6-K
Scienjoy Holding Corp (SJ)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2025
Commission File Number: 001-38799
SCIENJOY HOLDING CORPORATION
(Translation of registrant’s name intoEnglish)
Room 1118, 11^th^ Floor, Building 3,Wangzhou Rd. No.99, Liangzhu Street
Yuhang District, Hangzhou, Zhejiang
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 Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached as Exhibit 99.1 to this report is a press release of Scienjoy Holding Corporation (the “Company”), dated August 27, 2025, regarding the Company’s unaudited condensed consolidated financial results for the six months ended June 30, 2025.
Attached as Exhibit 99.2 to this report is Management’s Discussion and Analysis.
Attached as Exhibit 99.3 to this report is the Company’s unaudited condensed consolidated financial statements.
1
EXPLANATORY NOTE
This Form 6-K is hereby incorporated by reference into the registration statement of the Company on Form S-8 (Registration Number 333-256373), the registration statement of the Company on Form S-8 (Registration Number 333-289804), and the registration statement of the Company on Form F-3 (Registration Number 333-280628), to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
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EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release |
| 99.2 | Management’s Discussion and Analysis |
| 99.3 | Unaudited Condensed Consolidated Financial Statements |
| 101. | INS Inline XBRL Instance Document |
| 101. | SCH Inline XBRL Taxonomy Extension Schema Document |
| 101. | CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101. | DEF Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101. | LAB Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101. | PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
3
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.
| Scienjoy Holding Corporation | |
|---|---|
| By: | /s/ Xiaowu He |
| Name: | Xiaowu He |
| Title: | Chief Executive Officer |
Date: August 27, 2025
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Exhibit 99.1
Scienjoy Holding Corporation Reports SecondQuarter and First Half 2025 Unaudited Financial Results
BEIJING, August 27, 2025 /PRNewswire/ — Scienjoy Holding Corporation (“Scienjoy”, the “Company”, or “we”) (NASDAQ: SJ), an interactive entertainment leader in the Chinese market, today announced its financial results for the second quarter and first half of fiscal year 2025 ended June 30, 2025. ****
Second Quarter 2025Operating and Financial Summaries
| ● | Total revenues decreased to RMB349.0 million (US$48.7 million) for the three months<br> ended June 30, 2025 from RMB374.8 million in the same period of 2024. |
|---|---|
| ● | Gross profit decreased to RMB63.7 million (US$8.9 million) for the three months ended June 30, 2025<br> from RMB64.7 million in the same period of 2024. Gross margin increased to 18.2% for the three months ended June 30, 2025 from 17.3%<br> in the same period of 2024. |
| --- | --- |
| ● | Income from operations decreased to RMB23.3 million (US$3.2 million) for the three months ended June<br> 30, 2025 from RMB28.6 million in the same period of 2024. |
| --- | --- |
| ● | Net income decreased to RMB22.7 million (US$3.2 million) for the three months ended June 30, 2025<br> from RMB33.4 million in the same period of 2024. This is mainly due to RMB 13.7 million decrease in change in fair value<br>of investment in a publicly traded company. |
| --- | --- |
| ● | Net income attributable to the Company’s shareholders decreased to RMB22.6 million (US$3.2<br> million) for the three months ended June 30, 2025 from RMB35.3 million in the same period of 2024. |
| --- | --- |
| ● | Adjusted net income attributable to the Company’s shareholders decreased to RMB24.9 million<br> (US$3.5 million) for the three months ended June 30, 2025 from RMB38.5 million in the same period of 2024. |
| --- | --- |
First Half 2025 Operating and Financial Summaries
| ● | Total revenues decreased to RMB656.4 million (US$91.6 million) for the six months ended June 30,<br> 2025 from RMB691.1 million in the same period of 2024. |
|---|---|
| ● | Gross profit increased by 4.6% to RMB123.2 million (US$17.2 million) for the six months ended June<br> 30, 2025 from RMB117.8 million in the same period of 2024. Gross margin increased to 18.8% for the six months ended June 30, 2025<br> from 17.0% in the same period of 2024. |
| --- | --- |
| ● | Income from operations decreased to RMB37.0 million (US$5.2 million) for the six months ended June<br> 30, 2025 from RMB38.9 million in the same period of 2024. |
| --- | --- |
