6-K - RLX - Equibles

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 March 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): ¨

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/ Ying (Kate) Wang
Name:	Ying (Kate) Wang
Title:	Co-founder, Chairperson of the Board of Directors and Chief Executive Officer

Date: March 31, 2021

Exhibit Index

Exhibit 99.1—Press Release
Exhibit 99.2—Press Release

Exhibit 99.1

RLX Technology Inc. Announces Share Distribution

BEIJING, March 26, 2021 — RLX Technology Inc. (“RLX Technology” or the “Company”) (NYSE: RLX), a leading branded e-vapor company in China, today announced that RELX Inc. (“RELX”), the parent company of RLX Technology, has approved the distribution of the Company’s ordinary shares held by it to its shareholders of record as of the close of business on March 26, 2021 (the “Record Date”) in proportion to RELX’s current shareholding structure (the “Share Distribution”). This Share Distribution plan has been disclosed in the Company’s registration statement on Form F-1 declared effective on January 21, 2021 (the “Registration Statement”).

Upon the completion of the Share Distribution, 2021 Share Incentive Plan of the Company (the “2021 Plan”) will assume all outstanding share incentive awards issued under the 2018 Equity Incentive Plan and 2019 Equity Incentive Plan of RELX Inc. (the “Relx Plans”). Immediately after the Share Distribution, BJ BJ Limited will hold 224,935,770 Class A ordinary shares for the purpose of granting share incentive awards under the 2021 Plan to the plan participants of the Relx Plans, and administering the awards and acts according to our instruction.

As of the date hereof, RELX beneficially owned all of the Company’s issued and outstanding Class B ordinary shares, which constituted approximately 91.5% of the Company’s total issued and outstanding ordinary shares and 99.1% of the aggregate voting power of total issued and outstanding ordinary shares, and was deemed as the parent company of RLX Technology.

Upon the completion of the Share Distribution, (i) Relx Holdings Limited, a British Virgin Islands beneficially owned by Ms. Ying (Kate) Wang, will own all outstanding Class B ordinary shares of the Company, representing 39.4% of the Company’s total issued and outstanding ordinary shares and 86.6% of the aggregate voting power of the Company; and (ii) each shareholder of RELX other than Relx Holdings Limited as of the Record Date will beneficially own only Class A ordinary shares upon their receipt of the distributed shares. Upon the completion of the Share Distribution, each of the Company, its directors and executive officers immediately prior to the completion of its initial public offering, RELX’s shareholders participating in the Share Distribution, and RELX will continue to be subject to the lock-up restrictions as disclosed in the Registration Statement.

The following table sets forth information concerning the beneficial ownership of the Company’s ordinary shares assuming the completion of the Share Distribution, for: (i) each of the Company’s directors and executive officers; and (ii) each person known to the Company to beneficially own more than 5% of the Company’s issued and outstanding ordinary shares, assuming the receipt of distributed shares by all of shareholders of RELX as of the Record Date. The calculations in the table below are based on ordinary shares of the Company outstanding as of the date hereof assuming the completion of the Share Distribution, consisting of (x) 952,618,780 Class A ordinary shares, and (y) 618,171,790 Class B ordinary shares.

Beneficial ownership is determined in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). In computing the number of shares beneficially owned by a person and the percentage ownership of that person, the Company has included shares that the person has the right to acquire within 60 days, including through the exercise of any option, warrant or other right or the conversion of any other security. These shares, however, are not included in the computation of the percentage ownership of any other person.

****	Ordinary Shares Beneficially Owned
****	Class A ordinary shares	Class B ordinary shares	Total ordinary shares	****	% of beneficial ownership	% of aggregate voting power**
****	Number	Number	Number	****	%	%
*Directors and Executive Officers:**
Ying (Kate) Wang	224,935,770	618,171,790	843,107,560		53.7	89.8
Long (David) Jiang	—	142,797,680	142,797,680	(1)	9.1	—
Yilong Wen	—	93,343,940	93,343,940	(2)	5.9	—
Zhenjing Zhu	—	—	—		—	—
Youmin Xi	—	—	—		—	—
Yueduo (Rachel) Zhang	—	—	—		—	—
All Directors and Executive Officers as a Group	224,935,770	618,171,790	843,107,560		53.7	89.8
Principal Shareholders:
Relx Holdings Limited	—	618,171,790	618,171,790		39.4	86.6
BJ BJ Limited	224,935,770	—	224,935,770		14.3	3.2
Deep Technology Linkage Fund L.P. and its affiliate(3)	155,938,670	—	155,938,670		9.9	2.2

