |
Less: goodwill impairment loss | (9,729,086) | |
Equity transfer loss | (11,426,811) | |
GoodWill | ||
Holographic Solutions [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
GoodWill | 9,729,086 | |
Less: goodwill impairment loss | (9,729,086) | |
GoodWill | ||
Holographic Technology Service [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
GoodWill | 11,426,811 | |
Less: goodwill impairment loss | ||
Equity transfer loss | (11,426,811) | |
GoodWill |
Related party transactions an_3
Related party transactions and balances (Details) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 CNY (¥) | Dec. 31, 2022 CNY (¥) |
Related Party Transaction [Line Items] | |||
Due from related party | ¥ 60,280 | ||
Due to related parties | 350,000 | ||
Shenzhen Mengyun 19. 9 Equity Investment [Member] | |||
Related Party Transaction [Line Items] | |||
Due from related party | 60,280 | ||
Yuxiu Han [Member] | |||
Related Party Transaction [Line Items] | |||
Due to related parties | ¥ 350,000 |
Taxes (Details)
Taxes (Details) | 12 Months Ended | |||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 CNY (¥) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | |
Income Tax Disclosure [Abstract] | ||||
Current income tax expenses | $ (14,313) | ¥ (100,859) | ¥ 54,335 | ¥ 47,145 |
Deferred income tax benefits | (573,041) | (4,038,047) | (880,475) | (841,948) |
Income tax expenses | $ (587,354) | ¥ (4,138,906) | ¥ (826,140) | ¥ (794,803) |
Taxes (Details 1)
Taxes (Details 1) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Income Tax Disclosure [Abstract] | ||||
China statutory income tax rate | 25% | 25% | 25% | |
Preferential tax rate reduction | (37.28%) | (24.51%) | (24.76%) | |
Change in valuation allowance | (15.37%) | (2.01%) | 0.44% | |
Additional R&D deduction in China | 1.38% | 0.83% | (1.24%) | |
Permanent difference | (0.20%) | (0.06%) | (0.37%) | |
Tax rate difference outside China | [1] | (0.05%) | 0.04% | (0.04%) |
Effective tax rate | (26.52%) | (0.71%) | (0.97%) | |
[1]It is mainly due to the lower tax rate of the entities incorporated in Hong Kong, and tax exempt in Cayman Islands. |
Taxes (Details 2)
Taxes (Details 2) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 CNY (¥) | Dec. 31, 2022 CNY (¥) |
Deferred tax assets: | |||
Allowance for doubtful accounts | $ 36,528 | ¥ 258,718 | ¥ 256,868 |
Impairment loss for investment | 33,885 | 240,000 | 240,000 |
Net operating loss carry forward | 2,566,934 | 18,180,820 | 3,409,722 |
Inventory reserve | 3,737 | 26,469 | 26,469 |
Right of use | 21,558 | 152,685 | 14,110 |
Less: valuation allowance | (2,248,742) | (15,927,164) | (3,054,301) |
Deferred tax assets, net | 413,900 | 2,931,528 | 892,868 |
Deferred tax liabilities: | |||
Recognition of intangible assets arising from business acquisition | (1,999,387) | ||
Deferred tax liabilities, net | (1,999,387) | ||
Total deferred tax liabilities, net | $ 413,900 | ¥ 2,931,528 | ¥ (1,106,519) |
Taxes (Details 3)
Taxes (Details 3) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 CNY (¥) | Dec. 31, 2022 CNY (¥) |
Income Tax Disclosure [Abstract] | |||
VAT taxes payable | $ 28,092 | ¥ 198,966 | ¥ 49,655 |
Income taxes payable | 55,743 | 394,809 | 473,565 |
Other taxes payable | 4,494 | 31,833 | 79,034 |
Totals | $ 88,329 | ¥ 625,608 | ¥ 602,254 |
Taxes (Details Narrative)
Taxes (Details Narrative) | Dec. 31, 2023 CNY (¥) |
Income Tax Disclosure [Abstract] | |
Net operating loss carry forwards | ¥ 125,185,603 |
Concentration of risk (Details
Concentration of risk (Details Narrative) | 12 Months Ended | |||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 | Dec. 31, 2023 CNY (¥) | |
Concentration Risk [Line Items] | ||||
Insurance coverage | $ 72,000 | ¥ 500,000 | ||