| ● | Net income decreased to RMB9.7 million (US$1.4 million) for the six months ended June 30, 2025 from<br> RMB36.2 million in the same period of 2024. This is mainly due to RMB 34.9 million decrease in change in fair value of investment<br> in a publicly traded company. |
| --- | --- |
| ● | Net income attributable to the Company’s shareholders decreased to RMB13.5 million (US$1.9<br> million) for the six months ended June 30, 2025 from RMB41.9 million in the same period of 2024. |
| --- | --- |
| ● | Adjusted net income attributable to the Company’s shareholders decreased to RMB19.4 million<br> (US$2.7 million) for the six months ended June 30, 2025 from RMB47.5 million in the same period of 2024. |
| --- | --- |
| ● | As of June 30, 2025, the Company had RMB298.5 million (US$41.7 million) in cash and cash equivalents,<br> which represented an increase of RMB46.0 million from RMB252.5 million as of December 31, 2024. |
| --- | --- |
Mr. Victor He, Chairman and Chief Executive Officer of Scienjoy, commented, “In the first half of 2025, we have been advancing our ‘live streaming + gaming’ ecosystem strategy in line with our roadmap, reinforcing steady growth and achieving new breakthroughs in our core business. To further consolidate our live broadcast operations, we focused on retaining high-quality broadcasters, attracting new talents, enhancing content and improving user experience through innovative technologies such as AI and big data tools. Leveraging our expertise and competitive advantages, we are confident in establishing a sustainable and clearly differentiated model that delivers an unparalleled gaming experience while broadening the industry landscape.
We are particularly encouraged by the progress of AI Vista, our AIGC-driven creative community. By the end of Q2, the app had accumulated a vast number of AI-generated images and videos created through our growing library of styles and templates. This performance reflects the strength of our product roadmap and our ability to deliver differentiated user experiences.
Additionally, we remain firmly committed to our global expansion strategy, focusing resources on new markets to broaden our user base and diversify revenue streams. We will further enhance our business with our AI Performer technology — enabling real-time, interactive digital humans designed for both consumer and enterprise applications.
Looking ahead, we will continue to steadily and methodically scale our live streaming business, AI Vista, Beelive, and global content businesses around a unifying theme: ‘AI for Everyday Life.’ We are confident these initiatives will deliver durable returns and further strengthen the foundation for sustainable, profitable growth.”
Mr. Denny Tang, Chief Financial Officer of Scienjoy, added, “Our first-half 2025 results underscore both strategic resilience and financial discipline. Higher gross margin confirm that tighter cost controls and a refined, high-value user mix continue to drive operating efficiency. The decline in net income is purely the result of the accounting impact of the investment revaluation and does not affect cash generation or day-to-day operations.
With cash reserves increasing, we retain ample liquidity to fund innovation and expansion. Going forward, we strive to stay focused on executing our strategic priorities and investing in content, technology, and global reach to deliver high-quality growth and long-term shareholder value.”
Second Quarter 2025 Financial Results
Total revenues decreased to RMB349.0 million (US$48.7 million) for the three months ended June 30, 2025 from RMB374.8 million in the same period of 2024, primarily caused by a decrease in paying users due to competitive landscape of China’s mobile live streaming market. Total paying users were 165,239 for the three months ended June 30, 2025, as compared to 189,860 in the same period of 2024.
Cost of revenues decreased to RMB285.4 million (US$39.8 million) for the three months ended June 30, 2025 from RMB310.1 million in the same period of 2024. The decrease was primarily attributable to a decrease of RMB33.1 million in the Company’s revenue sharing fees, partially offset by an increase of RMB7.6 million in the Company’s user acquisition costs.
Gross profitdecreased to RMB63.7 million (US$8.9 million) for the three months ended June 30, 2025 from RMB64.7 million in the same period of 2024. Gross margin increased to 18.2% for the three months ended June 30, 2025 from 17.3% in the same period of 2024 due to higher average live streaming revenue per paying user (“ARPPU”) and lower revenue sharing fees during the three months ended June 30, 2025, showing the Company’s effectiveness in converting high-quality paying user to its gross margin growth.
