Maase Inc 20-F for FY2021

Maase Inc. (MAAS)

20-F 2021-09-27 For: 2021-06-30

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Added on April 11, 2026

About this 20-F

Maase Inc filed this 20-F on September 27, 2021, covering the fiscal year ended June 30, 2021 (FY2021).

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Title of Each Class		Name of each exchange on which registered
Ordinary Shares, par value $0.001 per share		Nasdaq Global Market

☒ US GAAP	☐ International Financial	☐ Other
	Reporting Standards as issued by
	the International Accounting
	Standards Board

		Page No.
INTRODUCTION		ii
FORWARD-LOOING STATEMENTS		iii
PART I		1
ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	1
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE	1
ITEM 3.	KEY INFORMATION	1
ITEM 4.	INFORMATION ON OUR GROUP	28
ITEM 4A.	UNRESOLVED STAFF COMMENTS	62
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	62
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	82
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	86
ITEM 8.	FINANCIAL INFORMATION	89
ITEM 9.	THE OFFER AND LISTING	89
ITEM 10.	ADDITIONAL INFORMATION	90
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK	100
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	102

PART II		104
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	104
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	104
ITEM 15.	CONTROLS AND PROCEDURES	104
ITEM 16.	[RESERVED]	106
ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT	106
ITEM 16B.	CODE OF ETHICS	106
ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	106
ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	107
ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	107
ITEM 16F.	CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT	107
ITEM 16G.	CORPORATE GOVERNANCE	107
ITEM 16H.	MINE SAFETY DISCLOSURE	107

PART III		108
ITEM 17.	FINANCIAL STATEMENTS	108
ITEM 18.	FINANCIAL STATEMENTS	108
ITEM 19.	EXHIBITS	108

	For the year ended June 30,
	2019			2020			2021
	RMB			RMB			RMB			US$
	(in thousands)
Net revenues:
Wealth management services		193,082			106,444			176,589			27,350
Corporate financing services		6,271			6			-			-
Asset management services		2,767			23,033			13,464			2,085
Information technology services and others		1,111			-			1,147			178
Total net revenues		203,231			129,483			191,200			29,613
Operating costs and expenses:
Cost of sales		(31,092	)		(31,759	)		(44,043	)		(6,821	)
Selling expenses		(67,487	)		(84,074	)		(130,145	)		(20,157	)
General and administrative expenses		(48,572	)		(67,174	)		(90,194	)		(13,969	)
Total operating costs and expenses		(147,151	)		(183,007	)		(264,382	)		(40,947	)
Income (loss) from operations		56,080			(53,524	)		(73,182	)		(11,334	)
Other income, net:
Investment income		172			1,499			1,899			294
Interest income		5,956			11,003			10,919			1,691
Interest expenses		(1,048	)		-			-			-
Sundry income, net		259			5,077			4,690			726
Income (loss) before income taxes		61,419			(35,945	)		(55,674	)		(8,623	)
Income tax (expense) benefit		(9,396	)		2,394			9,608			1,488
Net income (loss)		52,023			(33,551	)		(46,066	)		(7,135	)
less: net income (loss) attributable to non-controlling interests		(1,508	)		(648	)		304			47
Net income (loss) attributable to Puyi Inc.’s shareholders		53,531			(32,903	)		(46,370	)		(7,182	)
Net income (loss) per share:
Basic and diluted		0.630			(0.364	)		(0.513	)		(0.079	)
Net income (loss) per ADS:
Basic and diluted		0.945			(0.546	)		(0.770	)		(0.119	)
Weighted average number of shares used in computation:
Basic and diluted		84,997,628			90,472,014			90,472,014			90,472,014
Net income (loss)		52,023			(33,551	)		(46,066	)		(7,135	)
Other comprehensive income (loss), net of tax: Foreign currency translation adjustments		11			456			(1,277	)		(198	)
Total comprehensive income (loss)		52,034			(33,095	)		(47,343	)		(7,333	)
Less: Comprehensive income (loss) attributable to the non-controlling interests		(1,508	)		(648	)		304			47
Comprehensive income (loss) attributable to Puyi Inc.’s shareholders		53,542			(32,447	)		(47,647	)		(7,380	)