Cash deposits | $ 17,795,126 | ¥ 151,119,985 | ¥ 126,037,538 | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 12.90% | 18.70% | ||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One Customers [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 25% | |||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Two Customers [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 12.20% | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | One Customer [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 19.80% | 26.40% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Second Customer [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 13% | 15.80% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Third Customer [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 11.80% | |||
Purchases [Member] | Vendor Concentration Risk [Member] | Two Vendors [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 35.10% | |||
Purchases [Member] | Vendor Concentration Risk [Member] | One Vendor [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 13.80% | |||
Purchases [Member] | Vendor Concentration Risk [Member] | First Vendor [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 37.60% | |||
Purchases [Member] | Vendor Concentration Risk [Member] | Second Vendor [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 13% | |||
Purchases [Member] | Vendor Concentration Risk [Member] | Third Vendor [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 12% | |||
Accounts Payable [Member] | Vendor Concentration Risk [Member] | First Vendor [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 36.10% | 63.60% | ||
Accounts Payable [Member] | Vendor Concentration Risk [Member] | Second Vendor [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 26.10% | 10% | ||
Accounts Payable [Member] | Vendor Concentration Risk [Member] | Third Vendor [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 22.20% |
Leases (Details)
Leases (Details) - Dec. 31, 2023 | USD ($) | CNY (¥) |
Leases [Abstract] | ||
2024 | $ 175,499 | ¥ 1,243,004 |
2025 | 184,603 | 1,307,489 |
2026 | 123,628 | 875,622 |
2026 | ||
2026 | ||
Total lease payments | 483,730 | 3,426,115 |
Less: Interest | (43,013) | (304,651) |
Present value of lease liabilities | 440,717 | 3,121,464 |
2024 | 149,925 | 1,061,871 |
2025 | 160,719 | 1,138,324 |
2026 | 111,327 | 788,496 |
Total | $ 421,971 | ¥ 2,988,691 |
Leases (Details Narrative)
Leases (Details Narrative) - CNY (¥) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 02, 2022 | |
Leases [Abstract] | ||||
Operating Lease, Liability | ¥ 5,700,000 | |||
Subordinated Borrowing, Interest Rate | 7% | |||
Weighted average remaining lease term | 2 years 7 months 24 days | 2 years 11 months 4 days | ||
Rent expenses | ¥ 2,306,237 | ¥ 2,532,996 | ¥ 2,222,304 |
Shareholders_ equity (Details N
Shareholders’ equity (Details Narrative) | 1 Months Ended | 12 Months Ended | |||||||||||||
Jan. 30, 2024 | Oct. 24, 2023 shares | Jun. 24, 2021 ¥ / shares shares | Jan. 31, 2021 shares | Jan. 24, 2021 ¥ / shares shares | Dec. 31, 2023 $ / shares shares | Dec. 31, 2023 CNY (¥) shares | Dec. 31, 2022 $ / shares | Dec. 31, 2022 CNY (¥) shares | Dec. 31, 2021 shares | Mar. 26, 2021 shares | Jan. 06, 2021 CNY (¥) shares | Dec. 31, 2020 shares | Nov. 10, 2020 $ / shares shares | May 09, 2018 ¥ / shares shares | |
Class of Stock [Line Items] | |||||||||||||||
Common Stock, Shares Authorized | 5,941,204 | 5,081,204 | |||||||||||||
Common stock, par value per share | $ / shares | $ 0.001 | $ 0.001 | |||||||||||||
Common stock shares outstanding | 5,941,204 | 5,081,204 | |||||||||||||
Founder shares issued | 170,800 | ||||||||||||||
Common stock, shares issued | 5,941,204 | 5,081,204 | |||||||||||||
Stock issued during period, shares, reverse stock splits | 5,941,204 | ||||||||||||||
Retained earnings for statutory reserves | ¥ | ¥ 26,956 | ¥ 2,569,404 | |||||||||||||