Total operating expenses increased by 11.8% to RMB40.4 million (US$5.6 million) for the three months ended June 30, 2025 from RMB36.1 million in the same period of 2024.
| ● | Sales and marketing expenses increased by 587.3% to RMB1.3 million (US$0.2 million) for the<br> three months ended June 30, 2025 from RMB0.2 million in the same period of 2024, primarily attributable to more sales and marketing<br> activities. |
|---|
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| ● | General and administrative expenses increased by 26.3% to RMB21.0 million (US$2.9<br> million) for the three months ended June 30, 2025 from RMB16.7 million in the same period of 2024, primarily caused by<br> an increase of RMB4.1 million in professional consulting fee. |
|---|---|
| ● | Research and development expenses decreased to RMB17.4 million (US$2.4 million) from RMB17.5<br> million for the three months ended June 30, 2025 and 2024. |
| --- | --- |
| ● | Provision for credit losses decreased to RMB0.6 million (US$0.1 million) for the three months ended<br> June 30, 2025 from RMB1.8 million in the same period of 2024 due to improvement of collection in the second quarter of 2025. |
| --- | --- |
Income from operations decreased to RMB23.3 million (US$3.2 million) for the three months ended June 30, 2025 from RMB28.6 million in the same period of 2024.
Change in fair value of investment inmarketable security was a loss of RMB6.8 million (US$0.9 million) for the three months ended June 30, 2025, as compared with a gain of RMB7.0 million in the same period of 2024. The change was primarily attributable to the fair value changes in investments in a publicly traded company.
Investment loss decreased to RMB0.6 million (US$0.1 million) for the three months ended June 30, 2025 from RMB1.1 million in the same period of 2024. The investment loss was primarily attributable to one-time share of unrealized loss in the long-term investments.
Interest income, net increased by 1.8% to RMB0.5 million for the three months ended June 30, 2025 from RMB0.4 million in the same period of 2024. The increase was primarily due to increased cash balance.
Other income, net increased by 1,228.5% to RMB7.6 million for the three months ended June 30, 2025 from RMB0.6 million in the same period of 2024. The increase was primarily due to increased government subsidies. There is no assurance that the Company will continue to receive these subsidies in the future.
Foreign exchange loss, net was RMB1.6 million (US$0.2 million) for the three months ended June 30, 2025, as compared to a foreign exchange gain of RMB1.0 million in the same period of 2024.
Income tax benefit was RMB0.3 million (US$0.04 million) for the three months ended June 30, 2025, as compared to an income tax expense of RMB3.0 million in the same period of 2024.
Net income decreased to RMB22.7 million (US$3.2 million) for the three months ended June 30, 2025 from RMB33.4 million in the same period of 2024 as a result of the foregoing.
Net income attributable to the Company’sshareholders decreased to RMB22.6 million (US$3.2 million) for the three months ended June 30, 2025 from RMB35.3 million in the same period of 2024.
Adjusted net income attributable to theCompany’s shareholders decreased to RMB24.9 million (US$3.5 million) for the three months ended June 30, 2025 from RMB38.5 million in the same period of 2024.
Basic and diluted net income per ordinarysharewas RMB0.54 (US$0.08) and RMB0.54 (US$0.08) for the three months ended June 30, 2025, respectively. In comparison, basic and diluted net income per ordinary share was RMB0.86 and RMB0.85 in the same period of 2024, respectively.
Adjusted basic and diluted net income perordinary share was RMB0.60 (US$0.08) and RMB0.60 (US$0.08) for the three months ended June 30, 2025, respectively. In comparison, adjusted basic and diluted net income per ordinary share was RMB0.94 and RMB0.93 in the same period of 2024, respectively**.**
3
First Half 2025 Financial Results
Total net revenues decreased to RMB656.4 million (US$91.6 million) for the six months ended June 30, 2025 from RMB691.1 million in the same period of 2024, primarily caused by decrease of paying users due to competitive landscape of China’s mobile live streaming market. Total paying users were 253,888 for the six months ended June 30, 2025, compared to 284,076 in the same period of 2024.
Cost of revenues decreased to RMB533.2 million (US$74.4 million) for the six months ended June 30, 2025 from RMB573.3 million in the same period of 2024. The decrease was primarily attributable to a decrease of RMB56.0 million in the Company’s revenue sharing fees, partially offset by an increase of RMB14.6 million in the Company’s user acquisition costs.
