6-K

RLX Technology Inc. (RLX)

6-K 2021-12-03 For: 2021-12-03
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Added on April 10, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2021

Commission File Number: 001-39902

RLX Technology Inc.

19/F, Building 1, Junhao Central Park Plaza

No. 10 South Chaoyang Park Avenue

Chaoyang District, Beijing 100026

People’s Republic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x            Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Exhibit Index

Exhibit 99.1—Press Release

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

RLX Technology Inc.
By : /s/ Chao Lu
Name : Chao Lu
Title : Chief Financial Officer

Date: December 3, 2021

Exhibit 99.1

RLX Technology Announces Unaudited Third Quarter2021 Financial Results

BEIJING, December 3, 2021 /PRNEWSWIRE/ - RLX Technology Inc. (“RLX Technology” or the “Company”) (NYSE: RLX), a leading branded e-vapor company in China, today announced its unaudited financial results for the third quarter ended September 30, 2021.

Third Quarter 2021 Financial Highlights

· Net revenues were RMB1,676.7 million (US$260.2 million), representing a decrease of 34.0% from<br>RMB2,541.4 million in the second quarter of 2021.
· Gross margin was 39.1%, compared to 45.1% in the second quarter of 2021.
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· U.S. GAAP net income was RMB976.4 million (US$151.5 million), compared with RMB824.3 million in<br>the second quarter of 2021.
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· Non-GAAP net income^1^<br>was RMB452.7 million (US$70.3 million), compared with RMB651.8 million in the second quarter of 2021.
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“In the third quarter, we continued to develop our business through concerted efforts deepening our scientific research abilities, adding to our differentiated product portfolio, and enhancing our sustainability initiatives. We also strengthened our core capabilities by expanding our talent pool, optimizing our retail network and making digitalization upgrades to our operating infrastructure,” said Ms. Ying (Kate) Wang, Co-founder, Chairperson of the Board of Directors and Chief Executive Officer of RLX Technology. “Looking ahead, with the formal confirmation of the amendment to the implementation rules of tobacco monopoly law announced last week bringing innovative tobacco products including e-cigarettes under the regulatory framework, together with the draft administrative measures for electronic cigarettes and the draft national electronic cigarette product standards announced earlier this week, we believe the sector will enter a new era of development, an era marked by enhanced product safety and quality, augmented social responsibilities, and improved intellectual property protection. These developments will pave way for long-term sustainable growth in this sector.”

“In the past quarter, we placed even more focus on investments in R&D, organizational upgrades and operational efficiency improvements in existing channels, shifting from the efforts on distribution network expansion in previous quarters,” said Mr. Chao Lu, Chief Financial Officer of RLX Technology. “As a result, we have a richer product portfolio in the pipeline and healthier inventory levels across our value chain.”

“We believe our quarterly revenue drop was temporary, and the investments we made in products, talents, research, and compliance in the third quarter and beyond will place us in advantageous positions under the new regulatory paradigm. We expect these investments to yield steady and sustainable growth soon,” Mr. Lu added.

Third Quarter 2021 Unaudited Financial Results

Netrevenues decreased by 34.0% to RMB1,676.7 million (US$260.2 million) in the third quarter of 2021 from RMB2,541.4 million in the second quarter of 2021. The decrease was as a result of volatile market conditions, including (i) the negative publicity on the e-vapor industry since the latter half of the second quarter, (ii) the fact that the draft new rules announced on March 22, 2021 had not been formally confirmed in this quarter, and (iii) evolving COVID-19 restrictions in response to outbreaks in China, which had an adverse impact on our sales and channel inventory management.

^1^Non-GAAP net income is a non-GAAP financial measure. For more information on the Company's non-GAAP financial measures, please see the section “Non-GAAP Financial Measures” and the table captioned "Unaudited Reconciliation of GAAP and Non-GAAP Results" set forth at the end of this press release.

Grossprofit decreased by 42.8% to RMB656.0 million (US$101.8 million) in the third quarter of 2021 from RMB1,146.5 million in the second quarter of 2021.

Grossmargin was 39.1% in the third quarter of 2021, compared to 45.1% in the second quarter of 2021. The decrease was primarily due to (i) an increase in direct cost related to promotional activities and (ii) an increase in inventory provision.

