Regulatory Environment - The PCAOB was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in China mainland and Hong Kong in 2022[21]. - The company is identified as a Commission-Identified Issuer under the HFCAA following the filing of its annual report for the fiscal year ended December 31, 2021[18]. - The company faces significant regulatory risks related to its operations in China, including uncertainties in the interpretation and enforcement of PRC laws and regulations[42]. - The PCAOB's ability to conduct inspections in China is subject to uncertainties and could affect the company's financial performance[22]. - The PCAOB's inspections in Hong Kong were conducted over a nine-week period from September to November 2022[19]. - The company is subject to extensive PRC regulations governing advertising content, which include prohibitions on false or misleading information[113][115]. - The company has been advised that its contractual arrangements with VIEs are valid, but uncertainties exist regarding future regulatory interpretations[107][108]. - The company is expected to continue facing regulatory compliance challenges that could materially affect its operations[108]. - The company must comply with the new Filing Rules for overseas offerings and listings, which require filing with the CSRC within three business days after completion of such activities[133]. Corporate Structure and VIEs - The company operates through VIEs due to PRC laws restricting foreign ownership of companies engaging in value-added telecommunication services[24]. - The contractual arrangements with VIEs may not be as effective as direct ownership, potentially incurring substantial costs to enforce[25]. - The company faces risks associated with its corporate structure and contractual arrangements with VIEs, which could lead to severe penalties if found non-compliant with PRC laws[27]. - The company relies on contractual arrangements with its VIEs and their shareholders to control business operations[24]. - The company is dependent on its PRC operating entities for its ICP and advertising businesses, as it does not hold equity interests in these entities[106]. - The company is subject to regulatory uncertainties regarding its VIE structure, which may affect control over its operating entities[74]. - The Exclusive Business Cooperation Agreements grant the company the right to provide technical and business support to its PRC Operating Entities, with service fees determined by various factors[73]. Financial Performance - Total revenues for the year ended December 31, 2023, were US26.24 million in 2022, representing a growth of approximately 12.5%[50]. - Net loss attributable to stockholders decreased to US9.79 million in 2022, indicating an improvement of about 39.5%[50]. - The total restricted net assets of the PRC subsidiaries and VIEs were approximately US13.31 million as of December 31, 2023 and 2022, respectively, showing a slight increase[35]. - The company has not declared or paid any cash dividends, nor does it have any present plan to pay cash dividends in the foreseeable future[36]. - The company generated approximately 30.51 million from Internet advertising, precision marketing, and related data services, representing a 17.5% increase from US1.00 minimum bid price requirement, granting a compliance period until April 29, 2024[58]. - The company is eligible for an additional 180-day compliance period to regain compliance with Nasdaq's bid price requirement, with a potential reverse stock split as a remedy[58]. - The company aims to address compliance issues with Nasdaq to avoid potential delisting of its common stock[57]. Employee and Tax Regulations - As of December 31, 2023, the company had 50 full-time employees, with 10 in sales and marketing, 12 in operations and support, 26 in management and administration, and 2 in technology support and R&D[137]. - The enterprise income tax rate for all enterprises, including foreign-invested enterprises, is uniformly set at 25% under the EIT Law[127]. - Non-resident enterprises are subject to a 10% income tax rate on income sourced from China, which may be reduced to 5% under certain conditions[129]. - The company participates in various employee benefit plans, including pension and medical benefits, as required by PRC regulations[137]. - The company has good relations with employees and complies with local wage and insurance regulations[137].
ZW Data Action Technologies(CNET) - 2023 Q4 - Annual Report