Gross profit increased by 4.6% to RMB123.2 million (US$17.2 million) for the six months ended June 30, 2025 from RMB117.8 million in the same period of 2024. The gross margin increased to 18.8% for the six months ended June 30, 2025 from 17.0% in the same period of 2024 due to higher ARPPU and lower revenue sharing fees during the six months ended June 30, 2025, showing the Company’s effectiveness in converting high-quality paying user to its profit growth.
Total operating expenses increased by 9.2% to RMB86.2 million (US$12.0 million) for the six months ended June 30, 2025 from RMB78.9 million in the same period of 2024.
| ● | Sales and marketing expenses increased by 56.7% to RMB3.4 million (US$0.5 million) for the six<br> months ended June 30, 2025 from RMB2.2 million in the same period of 2024, primarily attributable to more sales and marketing activities. |
|---|---|
| ● | General and administrative expenses increased by 21.3% to RMB44.4 million (US$6.2 million)<br> for the six months ended June 30, 2025 from RMB36.6 million in the same period of 2024. The increase was primarily due<br> to an increase of RMB6.9 million in professional consulting fee and RMB2.7 million in employee salary and welfare, partially offset<br> by a decrease of RMB0.6 million in entertainment expenses and a decrease of RMB0.5 million in share-based compensation. |
| --- | --- |
| ● | Research and development expenses decreased to RMB37.0 million (US$5.2 million) from RMB39.1<br> million for the six months ended June 30, 2025 and 2024, due to a decrease of RMB4.8 million in employee salary and welfare,<br> offset by an increase of RMB2.4 million in technical service fee. |
| --- | --- |
| ● | Provision for credit losses increased by 24.3% to RMB1.4 million (US$0.2 million) for the six months<br> ended June 30, 2025 from RMB1.1 million in the same period of 2024, due to overall slow collection for the six months ended June<br> 30, 2025. |
| --- | --- |
Income from operations decreased to RMB37.0 million (US$5.2 million) for the six months ended June 30, 2025 from RMB38.9 million in the same period of 2024.
Change in fair value of investment in marketablesecurity was a loss of RMB31.1 million (US$4.3 million) for the six months ended June 30, 2025, as compared with a gain of RMB3.8 million in the same period of 2024. The change was primarily attributable to the fair value changes in investments in publicly traded company.
Investment loss decreased to RMB1.0 million (US$0.1 million) for the six months ended June 30, 2025 from RMB3.4 million in the same period of 2024. The investment loss was primarily attributable to one-time share of unrealized loss in the long-term investments.
Interest income, net decreased to RMB1.0 million (US$0.1million) for the six months ended June 30, 2025 from RMB2.4 million in the same period of 2024. The decrease was primarily due to lower interest rate.
Other income, net increased by 1,218.6% to RMB9.1 million (US$1.3 million) for the six months ended June 30, 2025 from RMB0.7 million in the same period of 2024. The increase was primarily due to increased government subsidies and one-time compensation income. There is no assurance that the Company will continue to receive these subsidies in the future.
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Foreign exchange loss, net was RMB2.6 million (US$0.4 million) for the six months ended June 30, 2025, as compared to foreign exchange gain of RMB1.5 million in the same period of 2024.
Income tax expense decreased to RMB2.6 million for the six months ended June 30, 2025 from RMB7.7 million in the same period of 2024 due to decreased taxable income.
Net income decreased to RMB9.7 million (US$1.4 million) for the six months ended June 30, 2025 from of RMB36.2 million in the same period of 2024 as a result of the foregoing.
Net income attributable to the Company’sshareholders decreased to RMB13.5 million (US$1.9 million) for the six months ended June 30, 2025 from RMB41.9 million in the same period of 2024.
Adjusted net income attributable to the Company’sshareholders decreased to RMB19.4 million (US$2.7 million) for the six months ended June 30, 2025 from RMB47.5 million in the same period of 2024.
Basic and diluted net income per ordinaryshare was RMB0.32 (US$0.05) and RMB0.32 (US$0.05) for the six months ended June 30, 2025, respectively. In comparison, basic and diluted net income per ordinary share was RMB1.02 and RMB1.01 in the same period of 2024, respectively.