Operatingexpenses were positive RMB241.3 million (US$37.5 million) in the third quarter of 2021, representing a decrease of 244.4% from RMB167.2 million in the second quarter of 2021. The significant decrease in operating expenses was primarily due to the recognition of share-based compensation expenses of positive RMB523.7 million (US$81.3 million), consisting of (i) share-based compensation expenses of positive RMB90.8 million (US$14.1 million) recognized in selling expenses, (ii) share-based compensation expenses of positive RMB320.1 million (US$49.7 million) recognized in general and administrative expenses, and (iii) share-based compensation expenses of positive RMB112.8 million (US$17.5 million) recognized in research and development expenses. The significant fluctuations in share-based compensation expenses were primarily due to the changes in the fair value of the share incentive awards that the Company granted to its employees as affected by the significant fluctuations of the share price of the Company.

Sellingexpenses decreased by 55.1% to RMB56.5 million (US$8.8 million) in the third quarter of 2021 from RMB126.0 million in the second quarter of 2021. The decrease was mainly driven by the (i) fluctuation of share-based compensation expenses and (ii) a decrease in salaries and welfare benefits, partially offset by an increase in branding material expenses.

Generaland administrative expenses decreased by 649.8% to positive RMB253.2 million (US$39.3 million) in the third quarter of 2021 from RMB46.1 million in the second quarter of 2021. The decrease was mainly driven by the (i) fluctuation of the share-based compensation expenses and (ii) a decrease in salaries and welfare benefits.

Researchand development expenses decreased by 808.3% to positive RMB44.6 million (US$6.9 million) in the third quarter of 2021 from positive RMB4.9 million in the second quarter of 2021. The decrease was mainly driven by the (i) fluctuation of the share-based compensation expenses and (ii) a decrease in salaries and welfare benefits, partially offset by (i) an increase in software and technical expenses and (ii) an increase in consulting expenses.

Incomefrom operations was RMB897.3 million (US$139.3 million) in the third quarter of 2021, compared with RMB979.3 million in the second quarter of 2021.

Incometax expense was RMB121.4 million (US$18.8 million) in the third quarter of 2021, compared with RMB204.2 million in the second quarter of 2021. The decrease was primarily due to a decrease in taxable income.

U.S.GAAP n****et income was RMB976.4 million (US$151.5 million) in the third quarter of 2021, compared with RMB824.3 million in the second quarter of 2021.

Non-GAAP****net income was RMB452.7 million (US$70.3 million) in the third quarter of 2021, representing a decrease of 30.5% from RMB651.8 million in the second quarter of 2021.

U.S.GAAP basic and diluted net income per American depositary share (“ADS”) were RMB0.724 (US$0.112) and RMB0.717 (US$0.111), respectively, in the third quarter of 2021, compared to U.S. GAAP basic and diluted net income per ADS of RMB0.595 and RMB0.591, respectively, in the second quarter of 2021.

Non-GAAPbasic and diluted net income per ADS^2^ were RMB0.334 (US$0.052) and RMB0.332 (US$0.051), respectively, in the third quarter of 2021, compared to non-GAAP basic and diluted net income per ADS of RMB0.470 and RMB0.467, respectively, in the second quarter of 2021.

Balance****Sheet and Statements of Cash Flows

As of September 30, 2021, the Company had cash and cash equivalents, restricted cash, short-term bank deposits, short-term investments and long-term bank deposits of RMB14,720.3 million (US$2,284.6 million), compared to RMB14,880.8 million as of June 30, 2021. As of September 30, 2021, approximately US$1,643.1 million (RMB10,586.9 million) was denominated in U.S. dollars.

For the third quarter ended September 30, 2021, net cash used in operating activities was RMB142.9 million (US$22.2 million).

Conference Call

The Company’s management will host an earnings conference call at 7:00 A.M. U.S. Eastern Time on December 3, 2021 (8:00 P.M. Beijing/Hong Kong Time on December 3, 2021).

Dial-in details for the earnings conference call are as follows:

United States (toll free): +1-888-317-6003
International: +1-412-317-6061
Hong Kong, China (toll free): +800-963-976
Hong Kong, China: +852-5808-1995
Mainland China: 400-120-6115
Participant Code: 4250889

Participants should dial-in at least 10 minutes before the scheduled start time and ask to be connected to the call for “RLX Technology Inc.” with the Participant Code as set forth above.