Statutory reserve | ¥ | ¥ 33,048,958 | ||||||||||||||
Merger [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Common stock, par value per share | $ / shares | $ 0.001 | ||||||||||||||
Common stock, shares issued | 5,081,204 | ||||||||||||||
Subsequent Event [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Conversion of Stock, Description | Pursuant to the plan, every ten (10) shares of the Company’s ordinary share issued, par value of US$0.0001, was combined into one (1) share of ordinary share, par value $0.001, and the authorized share capital of the Company was reduced from US$50,000 divided into 500,000,000 shares of a nominal or par value of US$0.0001 each to US$50,000 divided into 50,000,000 shares of a nominal or par value of US$0.001 each (see Note 18 - Subsequent Event). | ||||||||||||||
Private Placement [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Sale of shares | 270,500 | ||||||||||||||
Ordinary Shares [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Common Stock, Shares Authorized | 500,000,000 | ||||||||||||||
Common stock, par value per share | ¥ / shares | ¥ 0.0001 | ||||||||||||||
Share split | 10 for 1 | ||||||||||||||
Common stock shares outstanding | 10 | 1,708,000 | 10 | ||||||||||||
Founder shares issued | 287,500 | 1,150,000 | |||||||||||||
Fouinder shares issued value | ¥ | ¥ 25,000 | ||||||||||||||
Shares issued | 270,500 | ||||||||||||||
Common stock, shares issued | 1,708,000 | 10 | |||||||||||||
Shares subject to possible-redemption | 5,750,000 | 0 | |||||||||||||
Shares cancelled | 4,455,446 | ||||||||||||||
Ordinary Shares [Member] | Employee Stock Incentive 2023 Plan [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Number of shares issued | 860,000 | ||||||||||||||
Ordinary Shares [Member] | Initial Public Offering [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Sale of shares | 5,750,000 | ||||||||||||||
Sell price per share | ¥ / shares | ¥ 10 | ||||||||||||||
Ordinary Shares [Member] | Private Placement [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Shares issued | 270,500 | ||||||||||||||
Shares price | ¥ / shares | ¥ 10 |
Warrant (Details)
Warrant (Details) - Black Scholes Option Pricing Model [Member] | 12 Months Ended | |||
Dec. 31, 2023 $ / shares | Dec. 31, 2022 $ / shares | Dec. 31, 2021 $ / shares | Dec. 31, 2023 ¥ / shares | |
Credit Derivatives [Line Items] | ||||
Share Price | (per share) | $ 3.55 | $ 2.27 | $ 9.96 | ¥ 25.14 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 3.95% | 4.02% | 1.26% | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 60.60% | 65.20% | 59.80% | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price | (per share) | $ 11.50 | $ 11.50 | $ 11.50 | ¥ 81.45 |
Warrant life (yr) | 3 years 8 months 15 days | 4 years 8 months 15 days | 5 years |
Warrant liabilities (Details 1)
Warrant liabilities (Details 1) - CNY (¥) | Dec. 31, 2023 | Dec. 31, 2022 |
Platform Operator, Crypto-Asset [Line Items] | ||
Warrant liability | ¥ 62,200 | ¥ 425,619 |
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Warrant liability | ||
Fair Value, Inputs, Level 2 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Warrant liability | ||
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Warrant liability | ¥ 62,200 | ¥ 425,619 |
Warrant liabilities (Details 2)
Warrant liabilities (Details 2) - ¥ / shares | 1 Months Ended | 12 Months Ended | ||
Sep. 16, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Outstanding warrants Exercised | 218,247 | |||
Private Warrants [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Outstanding warrants, beginning | 270,500 | 270,500 | ||
Weighted Average Exercise Price Per Share , beginning | ¥ 11.50 | ¥ 11.50 | ||
Average remaining Period (Years) | 4 years | 5 years | 5 years | |
Outstanding warrants Issued | ||||