Adjusted basic and diluted net income perordinary share was RMB0.47 (US$0.07) and RMB0.47 (US$0.07) for the six months ended June 30, 2025., respectively. In comparison, adjusted basic and diluted net income per ordinary share was RMB1.16 and RMB1.15 in the same period of 2024, respectively.
As of June 30, 2025, the Company had cash and cash equivalent balance of RMB298.5 million (US$41.7 million), which represented an increase of RMB46.0 million from RMB252.5 million as of December 31, 2024. ****
About Scienjoy Holding Corporation
Scienjoy is a pioneering Nasdaq-listed interactive entertainment leader. Driven by the vision of shaping a metaverse lifestyle, Scienjoy leverages AI-powered technology to create immersive experiences that resonate with global audiences, fostering meaningful connections and redefining entertainment. For more information, please visit http://ir.scienjoy.com/.
Use of Non-GAAP FinancialMeasures
Adjusted net income is calculated as net income adjusted for change in fair value of contingent consideration, change in fair value of warrant liability and share based compensation. Adjusted basic and diluted net income per ordinary share is non-GAAP net income (loss) attributable to ordinary shareholders divided by weighted average number of ordinary shares used in the calculation of non-GAAP basic and diluted net income per ordinary share. The non-GAAP financial measures are presented to enhance investors’ overall understanding of the Company’s financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with U.S. GAAP. Investors are encouraged to review the reconciliation of the historical non-GAAP financial measures to its most directly comparable GAAP financial measures. As non-GAAP financial measures have material limitations as analytical metrics and may not be calculated in the same manner by all companies, they may not be comparable to other similarly titled measures used by other companies. In light of the foregoing limitations, you should not consider non-GAAP financial measures as a substitute for, or superior to, such metrics in accordance with US GAAP.
For more information on these non-GAAP financial measures, please see the table captioned “Reconciliations of Non-GAAP Results” near the end of this 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 are made at a rate of RMB7.1636 to US$1.00, the noon buying rate in effect on June 30, 2025, in the H.10 statistical release of the Federal Reserve Board. The Company makes no representation that the RMB amounts could have been, or could be, converted, realized or settled in U.S. dollars at that rate on June 30, 2025, or at any other rate.
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Safe Harbor Statement
Certain statements made in this release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, are: the ability to manage growth; ability to identify and integrate other future acquisitions; ability to obtain additional financing in the future to fund capital expenditures; fluctuations in general economic and business conditions; costs or other factors adversely affecting our profitability; litigation involving patents, intellectual property, and other matters; potential changes in the legislative and regulatory environment; a pandemic or epidemic. The forward-looking statements contained in this release are also subject to other risks and uncertainties, including those more fully described in the Company’s filings with the Securities and Exchange Commission (“SEC”) from time to time. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Such information speaks only as of the date of this release.
For investor andmedia inquiries, please contact:
Investor RelationsContacts
Denny Tang
Chief Financial Officer
Scienjoy Holding Corporation
+86-10-64428188
ir@scienjoy.com
Ascent Investor Relations LLC
Tina Xiao
+1-646-932-7242
investors@ascent-ir.com
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UNAUDITED CONDENSEDCONSOLIDATED BALANCE SHEETS
(All amounts in thousands, except share and per share data or otherwise stated)