	As of June 30,
	2019		2020		2021
	RMB		RMB		RMB		US$
	(in thousands)
Total current assets		467,124		393,222		403,326		62,467
Total assets		479,409		432,711		467,903		72,469
Total current liabilities		75,833		47,521		130,292		20,180
Total liabilities		75,833		62,230		147,602		22,861
Total equity interest attributable to the company		400,403		367,956		320,301		49,608
Non-controlling interests		3,173		2,525		-		-

	For the year ended June 30, 2021
	Transaction value				Revenue
	RMB		$		RMB		$
	(in thousands)
Publicly raised fund products		17,052,377		2,641,077		128,544		19,909
Privately raised fund products⁽¹⁾		1,032,180		159,864		47,745		7,395
Exchange administered products⁽²⁾		-		-		300		46
Total		18,084,557		2,800,941		176,589		27,350

FoF	Rate of management fees⁽¹⁾	Rate of subscription fees⁽²⁾	Carried interest^{(3) (4)}	Hurdle rate
Hebi FoF series	1.2%	1.0%	Nil to 10.0%	8.0%⁽³⁾
Ruixuan FoF	1.4%	1.0%	Nil to 15.0%	High water mark⁽⁴⁾
Jingheng FoF series	1.0%-1.5 %	1.0%	Nil to 15.0%	5.0%-6.0%⁽³⁾
Bailixin FoF series	1.0%-1.5 %	Nil to 1.0 %	Nil to 20.0%	5.0%-6.0%⁽³⁾

	AUM in RMB
		(in thousands)
Balance, as of July 1, 2018		321,353
Gross inflows⁽¹⁾		224,850
Gross outflows⁽²⁾		(65,796	)
Fair value changes⁽³⁾		22,387
Balance, as of June 30, 2019		502,794
Gross inflows⁽¹⁾		418,690
Gross outflows⁽²⁾		(244,662	)
Fair value changes⁽³⁾		172,180
Balance, as of June 30, 2020		849,002
Gross inflows⁽¹⁾		638,860
Gross outflows⁽²⁾		(407,710	)
Fair value changes⁽³⁾		36,948
Balance, as of June 30, 2021		1,117,100

Functional area	Number of employees		Percentage of total
Investment advisory		309		43.1	%
In-house financial advisory		210		29.3	%
Management and administrative		67		9.4	%
Technical department		93		13.0	%
Risk management		7		1.0	%
Asset management		30		4.2	%
Total		716		100.0	%

		Lease liability
Maturity		RMB
		(in thousands)
Year ending June 30:
	2022		14,903
	2023		13,124
	2024		4,748
	2025		66
	Thereafter		-
	Total		32,841

Name	Age	Position
Yu Haifeng	47	Director and Chairman of the board
Ren Yong	38	Chief Executive Officer
Hu Anlin	40	Director, Chief Financial Officer and Vice President
Hu Yinan	56	Director
Luo Jidong	68	Independent Director
Zhang Jianjun	64	Independent Director
Zhai Lihong	52	Independent Director

	Shares beneficially owned
Name of beneficial owner	Ordinary Shares		Percentage
Directors and executive officers:
Yu Haifeng⁽¹⁾		79,232,000		87.6	%
Principal Shareholders:
Worldwide Success Group Limited⁽²⁾		40,240,500		44.5	%
Winter Dazzle Limited⁽³⁾		12,559,500		13.9	%
Danica Surge Limited⁽⁴⁾		13,600,000		15.0	%
Advance Tycoon Limited⁽⁵⁾		12,832,000		14.2	%

	Years ended June 30,
	2019		% of net revenues		2020		% of net revenues		2021		2021		% of net revenues
	RMB				RMB				RMB		US$
	(in thousands, except for %)