Additionally, a live and archived webcast of the conference call will be available on the Company's investor relations website at https://ir.relxtech.com.

A replay of the conference call will be accessible approximately two hours after the conclusion of the call until December 10, 2021, by dialing the following telephone numbers:

United States: +1-877-344-7529
International: +1-412-317-0088
Replay Access Code: 10161974

^2^Non-GAAP basic and diluted net income per ADS is a non-GAAP financial measure. For more information on the Company's non-GAAP financial measures, please see the section “Non-GAAP Financial Measures” and the table captioned "Unaudited Reconciliation of GAAP and Non-GAAP Results" set forth at the end of this press release.

About RLX Technology Inc.

RLX Technology Inc. (NYSE: RLX) is a leading branded e-vapor company in China. The Company leverages its strong in-house technology and product development capabilities and in-depth insights into adult smokers' needs to develop superior e-vapor products. RLX Technology Inc. sells its products through an integrated offline distribution and "branded store plus" retail model tailored to China's e-vapor market.

For more information, please visit: http://ir.relxtech.com.

Non-GAAP Financial Measures

The Company uses Non-GAAP net income and Non-GAAP basic and diluted net income per ADS, each a non-GAAP financial measure, in evaluating its operating results and for financial and operational decision-making purposes. Non-GAAP net income represents net income excluding share-based compensation expenses. Non-GAAP basic and diluted net income per ADS is computed using Non-GAAP net income attributable to RLX Technology Inc. and the same number of ADSs used in U.S. GAAP basic and diluted net income/(loss) per ADS calculation.

The Company presents these non-GAAP financial measures because they are used by the management to evaluate its operating performance and formulate business plans. The Company believes that they help identify underlying trends in its business that could otherwise be distorted by the effect of certain expenses that are included in net income/(loss). The Company also believes that the use of the non-GAAP measures facilitates investors' assessment of its operating performance, as they could provide useful information about its operating results, enhances the overall understanding of its past performance and future prospects and allows for greater visibility with respect to key metrics used by the management in its financial and operational decision making.

The non-GAAP financial measures are not defined under U.S. GAAP and are not presented in accordance with U.S. GAAP. The non-GAAP financial measures have limitations as analytical tools. They should not be considered in isolation or construed as an alternative to net income/(loss), basic and diluted net income/(loss) per ADS or any other measure of performance or as an indicator of its operating performance. Investors are encouraged to review its historical non-GAAP financial measures to the most directly comparable U.S. GAAP measures. The non-GAAP financial measures here may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled measures differently, limiting their usefulness as comparative measures to our data. The Company encourages investors and others to review its financial information in its entirety and not rely on any single financial measure.

For more information on the non-GAAP financial measures, please see the table captioned “Unaudited Reconciliation of GAAP and non-GAAP Results” set forth at the end of this press release.

Exchange Rate Information

This announcement contains translations of certain RMB amounts into U.S. dollars at a specified rate solely for the convenience of the reader. Unless otherwise noted, all translations from RMB to U.S. dollars and from U.S. dollars to RMB are made at a rate of RMB6.4434 to US$1.00, the exchange rate on September 30, 2021 set forth in the H.10 statistical release of the Federal Reserve Board. The Company makes no representation that the RMB or U.S. dollars amounts referred could be converted into U.S. dollars or RMB, as the case may be, at any particular rate or at all.

Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” and similar statements. Among other things, quotations from management in this announcement, as well as the Company’s strategic and operational plans, contain forward-looking statements. The Company may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including but not limited to statements about the Company’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the Company’s growth strategies; its future business development, results of operations and financial condition; trends and competition in China’s e-vapor market; changes in its revenues and certain cost or expense items; PRC governmental policies, laws and regulations relating to the Company's industry, and general economic and business conditions globally and in China and assumptions underlying or related to any of the foregoing. Further information regarding these risks, uncertainties or factors is included in the Company’s filings with the U.S. Securities and Exchange Commission. All information provided in this press release and in the attachments is current as of the date of this press release, and the Company does not undertake any obligation to update such information, except as required under applicable law.

For more information, please contact:

In China:

RLX Technology Inc.

Head of Investor Relations

Sam Tsang

Email: ir@relxtech.com

The Piacente Group, Inc.

Jenny Cai

Tel: +86-10-6508-0677

Email: RLX@tpg-ir.com

In the United States:

The Piacente Group, Inc.