Weighted Average Exercise Price Per Share Issued | ||||
Outstanding warrants Forfeited | ||||
Weighted Average Exercise Price Per Share Forfeited | ||||
Outstanding warrants Exercised | ||||
Weighted Average Exercise Price Per Share Exercised | ||||
Outstanding warrants Expired | ||||
Weighted Average Exercise Price Per Share Expired | ||||
Outstanding warrants, beginning | 270,500 | 270,500 | 270,500 | |
Weighted Average Exercise Price Per Share , beginning | ¥ 11.50 | ¥ 11.50 | ¥ 11.50 |
Warrants (Details Narrative)
Warrants (Details Narrative) - CNY (¥) | 1 Months Ended | 12 Months Ended | ||
Jun. 24, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Warrants, description | Each Public Unit consists of one ordinary share of the Company, $0.0001 par value per share, one right and one redeemable warrant (the “Public Warrant”). Each Public Warrant entitles the holder to purchase one-half (1/2) of an ordinary share at an exercise price of $11.50 | |||
Black Scholes Option Pricing Model [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Fair value of warrants | ¥ 625,000 | |||
Risk-free interest rate | 0.90% | |||
Expected warrant life | 5 years | |||
Expected volatility | 58.40% | |||
Expected dividend yield | 0% | |||
IPO [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Sale of units | 5,750,000 | |||
Price per share | ¥ 10 | |||
Private Placement [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Sale of units | 270,500 | |||
Price per share | ¥ 10 | |||
Public Warrants [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Warrants | 5,750,000 | |||
Private Warrants [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Warrants | 270,500 | 270,500 | 270,500 |
Segments (Details)
Segments (Details) | 12 Months Ended | ||||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 CNY (¥) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | Dec. 31, 2023 CNY (¥) | |
Segment Reporting Information [Line Items] | |||||
Revenues | $ 28,885,579 | ¥ 203,548,005 | ¥ 487,938,864 | ¥ 358,649,298 | |
Cost of revenues | (18,348,491) | (129,296,306) | (264,679,547) | (108,623,048) | |
Gross profit | 10,537,088 | 74,251,699 | 223,259,317 | 250,026,250 | |
Depreciation and amortization | (6,161,834) | (6,844,237) | (6,674,311) | ||
Total capital expenditures | (774,615) | (1,821,918) | (135,676) | ||
Total Assets | 22,669,209 | 282,121,901 | ¥ 160,559,203 | ||
Holographic Solutions [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 68,345,506 | 153,996,658 | 131,871,221 | ||
Cost of revenues | (59,562,014) | (125,805,732) | (92,819,057) | ||
Gross profit | 8,783,492 | 28,190,926 | 39,052,164 | ||
Depreciation and amortization | (6,161,834) | (2,761,207) | (2,590,281) | ||
Total capital expenditures | (774,615) | (1,821,918) | (129,482) | ||
Total Assets | 20,137,323 | 200,456,129 | 142,626,614 | ||
Holographic Technology Service [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 135,202,499 | 333,942,206 | 226,778,077 | ||
Cost of revenues | (69,734,292) | (138,873,815) | (15,803,991) | ||
Gross profit | 65,468,207 | 195,068,391 | 210,974,086 | ||
Depreciation and amortization | (4,083,030) | (4,084,030) | |||
Total capital expenditures | ¥ (6,194) | ||||
Total Assets | $ 2,531,886 | ¥ 81,665,772 | ¥ 17,932,589 |
Segments (Details 1)
Segments (Details 1) | 12 Months Ended | |||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 CNY (¥) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 28,885,579 | ¥ 203,548,005 | ¥ 487,938,864 | ¥ 358,649,298 |
Holographic Technology LiDAR Products [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 2,317,478 | 16,330,569 | 45,086,319 | 58,923,457 |
Holographic Technology Intelligence Vision Software And Technology Development Service [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 6,518,001 | 45,930,400 | 12,658,954 | 14,277,873 |