Company A		109,130		53.7		*		*		29,264		4,532		15.3
Company B		*		*		45,921		35.5		122,723		19,008		64.2
Company C		23,987		11.8		14,703		11.3		*		*		*
Company D		*		*		16,790		13.0		*		*		*
		133,117		65.5		77,414		59.8		151,987		23,540		79.5

Service		Fees

●	To any person to which ADSs are issued or to any person to which a distribution is made in respect of ADS distributions pursuant to stock dividends or other free distributions of stock, bonus distributions, stock splits or other distributions (except where converted to cash)	Up to US$0.05 per ADS issued

●	Cancellation of ADSs, including the case of termination of the deposit agreement	Up to US$0.05 per ADS cancelled

●	Distribution of cash dividends	Up to US$0.05 per ADS held

●	Distribution of cash entitlements (other than cash dividends) and/or cash proceeds from the sale of rights, securities and other entitlements	Up to US$0.05 per ADS held

●	Distribution of ADSs pursuant to exercise of rights	Up to US$0.05 per ADS held

●	Distribution of securities other than ADSs or rights to purchase additional ADSs	Up to US$0.05 per ADS held

●	Depositary services	Up to US$0.05 per ADS held on the applicable record date(s) established by the depositary bank

	For the year ended June 30,
	2020		2021
	RMB		RMB
	(in thousands)
Audit Fees – Marcum Bernstein & Pinchuk LLP		1,945		1,935
Audit-Related Fees		—		—
Tax Fees		—		—
All Other Fees		—		—
Total Fees		1,945		1,935

Exhibit No.		Description

1.1.		Second Amended and Restated Memorandum and Articles of Association of the Registrant, effective March 19, 2019 (incorporated herein by reference to Exhibit 3.2 to the Form F-1, as amended, initially filed on November 21, 2018 (File No.333-228510))
2.1.		Registrant’s Specimen Share Certificate for ordinary shares (incorporated herein by reference to Exhibit 4.1 to the Form F-1, as amended, initially filed on November 21, 2018 (File No.333-228510))
2.2.		Form of Chengdu Puyi Bohui Information Technology Co., Ltd. Equity Entrustment Agreement (same as Exhibit 4.23) (incorporated herein by reference to Exhibit 4.2 to the Form F-1, as amended, initially filed on November 21, 2018 (File No.333-228510))
2.3.		Purchase Agreement between Fanhua Inc. and Puyi Inc. dated September 5, 2018 (same as Exhibit 4.26) (incorporated herein by reference to Exhibit 4.3 to the Form F-1, as amended, initially filed on November 21, 2018 (File No.333-228510))
2.4.		Registrant’s Specimen American Depositary Receipt (included in Exhibit 2.5) (incorporated herein by reference to Exhibit 4.4 to the Form F-1, as amended, initially filed on November 21, 2018 (File No.333-228510))
2.5.		Deposit Agreement, among the Registrant, the Depositary and Beneficial Owners of the American Depositary Receipts dated March 27, 2019 (incorporated herein by reference to Exhibit 2.5 to the Form 20-F, as amended, initially filed on October 14, 2019 (File No. 001-38813))
4.1.		Instrument of Transfer between Worldwide Success Group Limited and Advance Tycoon Limited dated August 31, 2018 (incorporated herein by reference to Exhibit 10.1 to the Form F-1, as amended, initially filed on November 21, 2018 (File No.333-228510))
4.2.		Instrument of Transfer between Worldwide Success Group Limited and Danica Surge Limited dated August 31, 2018 (incorporated herein by reference to Exhibit 10.2 to the Form F-1, as amended, initially filed on November 21, 2018 (File No.333-228510))
4.3.		Instrument of Transfer between Worldwide Success Group Limited and Winter Dazzle Limited dated August 31, 2018 (incorporated herein by reference to Exhibit 10.3 to the Form F-1, as amended, initially filed on November 21, 2018 (File No.333-228510))
4.4.		Equity Interest Transfer Agreement between Yu Haifeng and Chengdu Puyi Bohui Information Technology Co., Ltd. dated August 7, 2018 (incorporated herein by reference to Exhibit 10.4 to the Form F-1, as amended, November 21, 2018 (File No.333-228510))
4.5.		Equity Interest Transfer Agreement between Yu Haifeng and Renshou Xinrui Enterprises Management Center (Limited Partnership) dated August 7, 2018 (incorporated herein by reference to Exhibit 10.5 to the Form F-1, as amended, initially filed on November 21, 2018 (File No.333-228510))
4.6.		Share Transfer Agreement between Chengdu Puyi Bohui Information Technology Co., Ltd. and Renshou Xinrui Enterprises Management Center (Limited Partnership) & Yu Haifeng dated December 28, 2016 (incorporated herein by reference to Exhibit 10.6 to the Form F-1, as amended, initially filed on November 21, 2018 (File No.333-228510))