| As of December 31, | As of <br> June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | 2025 | ||||||
| RMB | RMB | US | ||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | 252,540 | 298,490 | ||||||
| Accounts receivable, net | 226,060 | 222,704 | ||||||
| Prepaid expenses and other current assets | 28,415 | 29,080 | ||||||
| Amounts due from related parties | - | 100 | ||||||
| Investment in marketable security | 37,629 | 6,537 | ||||||
| Total current assets | 544,644 | 556,911 | ||||||
| Non-current assets | ||||||||
| Property and equipment, net | 1,981 | 1,507 | ||||||
| Intangible assets, net | 405,256 | 401,786 | ||||||
| Goodwill | 182,661 | 183,138 | ||||||
| Long term investments | 257,387 | 262,214 | ||||||
| Long term deposits and other assets | 906 | 839 | ||||||
| Right-of-use assets-operating lease | 4,845 | 17,795 | ||||||
| Deferred tax assets | 7,505 | 7,613 | ||||||
| Total non-current assets | 860,541 | 874,892 | ||||||
| TOTAL ASSETS | 1,405,185 | 1,431,803 | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable | 36,015 | 39,041 | ||||||
| Accrued salary and employee benefits | 22,346 | 10,382 | ||||||
| Accrued expenses and other current liabilities | 6,840 | 4,602 | ||||||
| Income tax payable | 11,284 | 12,364 | ||||||
| Lease liabilities-operating lease -current | 4,098 | 4,612 | ||||||
| Deferred revenue | 80,186 | 89,198 | ||||||
| Total current liabilities | 160,769 | 160,199 | ||||||
| Non-current liabilities | ||||||||
| Deferred tax liabilities | 58,400 | 57,691 | ||||||
| Lease liabilities-operating lease -non-current | 700 | 11,956 | ||||||
| Total non-current liabilities | 59,100 | 69,647 | ||||||
| TOTAL LIABILITIES | 219,869 | 229,846 | ||||||
| Commitments and contingencies | ||||||||
| EQUITY | ||||||||
| Ordinary share, no par value, unlimited Class A ordinary shares and Class B ordinary shares authorized, 38,922,726 Class A ordinary shares and 2,925,058 Class B ordinary shares issued and outstanding as of December 31, 2024, respectively; 39,412,710 Class A ordinary shares and 2,925,058 Class B ordinary shares issued and outstanding as of June 30, 2025, respectively. | ||||||||
| Class A ordinary shares | 444,162 | 450,059 | ||||||
| Class B ordinary shares | 23,896 | 23,896 | ||||||
| Shares to be issued | 20,817 | 20,817 | ||||||
| Treasury stocks | (19,952 | ) | (19,952 | ) | ) | |||
| Statutory reserves | 50,705 | 51,195 | ||||||
| Retained earnings | 662,499 | 675,502 | ||||||
| Accumulated other comprehensive income | 16,967 | 17,792 | ||||||
| Total shareholders’ equity | 1,199,094 | 1,219,309 | ||||||
| Non-controlling interests | (13,778 | ) | (17,352 | ) | ) | |||
| Total equity | 1,185,316 | 1,201,957 | ||||||
| TOTAL LIABILITIES AND EQUITY | 1,405,185 | 1,431,803 |
All values are in US Dollars.
7
UNAUDITED CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(All amounts in thousands, except share and per share data or otherwise stated)
| For the three months ended | For the six months ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, | June 30, | June 30, | June 30, | June 30, | June 30, | |||||||||||
| 2024 | 2025 | 2025 | 2024 | 2025 | 2025 | |||||||||||
| RMB | RMB | US | RMB | RMB | US | |||||||||||
| Livestreaming - consumable virtual items revenue | 362,293 | 335,610 | 671,308 | 630,084 | ||||||||||||
| Livestreaming - time based virtual items revenue | 6,542 | 4,400 | 12,516 | 9,258 | ||||||||||||
| Technical services and others | 6,005 | 9,022 | 7,315 | 17,025 | ||||||||||||
| Total revenues | 374,840 | 349,032 | 691,139 | 656,367 | ||||||||||||
| Cost of revenues | (310,117 | ) | (285,353 | ) | ) | (573,329 | ) | (533,195 | ) | ) | ||||||
| Gross profit | 64,723 | 63,679 | 117,810 | 123,172 | ||||||||||||
| Operating expenses | ||||||||||||||||
| Sales and marketing expenses | (189 | ) | (1,299 | ) | ) | (2,177 | ) | (3,412 | ) | ) | ||||||
| General and administrative expenses | (16,650 | ) | (21,027 | ) | ) | (36,580 | ) | (44,379 | ) | ) | ||||||
| Research and development expenses | (17,534 | ) | (17,437 | ) | ) | (39,061 | ) | (36,999 | ) | ) | ||||||