Holographic Technology Licensing And Content Product [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 793,986 | 5,594,979 | 29,093,110 | 31,105,495 |
Holographic Hardware Sales [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 69,473 | 489,558 | 67,158,275 | 27,564,396 |
Total Holographic Solutions [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | $ 9,698,938 | ¥ 68,345,506 | ¥ 153,996,658 | ¥ 131,871,221 |
Subsequent events (Details Narr
Subsequent events (Details Narrative) - Subsequent Event [Member] - USD ($) | 1 Months Ended | |||
Mar. 13, 2024 | Feb. 02, 2024 | Jan. 23, 2024 | Mar. 02, 2024 | |
Subsequent Event [Line Items] | ||||
Original principal amount | $ 14,000,000 | $ 9,500,000 | ||
Original issue discount | $ 1,120,000 | $ 760,000 | ||
Reverse stock split | the Company’s ordinary share issued, par value of US$0.0001, was combined into one (1) share of ordinary share, par value $0.001, and the authorized share capital of the Company was reduced from US$50,000 divided into 500,000,000 shares of a nominal or par value of US$0.0001 each to US$50,000 divided into 50,000,000 shares of a nominal or par value of US$0.001 each. | |||
Yichang Ji Yue Technology Ltd [Member] | ||||
Subsequent Event [Line Items] | ||||
Acquisition percentage | 100% |
Financial information of the pa
Financial information of the parent company (Details) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 CNY (¥) | Dec. 31, 2022 CNY (¥) | |||
OTHER ASSETS | ||||||
Investment in subsidiaries | $ 84,713 | ¥ 600,000 | ||||
Total assets | 22,669,209 | 160,559,203 | 282,121,901 | |||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||
Other payables and accrued liabilities | 1,284,520 | 9,097,870 | 13,549,553 | |||
Warrant liabilities | 8,782 | 62,200 | 425,619 | |||
Total liabiliteis | 2,732,893 | 19,356,260 | 85,227,575 | |||
SHAREHOLDERS’ EQUITY | ||||||
Ordinary shares,$0.0001 par value | [1] | 5,941 | 42,318 | 36,144 | ||
Additional paid-in capital | 41,180,750 | 286,296,970 | 254,138,709 | |||
Accumulated deficit | (20,668,617) | (146,909,851) | (65,500,622) | |||
Statutory reserves | 431,019 | 3,052,776 | 11,110,699 | |||
Accumulated other comprehensive loss | (1,026,964) | (1,365,466) | (3,182,525) | |||
Total shareholders’ equity | 19,922,129 | 141,116,747 | 196,602,405 | |||
Total liabilities and shareholders’ equity | 22,669,209 | 160,559,203 | 282,121,901 | |||
Parent Company [Member] | ||||||
OTHER ASSETS | ||||||
Investment in subsidiaries | 19,945,216 | 141,277,611 | 197,126,688 | |||
Total other assets | 19,945,216 | 141,277,611 | 197,126,688 | |||
Total assets | 19,945,216 | 141,277,611 | 197,126,688 | |||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||
Other payables and accrued liabilities | 14,305 | 98,664 | 98,664 | |||
Warrant liabilities | 8,782 | 62,200 | 425,619 | |||
Total liabiliteis | 23,087 | 160,864 | 524,283 | |||
SHAREHOLDERS’ EQUITY | ||||||
Ordinary shares,$0.0001 par value | 5,941 | 42,318 | [2] | 36,144 | [2] | |
Additional paid-in capital | 41,180,750 | 286,296,970 | 254,138,709 | |||
Accumulated deficit | (20,668,617) | (146,909,851) | (65,500,622) | |||
Statutory reserves | 431,019 | 3,052,776 | 11,110,699 | |||
Accumulated other comprehensive loss | (1,026,964) | (1,365,466) | (3,182,525) | |||
Total shareholders’ equity | 19,922,129 | 141,116,747 | 196,602,405 | |||
Total liabilities and shareholders’ equity | $ 19,945,216 | ¥ 141,277,611 | ¥ 197,126,688 | |||
[1]All period results have been adjusted for the reverse stock split effective February 2, 2024 (See Note 18 - Subsequent Event).[2]Par value has been adjusted for the reverse stock split effective February 2, 2024 (See Note 18 - Subsequent Event). |
Financial information of the _2