4.7.		Share Transfer Agreement between Li Shaogang & Dai Zijian and Tibet Zhuli Investment Co., Ltd & Guangdong Fanhua Puyi Asset Management Co., Ltd. dated May 22, 2018 (incorporated herein by reference to Exhibit 10.7 to the Form F-1, as amended, initially filed on November 21, 2018 (File No.333-228510))
4.8.		Equity Transfer Agreement between Yu Haifeng & Renshou Xinrui Enterprises Management Center (Limited Partnership) and Chengdu Puyi Bohui Information Technology Co., Ltd dated June 5, 2018 (incorporated herein by reference to Exhibit 10.8 to the Form F-1, as amended, initially filed on November 21, 2018 (File No.333-228510))
4.9.		Share Transfer Agreement between Shao Yanhui & Diao Yi and Dai Zijian & Li Shaogang dated March 20, 2017 (incorporated herein by reference to Exhibit 10.9 to the Form F-1, as amended, initially filed on November 21, 2018 (File No.333-228510))
4.10.		Equity Transfer Agreement between Shenzhen Chuangjia Investment Partnership (Limited Partnership) and Yang Yuanfen dated July 16, 2018 (incorporated herein by reference to Exhibit 10.10 to the Form F-1, as amended, initially filed on November 21, 2018 (File No.333-228510))
4.11.		Equity Transfer Agreement between Shenzhen Chuangjia Investment Partnership (Limited Partnership) and Yu Haifeng dated July 16, 2018 (incorporated herein by reference to Exhibit 10.11 to the Form F-1, as amended, initially filed on November 21, 2018 (File No.333-228510))
4.12.		Equity Interest Transfer Agreement between Shenzhen Yingjiasheng Investment Partnership (Limited Partnership) and Yu Haifeng dated March 14, 2016 (incorporated herein by reference to Exhibit 10.12 to the Form F-1, as amended, initially filed on November 21, 2018 (File No.333-228510))
4.13.		Equity Transfer Agreement between Tang Jianping and Guangdong Fanhua Puyi Asset Management Co., Ltd dated July 3, 2018 (incorporated herein by reference to Exhibit 10.13 to the Form F-1, as amended, initially filed on November 21, 2018 (File No.333-228510))
4.14.		Form of Employment Agreement between the Registrant and its chief executive officers (incorporated herein by reference to Exhibit 10.14 to the Form F-1, as amended, initially filed on November 21, 2018 (File No.333-228510))
4.15.		Form of Indemnification Agreement between the Registrant and its directors and executive officers (incorporated herein by reference to Exhibit 10.15 to the Form F-1, as amended, initially filed on November 21, 2018 (File No.333-228510))
4.16.		Exclusive Technology and Consultancy Services Agreement between Puyi Enterprises Management Consulting Co., Ltd. and Chengdu Puyi Bohui Information Technology Co., Ltd. dated September 6, 2018 (incorporated herein by reference to Exhibit 10.16 to the Form F-1, as amended, initially filed on November 21, 2018 (File No.333-228510))
4.17.		Equity Interest Pledge Agreement among Puyi Enterprises Management Consulting Co., Ltd.,Yu Haifeng, Yang Yuanfen and Chengdu Puyi Bohui Information Technology Co., Ltd. dated September 6, 2018 (incorporated herein by reference to Exhibit 10.17 to the Form F-1, as amended, initially filed on November 21, 2018 (File No.333-228510))
4.18.		Exclusive Option Agreement among Puyi Enterprises Management Consulting Co., Ltd., Haifeng Yu, Yuanfen Yang and Chengdu Puyi Bohui Information Technology Co., Ltd. dated September 6, 2018 (incorporated herein by reference to Exhibit 10.18 to the Form F-1, as amended, initially filed on November 21, 2018 (File No.333-228510))
4.19.		Spouse Consent Letter provided by Xiao Qi, Yu Haifeng’s spouse, dated September 6, 2018 (incorporated herein by reference to Exhibit 10.19 to the Form F-1, as amended, initially filed on November 21, 2018 (File No.333-228510))
4.20.		Spouse Consent Letter provided by Cheng Jianping, Yang Yuanfen’s spouse, dated September 6, 2018 (incorporated herein by reference to Exhibit 10.20 to the Form F-1, as amended, initially filed on November 21, 2018 (File No.333-228510))
4.21.		Powers of Attorney granted by Yu Haifeng dated September 6, 2018 (incorporated herein by reference to Exhibit 10.21 to the Form F-1, as amended, initially filed on November 21, 2018 (File No.333-228510))
4.22.		Powers of Attorney granted by Yang Yuanfen dated September 6, 2018 (incorporated herein by reference to Exhibit 10.22 to the Form F-1, as amended, initially filed on November 21, 2018 (File No.333-228510))