Notes:

** For each person and group included in this column, percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of the Company’s Class A and Class B ordinary shares as a single class. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of our Class B ordinary shares is entitled to ten votes per share on all matters submitted to them for a vote. The Company’s Class A ordinary shares and Class B ordinary shares vote together as a single class on all matters submitted to a vote of our shareholders, except as may otherwise be required by law. The Company’s Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis.

(1) Mr. Long (David) Jiang is not the record holder but beneficial owner of these shares. The shares held by Relx Holdings Limited on record include 142,797,680 Class A ordinary shares held on behalf of and for the benefit of Mr. Long (David) Jiang.

(2) Mr. Yilong Wen is not the record holder but beneficial owner of these shares. The shares held by Relx Holdings Limited on record include 93,343,940 Class A ordinary shares in Relx Inc. held on behalf of and for the benefit of Mr. Yilong Wen.

(3) Beneficial ownership of Deep Technology Linkage Fund L.P. and its affiliate disclosed herein represented their aggregate beneficial ownership immediately after the Company’s initial public offering, as reported in the final prospectus dated January 21, 2021 filed by the Company with the SEC on January 22, 2021.

Further information regarding the beneficial ownership of ordinary shares is or will be included in the Company’s filings with the SEC.

About RLX Technology

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.

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, business outlook and 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

Exhibit 99.2

RLX Technology Announces Fourth Quarter and Fiscal Year 2020 Unaudited Financial Results

BEIJING, March 26, 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 fourth quarter and the fiscal year ended December 31, 2020.

Fourth Quarter 2020 Financial Highlights

· Net revenues were RMB1,618.5 million (US$248.0 million), representing an increase of 44.5% from RMB1,120.2 million in the third quarter of 2020.

· Gross margin was 42.9%, compared to 39.1% in the third quarter of 2020.

· Net loss was RMB236.7 million (US$36.3 million), compared with net income of RMB7.8 million in the third quarter of 2020.

· Non-GAAP net income 1 was RMB419.3 million (US$64.3 million).

Fiscal Year 2020 Financial Highlights

· Net revenues were RMB3,819.7 million (US$585.4 million) in fiscal year 2020, representing an increase of 146.5% from RMB1,549.4 million in the prior year.

· Gross margin was 40.0% in fiscal year 2020, compared to 37.5% in the prior year.

· Net loss was RMB128.1 million (US$19.6 million) in fiscal year 2020, compared with net income of RMB47.7 million in the prior year.

· Non-GAAP net income was RMB801.0 million (US$122.8 million).

“We are pleased to report financial and operational results for the fourth quarter of 2020. Throughout 2020, despite challenges stemming from COVID-19, our business remained resilient, and our management team maintained our focus on building and strengthening RELX as a trusted brand for adult smokers,” said Ms. Ying (Kate) Wang, Co-founder, Chairperson of the Board of Directors and Chief Executive Officer of RLX Technology. “We continue to consistently uphold and practice our ethical principles, including facilitating the prevention of underage use of our products through our industry pioneering Guardian Program, introducing effective age-verification practices to the industry. This fourth quarter also witnessed the first anniversary of the launch of our Sunflower System, our technology-driven underage-access-prevention system. In addition, we continued to advance our Golden Shield Program in cooperation with the public, media and local authorities to combat sales of counterfeit products.”

“Looking forward, we plan to further solidify our leadership as we endeavor to continue investment in scientific research, enhance our technology and product development, strengthen our distribution and retail network, bolster supply chain and production capabilities, and extend our global capabilities. These strategic initiatives are designed to support our growth over the long-term,” Ms. Wang concluded.

Closing of Initial Public Offering (“IPO”)

On January 26, 2021, the Company completed the closing of its initial public offering of 133,975,000 American depositary shares (“ADSs”), each representing one Class A ordinary share. The number of ADSs issued at closing included 17,475,000 ADSs issued pursuant to the exercise in full of over-allotment option by the underwriters. At a price to the public of US$12.00 per ADS, the total offering size was US$1,607.7 million.