Financial information of the parent company (Details 1) | 12 Months Ended | |||||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 CNY (¥) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 CNY (¥) | |
OPERATING EXPENSES | ||||||
Total operating expenses | $ 21,454,984 | ¥ 151,186,841 | ¥ 361,596,902 | ¥ 171,177,307 | ||
NET INCOME | (11,578,184) | (81,587,998) | $ (20,279,224) | (136,458,901) | $ 12,750,031 | 81,244,474 |
FOREIGN CURRENCY TRANSLATION ADJUSTMENT | 257,860 | 1,817,059 | 995,415 | (32,022) | ||
COMPREHENSIVE INCOME | (11,291,129) | (79,565,214) | (135,755,473) | ¥ 81,212,518 | ||
Parent Company [Member] | ||||||
OPERATING EXPENSES | ||||||
General and administrative | (4,480,600) | (32,164,435) | (28,968) | |||
Total operating expenses | (4,480,600) | (32,164,435) | (28,968) | |||
Equity income (loss) of subsidiaries | (16,111,711) | (114,125,394) | (140,903,197) | |||
Total other income (expense), net | (16,111,711) | (114,125,394) | (140,903,197) | |||
CHANGE IN FAIR VALUE OF WARRANT LIABILITIES | 52,927 | 372,961 | 4,415,328 | |||
NET INCOME | (11,578,184) | (81,587,998) | (136,458,901) | |||
FOREIGN CURRENCY TRANSLATION ADJUSTMENT | 257,860 | 1,817,059 | 995,415 | |||
COMPREHENSIVE INCOME | $ (11,320,324) | ¥ (79,770,939) | ¥ (135,463,486) |
Financial information of the _3
Financial information of the parent company (Details 2) | 12 Months Ended | |||||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 CNY (¥) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 CNY (¥) | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||
Net income (loss) | $ (11,578,184) | ¥ (81,587,998) | $ (20,279,224) | ¥ (136,458,901) | $ 12,750,031 | ¥ 81,244,474 |
Adjustments to reconcile net income to cash used in operating activities: | ||||||
Change in fair value of warrant liabilities | 52,927 | 372,961 | 4,415,328 | |||
Other payables and accrued liabilities | (631,740) | (4,451,683) | 1,891,849 | 2,066,507 | ||
Net cash used in operating activities | (3,936,396) | (27,738,609) | (134,658,768) | 102,994,820 | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||
Net cash (used in) provided by investing activities | (195,072) | (1,374,615) | 11,507,523 | (84,097,397) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
Net cash provided by financing activities | 312,795 | 2,204,176 | 223,882,640 | (1,301,416) | ||
EFFECT OF EXCHANGE RATE ON CASH | (296,539) | 1,826,601 | 2,381,611 | (271,402) | ||
CHANGES IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (4,115,212) | (25,082,447) | 103,113,006 | 17,324,605 | ||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of year | 21,910,338 | 151,119,985 | 48,006,979 | 30,682,374 | ||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of year | 17,795,126 | 126,037,538 | 21,910,338 | 151,119,985 | 48,006,979 | |
Parent Company [Member] | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||
Net income (loss) | (11,578,184) | (81,587,998) | (136,458,901) | |||
Adjustments to reconcile net income to cash used in operating activities: | ||||||
Equity income (loss) of subsidiaries and VIEs | 16,111,711 | 114,125,394 | 140,903,197 | |||
Issuance of common shares under the Company’s 2023 Equity Incentive Plan | (4,480,600) | (32,164,435) | ||||
Change in fair value of warrant liabilities | (52,927) | (372,961) | (4,415,328) | |||
Intercompany | ||||||
Other payables and accrued liabilities | (28,968) | |||||
Net cash used in operating activities | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||
Net cash (used in) provided by investing activities | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
Net cash provided by financing activities | ||||||
CHANGES IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | ||||||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of year | ||||||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of year |