4.23.		Form of Chengdu Puyi Bohui Information Technology Co., Ltd. Equity Entrustment Agreement (incorporated herein by reference to Exhibit 10.23 to the Form F-1, as amended, initially filed on November 21, 2018 (File No.333-228510))
4.24.		Equity Transfer Agreement between Beijing Trans-Link Investment Co., Ltd. And Chengdu Puyi Bohui Information Technology Co., Ltd. dated September 3, 2018 (incorporated herein by reference to Exhibit 10.24 to the Form F-1, as amended, initially filed on November 21, 2018 (File No.333-228510))
4.25.		Supplemental Agreement to Exhibit 10.24 dated September 19, 2018 (incorporated herein by reference to Exhibit 10.25 to the Form F-1, as amended, initially filed on November 21, 2018 (File No.333-228510))
4.26.		Purchase Agreement between Fanhua Inc. and Puyi Inc. dated September 5, 2018 (incorporated herein by reference to Exhibit 10.26 to the Form F-1, as amended, initially filed on November 21, 2018 (File No.333-228510))
4.27.		2018 Share Incentive Plan (incorporated herein by reference to Exhibit 10.27 to the Form F-1, as amended, initially filed on November 21, 2018 (File No.333-228510))
4.28.		Escrow Agreement among the Registrant, Continental Stock Transfer & Trust Company and Network 1 Financial Securities, Inc. dated February 25, 2019 (incorporated herein by reference to Exhibit 4.28 to the Form 20-F, as amended, initially filed on October 14, 2019 (File No. 001-38813))
8.1.		Significant subsidiaries and consolidated affiliated entities of the Registrant (incorporated herein by reference to Exhibit 21.1 to the Form F-1, as amended, initially filed on November 21, 2018 (File No.333-228510))
11.1.		Code of Business Conduct and Ethics of the Registrant (incorporated herein by reference to Exhibit 99.1 to the Form F-1, as amended, initially filed on November 21, 2018 (File No.333-228510))
12.1.*		CEO Certificate Pursuant to Section 302 of Sarbanes-Oxley Act of 2002
12.2.*		CFO Certificate Pursuant to Section 302 of Sarbanes-Oxley Act of 2002
13.1.**		CEO Certificate Pursuant to Section 906 of Sarbanes-Oxley Act of 2002
13.2.**		CFO Certificate Pursuant to Section 906 of Sarbanes-Oxley Act of 2002
15.1.*		Consent of Walkers (Hong Kong)
15.2.*		Consent of ETR Law Firm
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Scheme Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

	Puyi Inc.