1 Non-GAAP net (loss)/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.

Fourth Quarter 2020 Unaudited Financial Results

Net revenues increased by 44.5% to RMB1,618.5 million (US$248.0 million) in the fourth quarter of 2020 from RMB1,120.2 million in the third quarter of 2020. The increase was primarily due to an increase in net revenues from sales to offline distributors, which was mainly attributable to the expansion of the Company’s distribution and retail network.

Gross profit increased by 58.6% to RMB694.1 million (US$106.4 million) in the fourth quarter of 2020 from RMB437.5 million in the third quarter of 2020.

Gross margin increased to 42.9% in the fourth quarter of 2020, compared to 39.1% in the third quarter of 2020.

Operating expenses were RMB852.6 million (US$130.7 million) in the fourth quarter of 2020, representing an increase of 124.4% from RMB380.0 million in the third quarter of 2020.

Selling expenses increased by 127.0% to RMB196.7 million (US$30.1 million) in the fourth quarter of 2020 from RMB86.7 million in the third quarter of 2020. The increase was mainly driven by (i) an increase in share-based compensation expenses, and (ii) an increase in branding material expenses.

General and administrative expenses increased by 75.4% to RMB447.0 million (US$68.5 million) in the fourth quarter of 2020 from RMB254.8 million in the third quarter of 2020. The increase was primarily due to (i) an increase in share-based compensation expenses, and (ii) an increase in professional service fees.

Research and development expenses increased by 441.9% to RMB208.9 million (US$32.0 million) in the fourth quarter of 2020 from RMB38.5 million in the third quarter of 2020. The increase was primarily driven by (i) an increase in share-based compensation expenses, and (ii) an increase in software and technical service expenses.

Share-based compensation expenses recognized in selling expenses, general and administrative expenses and research and development expenses in total were RMB656.1 million (US$100.6 million) in the fourth quarter of 2020 and RMB238.2 million in the third quarter of 2020. The increase was primarily due to the increase in fair value of ordinary shares of Relx Inc.

Loss from operations was RMB158.5 million (US$24.3 million) in the fourth quarter of 2020, compared with income from operations of RMB57.5 million in the third quarter of 2020.

Income tax expense was RMB110.6 million (US$17.0 million) in the fourth quarter of 2020, compared with income tax expense of RMB77.3 million in the third quarter of 2020, primarily due to an increase in taxable income.

Net loss was RMB236.7 million (US$36.3 million) in the fourth quarter of 2020, compared with net income of RMB7.8 million in the third quarter of 2020.

Non-GAAP net income was RMB419.3 million (US$64.3 million) in the fourth quarter of 2020.

Basic and diluted net loss per American depositary share (“ADS”) were both RMB0.165 (US$0.025) in the fourth quarter of 2020, compared to basic and diluted net income per ADS of RMB0.005 in the third quarter of 2020.

Non-GAAP basic and diluted net income per ADS 2 were both RMB0.292 (US$0.045) in the fourth quarter of 2020, compared to RMB0.171 in the third quarter of 2020.

Fiscal Year 2020 Unaudited Financial Results

Net revenues increased by 146.5% to RMB3,819.7 million (US$585.4 million) in fiscal year 2020 from RMB1,549.4 million in the prior year. The increase was primarily due to an increase in net revenues from sales to offline distributors.

Gross profit increased by 162.9% to RMB1,527.6 million (US$234.1 million) in fiscal year 2020 from RMB580.9 million in the prior year.

Gross margin was 40.0% in the fiscal year 2020, compared to 37.5% in the prior year.

Operating expenses were RMB1,514.4 million (US$232.1 million) in fiscal year 2020, representing an increase of 188.7% from RMB524.6 million in the prior year.

Selling expenses increased by 23.3% to RMB443.2 million (US$67.9 million) in fiscal year 2020 from RMB359.4 million in the prior year. The increase was primarily due to (i) an increase in share-based compensation expenses, and (ii) an increase in salaries and welfare benefits to the Company’s selling personnel, partially offset by a decrease in e-commerce platform service expenses as the Company closed its stores on e-commerce platforms and ceased collaboration with e-commerce platform distributors in response to the October 2019 Announcement.