Brandi Piacente

Tel: +1-212-481-2050

Email: RLX@tpg-ir.com

RLX TECHNOLOGY INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(All amounts in thousands, except for share and per share data, or otherwise noted)

September 30, September 30,
2021 2021
RMB US
ASSETS
Current assets:
Cash and cash equivalents 1,113,988 6,368,034
Restricted cash 340,813 500
Short-term bank deposits 493,282 2,503,153
Receivables from online payment platforms 862 1,923
Short-term investments 1,473,349 3,138,215
Accounts and notes receivable 20,089 6,984
Inventories, net 329,123 622,990
Amounts due from related parties 21,006 21,382
Prepayments and other current assets 74,383 372,198
Total current assets 3,866,895 13,035,379
Non-current assets:
Property, equipment and leasehold improvement, net 74,500 143,879
Intangible assets, net 5,393 8,533
Long-term investments 4,000 12,000
Deferred tax assets 6,000 815
Right-of-use assets, net 91,743 195,493
Long-term bank deposits - 2,710,378
Other non-current assets 11,354 38,074
Total non-current assets 192,990 3,109,172
Total assets 4,059,885 16,144,551
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts and notes payable 1,459,782 1,449,385
Contract liabilities 320,434 115,956
Salary and welfare benefits payable 179,558 341,094
Taxes payable 363,644 480,648
Accrued expenses and other current liabilities 116,929 259,554
Amounts due to related parties 11,174 -
Lease liabilities-current portion 45,073 79,837
Total current liabilities 2,496,594 2,726,474
Non-current liabilities:
Deferred tax liabilities 5,210 5,210
Lease liabilities-non-current portion 49,448 121,284
Total non-current liabilities 54,658 126,494
Total liabilities 2,551,252 2,852,968
Shareholders’ Equity:
Ordinary shares  (US0.00001 par value; 15,000,000,000 shares authorized; 1,436,815,570 shares issued and outstanding as of December 31, 2020; 1,570,790,570 shares issued and 1,345,854,800 shares outstanding as of September 30, 2021) 94 103
Additional paid in capital 1,589,857 11,806,405
Statutory reserves 1,000 1,000
(Accumulated deficit)/ retained earnings (81,640 ) 1,449,183
Accumulated other comprehensive (loss)/income (678 ) 31,984
Total RLX Technology Inc. shareholders’ equity 1,508,633 13,288,675
Noncontrolling interests - 2,908
Total shareholders’ equity 1,508,633 13,291,583
Total liabilities and shareholders’ equity 4,059,885 16,144,551

All values are in US Dollars.

RLX TECHNOLOGY INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME COMPREHENSIVE INCOME/(LOSS)

(All amounts in thousands, except for share and per share data, or otherwise noted)

For the three months ended For the nine months ended
September 30, June 30, September 30, September 30, September 30, September 30, September 30,
2020 2021 2021 2021 2020 2021 2021
RMB RMB RMB US RMB RMB US
Net revenues 1,120,159 2,541,402 1,676,723 2,201,261 6,616,622
Cost of revenues (682,617 ) (1,394,916 ) (1,020,753 ) ) (1,367,838 ) (3,710,092 ) )
Gross profit 437,542 1,146,486 655,970 833,423 2,906,530
Operating expenses:
Selling expenses (86,650 ) (126,005 ) (56,525 ) ) (246,471 ) (474,066 ) )
General and administrative expenses (254,815 ) (46,056 ) 253,231 (324,926 ) (505,639 ) )
Research and development expenses (38,546 ) 4,911 44,607 (90,396 ) (162,116 ) )
Total operating expenses (380,011 ) (167,150 ) 241,313 (661,793 ) (1,141,821 ) )
Income from operations 57,531 979,336 897,283 171,630 1,764,709
Other income:
Interest income, net 11,242 16,069 22,633 24,729 48,117
Investment income 5,842 23,868 27,463 8,731 66,258
Others, net 10,507 9,185 150,498 23,461 156,515
Income before income tax 85,122 1,028,458 1,097,877 228,551 2,035,599
Income tax expense (77,288 ) (204,154 ) (121,442 ) ) (119,907 ) (501,889 ) )
Net income 7,834 824,304 976,435 108,644 1,533,710
Less: net income attributable to noncontrolling interests - - 2,520 - 2,520
Net income attributable to RLX Technology Inc. 7,834 824,304 973,915 108,644 1,531,190
Other comprehensive (loss)/income:
Foreign currency translation adjustments (357 ) (184,772 ) 41,911 156 32,662
Total other comprehensive (loss)/income (357 ) (184,772 ) 41,911 156 32,662
Total comprehensive income 7,477 639,532 1,018,346 108,800 1,566,372
Less: total comprehensive income  attributable to noncontrolling interests - - 2,520 - 2,520
Total comprehensive income attributable to RLX Technology Inc. 7,477 639,532 1,015,826 108,800 1,563,852
Net income per ordinary share/ADS
Basic 0.005 0.595 0.724 0.076 1.078
Diluted 0.005 0.591 0.717 0.076 1.073
Weighted average number of ordinary shares/ADSs
Basic 1,436,815,570 1,385,410,036 1,345,928,878 1,436,815,570 1,419,969,217
Diluted 1,436,815,570 1,394,565,595 1,357,908,401 1,436,815,570 1,427,055,536