September 27, 2021	BY:	/s/ Ren Yong
		Ren Yong
		Chief Executive Officer

		Page

Report of Independent Registered Public Accounting Firm		F-2

Consolidated Statements of Financial Position as of June 30, 2020 and 2021		F-3

Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended June 30, 2019, 2020 and 2021		F-5

Consolidated Statements of Shareholders’ Equity for the Years Ended June 30, 2019, 2020 and 2021		F-7

Consolidated Statements of Cash Flows for the Years Ended June 30, 2019, 2020 and 2021		F-8

Notes to the Consolidated Financial Statements		F-10

	Share Capital				Additional			Statutory			Retained			Accumulated Other			Non-controlling
	Ordinary Shares		Amount		Paid-in Capital			Reserves			Earnings			Comprehensive Income (loss)			Interests			Total
			RMB		RMB			RMB			RMB			RMB			RMB			RMB

Balance as of June 30, 2018		80,000,000		529		62,705			14,152			107,407			-			8,859			193,652
Net income		-		-		-			-			53,531			-			(1,508	)		52,023
Provision for statutory reserves		-		-		-			5,672			(5,672	)		-			-			-
Capital injection by founding shareholders		-		-		530			-			-			-			-			530
Purchase of NCIs		-		-		(1,821	)		-			-			-			(8,209	)		(10,030	)
Issuance of shares to Fanhua In.		4,033,600		28		10,001			-			-			-			-			10,029
Proceeds from IPO		6,438,414		43		153,287			-			-			-			-			153,330
Acquisition of Zhonghui		-		-		-			-			-			-			1,581			1,581
Capital injection by Zhonghui’s minority shareholders		-		-		-			-			-			-			2,450			2,450
Other comprehensive income: foreign currency translation adjustments		-		-		-			-			-			11			-			11
Balance as of June 30, 2019		90,472,014		600		224,702			19,824			155,266			11			3,173			403,576

Balance as of June 30, 2019		90,472,014		600		224,702			19,824			155,266			11			3,173			403,576
Net loss		-		-		-			-			(32,903	)		-			(648	)		(33,551	)
Provision for statutory reserves		-		-		-			2,049			(2,049	)		-			-			-
Other comprehensive income : foreign currency translation adjustments		-		-		-			-			-			456			-			456
Balance as of June 30, 2020		90,472,014		600		224,702			21,873			120,314			467			2,525			370,481

Balance as of June 30, 2020		90,472,014		600		224,702			21,873			120,314			467			2,525			370,481
Net loss		-		-		-			-			(46,370	)		-			304			(46,066	)
Provision for statutory reserves		-		-		-			1,238			(1,238	)		-			-			-
Cancellation of Baoying						(8	)		(8	)		8									(8	)
Disposal of Zhonghui																		(2,829	)		(2,829	)
Other comprehensive income (loss): foreign currency translation adjustments		-		-		-			-			-			(1,277	)		-			(1,277	)
Balance as of June 30, 2021		90,472,014		600		224,694			23,103			72,714			(810	)		-			320,301
Balance as of June 30, 2021 in US$		90,472,014		93		34,801			3,578			11,262			(126	)		-			49,608