General and administrative expenses increased by 479.5% to RMB772.0 million (US$118.3 million) in fiscal year 2020 from RMB133.2 million in the prior year. The increase was primarily attributable to (i) an increase in share-based compensation expenses, and (ii) an increase in salaries and welfare benefits to the Company’s general and administrative personnel.

Research and development expenses increased by 837.2% to RMB299.3 million (US$45.9 million) in fiscal year 2020 from RMB31.9 million in the prior year. The increase was primarily due to (i) an increase in share-based compensation expenses, and (ii) an increase in salaries and welfare benefits to the Company’s research and development personnel.

Share-based compensation expenses recognized in selling expenses, general and administrative expenses and research and development expenses in total were RMB929.1 million (US$142.4 million) in fiscal year 2020 and RMB52.7 million in the prior year, primarily due to the increase in fair value of ordinary shares of Relx Inc.

Income from operations decreased by 76.7% to RMB13.1 million (US$2.0 million) in fiscal year 2020 from RMB56.4 million in the prior year.

Income tax expense was RMB230.5 million (US$35.3 million) in fiscal year 2020, representing an increase of 789.3% from RMB25.9 million in the prior year. The increase was primarily due to an increase in taxable income.

Net loss was RMB128.1 million (US$19.6 million) in fiscal year 2020, compared with net income of RMB47.7 million in the prior year.

Non-GAAP net income was RMB801.0 million (US$122.8 million) in fiscal year 2020.

2 Non-GAAP basic and diluted net (loss)/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.

Basic and diluted net loss per ADS were both RMB0.089 (US$0.014) in fiscal year 2020, compared to basic and diluted net income per ADS of RMB0.033 in the prior year.

Non-GAAP basic and diluted net income per ADS were both RMB0.557 (US$0.085) in fiscal year 2020, compared to RMB0.070 per ADS in the prior year.

Balance Sheet

As of December 31, 2020, the Company had cash and cash equivalents, restricted cash, short-term bank deposits and short-term investments of RMB3,421.4 million (US$524.4 million), compared to RMB811.7 million as of December 31, 2019.

Business Outlook

For the first quarter of 2021, the Company currently expects net revenues to exceed RMB2,300 million, and expects non-GAAP net income to exceed RMB590 million. The Company’s expected net income will also include share-based compensation expenses which depend on the Company’s share price and are not available without unreasonable efforts. The Company also expects gross margin to remain steady.

The above outlook is based on the current market conditions, including those related to the COVID-19 pandemic, and reflects the Company’s preliminary estimates of market and operating conditions, and users’ demand, which are all subject to change. Please refer to “Safe Harbor Statement” in this press release for risks associated with forward-looking statements.

Conference Call

The Company’s management will host an earnings conference call at 8:00 AM U.S. Eastern Time on March 26, 2021 (8:00 PM Beijing/Hong Kong Time on March 26, 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：	1345855

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 April 2, 2021, by dialing the following telephone numbers:

United States:	+1-877-344-7529
International:	+1-412-317-0088
Replay Access Code:	10152933

About RLX Technology Inc.

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

Non-GAAP Financial Measures

The Company uses Non-GAAP net (loss)/income and Non-GAAP basic and diluted net (loss)/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 (loss)/income represents net (loss)/income excluding share-based compensation expenses. Non-GAAP basic and diluted net (loss)/income per ADS is computed using Non-GAAP net (loss)/income and the same number of ADSs used in GAAP basic and diluted net (loss)/income 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 (loss)/income. 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 (loss)/income, basic and diluted net (loss)/income 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 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.

Notes to Unaudited Financial Information

The unaudited financial information disclosed in this press release is preliminary. The audit of the financial statements and related notes to be included in the Company’s annual report on Form 20-F for the year ended December 31, 2020 is still in progress.

Adjustments to the financial statements may be identified when the audit work is completed, which could result in significant differences between the Company’s audited financial statements and this preliminary unaudited financial information.