All values are in US Dollars.

RLXTECHNOLOGY INC.

UNAUDITEDRECONCILIATION OF GAAP AND NON-GAAP RESULTS

(Allamounts in thousands, except for share and per share data, or otherwise noted)

For<br> the three months ended For<br> the nine months ended
September 30, June 30, September 30, September 30, September 30, September 30, September 30,
2020 2021 2021 2021 2020 2021 2021
RMB RMB RMB US RMB RMB US
Net<br> income 7,834 824,304 976,435 108,644 1,533,710
Add:<br> share-based compensation expenses
Selling<br> expenses 9,760 (51,473 ) (90,768 ) ) 19,055 (21,538 ) )
General<br> and administrative expenses 214,572 (41,404 ) (320,126 ) ) 226,047 256,964
Research<br> and development expenses 13,834 (79,666 ) (112,847 ) ) 27,905 (54,201 ) )
Non-GAAP<br> net income 246,000 651,761 452,694 381,651 1,714,935
Net<br> income attributable to RLX Technology Inc. 7,834 824,304 973,915 108,644 1,531,190
Add:<br> share-based compensation expenses 238,166 (172,543 ) (523,741 ) ) 273,007 181,225
Non-GAAP<br> net income attributable to RLX Technology Inc. for computing non-GAAP net income per ordinary share/ADS 246,000 651,761 450,174 381,651 1,712,415
Non-GAAP<br> net income per ordinary share/ADS
-<br> Basic 0.171 0.470 0.334 0.266 1.206
-<br> Diluted 0.171 0.467 0.332 0.266 1.200
Weighted<br> average number of ordinary shares/ADSs
-<br> Basic 1,436,815,570 1,385,410,036 1,345,928,878 1,436,815,570 1,419,969,217
-<br> Diluted 1,436,815,570 1,394,565,595 1,357,908,401 1,436,815,570 1,427,055,536

All values are in US Dollars.

RLXTECHNOLOGY INC.

UNAUDITEDCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Allamounts in thousands, except for share and per share data, or otherwise noted)

For<br> the three months ended For<br> the nine months ended
September 30, June 30, September 30, September 30, September 30, September 30, September 30,
2020 2021 2021 2021 2020 2021 2021
RMB RMB RMB US RMB RMB US
Net<br> cash generated from/(used in) operating activities 798,828 649,441 (142,852 ) ) 1,299,262 1,334,154
Net<br> cash used in investing activities (746,205 ) (3,620,360 ) (38,534 ) ) (2,642,398 ) (6,473,141 ) )
Net<br> cash generated from/(used in) financing activities 324,272 (6,174 ) 389 1,375,540 10,031,637
Effect<br> of foreign exchange rate changes on cash, cash equivalents and restricted cash 15,915 (146,515 ) 23,372 30,005 21,083
Net<br> increase/(decrease) in cash and cash equivalents and restricted cash 392,810 (3,123,608 ) (157,625 ) ) 62,409 4,913,733
Cash,<br> cash equivalents and restricted cash at the beginning of the period 153,691 9,649,767 6,526,159 484,092 1,454,801
Cash,<br> cash equivalents and restricted cash at the end of the period 546,501 6,526,159 6,368,534 546,501 6,368,534

All values are in US Dollars.