Name	Date of incorporation/ acquired	Place of incorporation	Percentage of effective ownership			Principal Activities
Wholly owned subsidiaries
Puyi Group	July 2018	BVI		100	%	Holding company
Puyi Holdings (Hong Kong) Limited (“Puyi HK”)	July 2018	Hong Kong		100	%	Holding company
Puyi Enterprises Management Consulting Co., Ltd. (“Puyi Consulting” or the Wholly Foreign-Owned Enterprise “WFOE”)	August 2018	Chengdu		100	%	WFOE
Puyi Dake	May 2020	Chengdu		100	%	Information technology
Variable Interest Entities (“VIEs”)
Puyi Bohui	April 2012	Chengdu		100	%	Information technology
Puyi Fund	November 2010	Chengdu		100	%	Fund product distribution
Puyi Zhongxiang	April 2014	Shenzhen		100	%	Financial product distribution
Puyi Asset	May 2013	Shenzhen		100	%	Asset management
Chongqing Fengyi	December 2016	Chongqing		100	%	Corporate financing business

		Estimated useful life
Office equipment, furniture, fixtures		3-5 years
Motor vehicles		3-5 years
Leasehold improvements		Shorter of the remaining lease terms and estimated useful lives

Level 1	applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2	applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3	applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

	Allowance for doubtful accounts
Balance as of July 1, 2019		-
Addition		6,892
Balance as of June 30, 2020		6,892
Balance as of June 30, 2021		6,892

	As of June 30, 2020		As of June 30, 2021		As of June 30, 2021
	RMB		RMB		US$
Right-of-use assets		22,172		31,329		4,851
Lease liabilities, current		7,401		13,705		2,122
Lease liabilities, non-current		14,709		17,310		2,681
Total operating lease liabilities		22,110		31,015		4,803

	As of June 30, 2020			As of June 30, 2021
Weighted average lease term:
Operating leases		3.04 years			2.40 years
Weighted average discount rate:
Operating leases		4.75	%		4.75	%

	For the year ended June 30, 2020		For the year ended June 30, 2021		For the year ended June 30, 2021
	RMB		RMB		US$

Operating lease expenses		7,870		11,129		1,724
Short-term lease expenses		435		2,740		424
Total		8,305		13,869		2,148

	For the years ended June 30,
	2019			2020			2021			2021
	RMB			RMB			RMB			US$

Government grants		415			5,104			4,945			765
Others		(156	)		(27	)		(255	)		(39	)
Total sundry income, net		259			5,077			4,690			726

	RMB		US$

Balance as of June 30, 2018		8,700		1,315
Provisions for uncertain tax positions during the year ended June 30, 2019		600		40
Balance as of June 30, 2019		9,300		1,355
Provisions for uncertain tax positions during the year ended June 30, 2020		-		-
Balance as of June 30, 2020		9,300		1,316
Provisions for uncertain tax positions during the year ended June 30, 2021		2,800		434
Balance as of June 30, 2021		12,100		1,874

Related parties		Relationship
Mr. Yu Haifeng		Controlling shareholder and Chairman of the Group CEO of the Group until September 20, 2019
Fanhua Inc.		Shareholder of Puyi since September 2018 who has approximately 4.5% of Puyi and shares a common director with Puyi
Fanhua Lianxing Insurance Sales Co., Ltd.		Subsidiary of Fanhua Inc.
Tibet Zhuli Investment Co., Ltd.		Subsidiary of Fanhua Inc.
Mr. Tang Jianping		Minority shareholder of Zhonghui, who holds its 48% shares. As we disposed Zhonghui in December 2020, Mr. Tang Jianping was not our related party since then.
Shenzhen Taozhan Trade Co., Ltd.		Mr. Tang Jianping’s wife holds its 48% shares. As we disposed Zhonghui in December 2020, this entity was not our related party since then.
Red Lake Yongjin No.1 (Shenzhen) Investment LLP		A vehicle controlled by Mr. Tang Jianping by April 2020 and managed by the Group thereafter. As we disposed Zhonghui in December 2020, this entity was not our related party since then.
Shenzhen Red Lake Shengchuang Investment LLP		Ultimately controlled by Mr. Tang Jianping. As we disposed Zhonghui in December 2020, this entity was not our related party since then.
Jinhui Red Lake (Shenzhen) Enterprise Management Co., Ltd.		Mr. Tang Jianping is the executive partner of this entity. As we disposed Zhonghui in December 2020, this entity was not our related party since then.