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 RMB6.5250 to US$1.00, the exchange rate on December 31, 2020 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

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)

****	As of
****	December 31,	****	December 31,	****	December 31,
****	2019	****	2020	****	2020
****	RMB	****	RMB	****	US
ASSETS
Current assets:
Cash and cash equivalents	135,544		1,113,988		170,726
Restricted cash	348,548		340,813		52,232
Short-term bank deposits	287,652		493,282		75,599
Receivables from online payment platforms	9,545		862		132
Short-term investments	40,000		1,473,349		225,801
Accounts and notes receivable	38,795		20,089		3,079
Inventories, net	219,311		329,123		50,440
Amounts due from related parties	—		21,006		3,219
Prepayments and other current assets	103,473		74,383		11,399
Total current assets	1,182,868		3,866,895		592,627
Non-current assets:
Amounts due from related parties	72,789		—		—
Property, equipment and leasehold improvement, net	66,452		74,500		11,418
Intangible assets, net	5,399		5,393		826
Long-term investments	5,000		4,000		613
Deferred tax assets	104		6,000		920
Right-of-use assets, net	90,227		91,743		14,060
Other non-current assets	21,266		11,354		1,740
Total non-current assets	261,237		192,990		29,577
Total assets	1,444,105		4,059,885		622,204
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts and notes payable	499,021		1,459,782		223,721
Contract liabilities	18,410		320,434		49,109
Salary and welfare benefits payable	42,318		179,558		27,518
Taxes payable	2,783		363,644		55,731
Accrued expenses and other current liabilities	25,633		116,929		17,920
Amounts due to related parties	298		11,174		1,713
Lease liabilities-current portion	31,439		45,073		6,908
Total current liabilities	619,902		2,496,594		382,620
Non-current liabilities:
Amounts due to related parties	646,011		—		—
Deferred tax liabilities	10,574		5,210		798
Lease liabilities-non-current portion	61,338		49,448		7,578
Total non-current liabilities	717,923		54,658		8,376
Total liabilities	1,337,825		2,551,252		390,996
Shareholders’ equity:
Ordinary shares (US$0.00001 par value; 5,000,000,000 shares authorized 1,436,815,570 and 1,436,815,570 shares issued and outstanding as of December 31, 2019 and 2020, respectively)	94		94		14
Additional paid-in capital	59,544		1,589,857		243,656
Statutory reserves	1,000		1,000		153
Retained earnings/(Accumulated deficit)	46,461		(81,640	)	(12,512
Accumulated other comprehensive loss	(819	)	(678	)	(103
Total shareholders’ equity	106,280		1,508,633		231,208
Total liabilities and shareholders’ equity	1,444,105		4,059,885		622,204

All values are in US Dollars.

RLX TECHNOLOGY INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)

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

****	For the three months ended							For the year ended
****	December 31,	****	September 30,	****	December 31,	****	December 31,	December 31,	****	December 31,	****	December 31,
****	2019	****	2020	****	2020	****	2020	2019	****	2020	****	2020
****	RMB	****	RMB	****	RMB	****	US	RMB	****	RMB	****	US
Net revenues	410,458		1,120,159		1,618,451		248,038	1,549,354		3,819,712		585,396
Cost of revenue	(289,049	)	(682,617	)	(924,315	)	(141,657	(968,410	)	(2,292,153	)	(351,288
Gross profit	121,409		437,542		694,136		106,381	580,944		1,527,559		234,108
Operating expenses:
Selling expenses	(116,656	)	(86,650	)	(196,683	)	(30,143	(359,404	)	(443,154	)	(67,916
General and administrative expenses	(51,619	)	(254,815	)	(447,045	)	(68,513	(133,221	)	(771,971	)	(118,310
Research and development expenses	(14,221	)	(38,546	)	(208,889	)	(32,014	(31,933	)	(299,285	)	(45,867
Total operating expenses	(182,496	)	(380,011	)	(852,617	)	(130,670	(524,558	)	(1,514,410	)	(232,093
(Loss)/Income from operations	(61,087	)	57,531		(158,481	)	(24,289	56,386		13,149		2,015
Other (expenses)/income:
Interest income, net	730		11,242		7,678		1,177	745		32,407		4,967
Investment income	—		5,842		11,621		1,781	—		20,352		3,119
Others, net	(522	)	10,507		13,062		2,002	16,541		36,523		5,599
(Loss)/Income before income tax	(60,879	)	85,122		(126,120	)	(19,329	73,672		102,431		15,700
Income tax benefit/(expense)	10,580		(77,288	)	(110,625	)	(16,954	(25,924	)	(230,532	)	(35,331
Net (loss)/income	(50,299	)	7,834		(236,745	)	(36,283	47,748		(128,101	)	(19,631
Other comprehensive income/(loss):
Foreign currency translation adjustments	5		(357	)	(14	)	(2	(805	)	142		22
Total other comprehensive income/(loss)	5		(357	)	(14	)	(2	(805	)	142		22
Total comprehensive income/(loss):	(50,294	)	7,477		(236,759	)	(36,285	46,943		(127,959	)	(19,609
Net (loss)/income per ordinary share/ADS
- Basic	(0.035	)	0.005		(0.165	)	(0.025	0.033		(0.089	)	(0.014
- Diluted	(0.035	)	0.005		(0.165	)	(0.025	0.033		(0.089	)	(0.014
Weighted average number of ordinary shares/ADSs
- Basic	1,436,815,570		1,436,815,570		1,436,815,570		1,436,815,570	1,436,815,570		1,436,815,570		1,436,815,570
- Diluted	1,436,815,570		1,436,815,570		1,436,815,570		1,436,815,570	1,436,815,570		1,436,815,570		1,436,815,570

All values are in US Dollars.

RLX TECHNOLOGY INC.

UNAUDITED RECONCILIATION OF GAAP AND NON-GAAP RESULTS

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

****	For the three months ended						For the year ended
****	December 31,	****	September 30,	December 31,	****	December 31,	December 31,	December 31,	****	December 31,
****	2019	****	2020	2020	****	2020	2019	2020	****	2020
****	RMB	****	RMB	RMB	****	US	RMB	RMB	****	US
Net (loss)/income	(50,299	)	7,834	(236,745	)	(36,283	47,748	(128,101	)	(19,631
Add: share-based compensation expenses
Selling expenses	1,737		9,760	123,270		18,892	6,250	142,325		21,810
General and administrative expenses	7,195		214,572	367,426		56,310	45,205	593,473		90,951
Research and development expenses	368		13,834	165,395		25,348	1,259	193,300		29,622
Non-GAAP net (loss)/income	(40,999	)	246,000	419,346		64,267	100,462	800,997		122,752
Non-GAAP net (loss)/income per ordinary share/ADS
- Basic	(0.029	)	0.171	0.292		0.045	0.070	0.557		0.085
- Diluted	(0.029	)	0.171	0.292		0.045	0.070	0.557		0.085
Weighted average number of ordinary shares/ADSs
- Basic	1,436,815,570		1,436,815,570	1,436,815,570		1,436,815,570	1,436,815,570	1,436,815,570		1,436,815,570
- Diluted	1,436,815,570		1,436,815,570	1,436,815,570		1,436,815,570	1,436,815,570	1,436,815,570		1,436,815,570

All values are in US Dollars.

RLX TECHNOLOGY INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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

****	For the three months ended							For the year ended
****	December 31,	****	September 30,	****	December 31,	****	December 31,	December 31,	****	December 31,	****	December 31,
****	2019	****	2020	****	2020	****	2020	2019	****	2020	****	2020
****	RMB	****	RMB	****	RMB	****	US	RMB	****	RMB	****	US
Net cash generated from operating activities	23,549		798,828		1,290,121		197,718	338,125		2,589,383		396,840
Net cash (used in)/generated from investing activities	(447,678	)	(746,205	)	829,504		127,125	(497,836	)	(1,812,894	)	(277,839
Net cash (used in)/generated from financing activities	584,205		324,272		(1,200,659	)	(184,009	576,402		174,881		26,801
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash	3		15,915		(10,666	)	(1,631	(805	)	19,339		2,966
Net increase in cash and cash equivalents and restricted cash	160,079		392,810		908,300		139,203	415,886		970,709		148,768
Cash, cash equivalents and restricted cash at the beginning of the period/year	324,013		153,691		546,501		83,755	68,206		484,092		74,190
Cash, cash equivalents and restricted cash at the end of the period/year	484,092		546,501		1,454,801		222,958	484,092		1,454,801		222,958

All values are in US Dollars.