	Years ended June 30,
	Note	2019		2020		2021		2021
		RMB		RMB		RMB		US$
Loan provided to related parties
Shenzhen Red Lake Shengchuang Investment LLP	a		-		718		-		-
Jinhui Red Lake (Shenzhen) Enterprise Management Co., Ltd.	b		-		119		-		-
Subtotal			-		837		-		-

Repayment of loan from related parties
Shenzhen Red Lake Shengchuang Investment LLP	a		-		175		-		-
Jinhui Red Lake (Shenzhen) Enterprise Management Co., Ltd.	b		-		5		-		-
Shenzhen Taozhan Trade Co., Ltd.	c		410		-		-		-
Mr. Yu Haifeng	e		80		-		-		-
Subtotal			490		180		-		-

Loan received from related party
Tibet Zhuli Investment Co., Ltd.	f		50,000		-		-		-

Interest expense
Tibet Zhuli Investment Co., Ltd.	f		1,048		-		-		-

Repayment of loan to related party
Tibet Zhuli Investment Co., Ltd.	f		51,048		-		-		-

Advisory fee expense
Red Lake Yongjin No.1 (Shenzhen) Investment LLP	g		581		-		-		-

Other services
Income from Fanhua Lianxing Insurance Sales Co., Ltd.	d		-		-		1,146		178
Amount received from Fanhua Lianxing Insurance Sales Co., Ltd.	d		-		-		494		77

(a)	Zhonghui provided interest free loans to Shenzhen Red Lake Shengchuang Investment LLP (“Shengchuang”) totaling RMB718 from December 2019 to June 2020. As of June 30, 2020, RMB175 had been returned. As we disposed Zhonghui in December 2020, this entity was not our related party since then.

(b)	Zhonghui provided interest free loans to Jinhui Red Lake (Shenzhen) Enterprise Management Co., Ltd. (“Jinhui”) totaling RMB119 from February 2020 to June 2020. As of June 30, 2020, RMB5 had been returned. As we disposed Zhonghui in December 2020, this entity was not our related party since then.

(c)	Zhonghui, a subsidiary acquired by the Group in July 2018, provided an interest free loan of RMB1,000 to Shenzhen Taozhan Trade Co., Ltd. (“Taozhan”). During the year ended June 30, 2019, Taozhan repaid RMB410 to the Group. As we disposed Zhonghui in December 2020, this entity was not our related party since then.

(d)	Starting from January 2021, the Group cooperated with Fanhua Lianxing Insurance Sales Co., Ltd (“Lianxing”) and received service fee with VAT totaling RMB1,215 and without VAT totaling RMB1,146 from marketing insurance products for Lianxing. As of June 30, 2021, RMB494 with VAT had been received.

(e)	The Group provided a loan to Mr. Yu Haifeng in June 2018. The loan has been repaid in July 2018.

(f)	In August 2018, the Group received a short-term loan with a principal amount of RMB50,000 from Tibet Zhuli Investment Co., Ltd. (“Tibet Zhuli”), which was controlled by Fanhua Inc, the Group’s shareholder. The amounts are unsecured, bearing interest at 8.5% per annum and are repayable after 6 months from the date of the agreement. The principal and interest of the loan have been fully repaid as of June 30, 2019.

(g)	In September 2018, the Group incurred advisory fee expenses to Red Lake Yongjin No.1 (Shenzhen) Investment LLP for a potential non-performing loan project.

	As of June 30,
	2020		%			2021		2021		%
	RMB					RMB		US$

Company A		6,690		16.8	%		16,484		2,553		29.9	%
Company B		14,543		36.5	%		31,662		4,904		57.4	%
Company D		11,042		27.7	%		*		*		*
		32,275		81.0	%		48,146		7,457		87.3	%