| Provision for credit losses | (1,769 | ) | (646 | ) | ) | (1,126 | ) | (1,400 | ) | ) | ||||||
| Total operating expenses | (36,142 | ) | (40,409 | ) | ) | (78,944 | ) | (86,190 | ) | ) | ||||||
| Income from operations | 28,581 | 23,270 | 38,866 | 36,982 | ||||||||||||
| Change in fair value of investment in marketable security | 6,991 | (6,758 | ) | ) | 3,764 | (31,092 | ) | ) | ||||||||
| Investment loss | (1,114 | ) | (559 | ) | ) | (3,354 | ) | (971 | ) | ) | ||||||
| Interest income, net | 449 | 457 | 2,428 | 996 | ||||||||||||
| Other income, net | 575 | 7,639 | 688 | 9,072 | ||||||||||||
| Foreign exchange gain (loss), net | 974 | (1,614 | ) | ) | 1,508 | (2,630 | ) | ) | ||||||||
| Income before income taxes | 36,456 | 22,435 | 43,900 | 12,357 | ||||||||||||
| Income tax (expenses) benefits | (3,035 | ) | 272 | (7,673 | ) | (2,608 | ) | ) | ||||||||
| Net income | 33,421 | 22,707 | 36,227 | 9,749 | ||||||||||||
| Less: net (loss) income attributable to noncontrolling interest | (1,919 | ) | 124 | (5,693 | ) | (3,744 | ) | ) | ||||||||
| Net income attributable to the Company’s shareholders | 35,340 | 22,583 | 41,920 | 13,493 | ||||||||||||
| Other comprehensive (loss) income: | ||||||||||||||||
| Other comprehensive (loss) income - foreign currency translation adjustment | (172 | ) | 672 | (608 | ) | 995 | ||||||||||
| Comprehensive income | 33,249 | 23,379 | 35,619 | 10,744 | ||||||||||||
| Less: comprehensive (loss) income attributable to non-controlling interests | (1,919 | ) | 343 | (5,693 | ) | (3,574 | ) | ) | ||||||||
| Comprehensive income attributable to the Company’s shareholders | 35,168 | 23,036 | 41,312 | 14,318 | ||||||||||||
| Weighted average number of shares | ||||||||||||||||
| Basic | 41,164,872 | 41,591,911 | 41,164,872 | 41,578,079 | ||||||||||||
| Diluted | 41,334,310 | 41,669,236 | 41,461,415 | 41,655,404 | ||||||||||||
| Earnings per share | ||||||||||||||||
| Basic | 0.86 | 0.54 | 1.02 | 0.32 | ||||||||||||
| Diluted | 0.85 | 0.54 | 1.01 | 0.32 |
All values are in US Dollars.
8
Reconciliations ofNon-GAAP Results
(All amounts in thousands, except share and per share data or otherwise stated)
| For the three months ended | For the six months ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, | June 30, | June 30, | June 30, | June 30, | June 30, | |||||||||||
| 2024 | 2025 | 2025 | 2024 | 2025 | 2025 | |||||||||||
| RMB | RMB | US | RMB | RMB | US | |||||||||||
| Net income attributable to the Company’s shareholders | 35,340 | 22,583 | 41,920 | 13,493 | ||||||||||||
| Less: | ||||||||||||||||
| Share based compensation | (3,194 | ) | (2,322 | ) | ) | (5,629 | ) | (5,897 | ) | ) | ||||||
| Adjusted net income attributable to the Company’s shareholders* | 38,534 | 24,905 | 47,549 | 19,390 | ||||||||||||
| Adjusted net income attributable to the Company’s shareholders per ordinary share* | ||||||||||||||||
| Basic | 0.94 | 0.60 | 1.16 | 0.47 | ||||||||||||
| Diluted | 0.93 | 0.60 | 1.15 | 0.47 |
All values are in US Dollars.
“Adjusted net income attributable to the Company’s shareholders” is defined as net income attributable to the Company’s shareholders excluding share-based compensation. For more information, refer to “Use of Non-GAAP Financial Measures” and “Reconciliations of Non-GAAP Results” at the end of this press release.
9
Exhibit 99.2
MANAGEMENT’SDISCUSSION AND ANALYSIS
You should read the following discussion andanalysis of our financial condition and results of operations in conjunction with our unaudited condensed consolidated financial statementsand the related notes. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results andthe timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of variousfactors
| A. | Operating Results |
|---|
Overview
Scienjoy Holding Corporation (“we” or the “Company”) was originally incorporated on May 2, 2018 as a British Virgin Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On May 7, 2020, we consummated the acquisition of Scienjoy Inc. As a result of the business combination, we became the holding company of Scienjoy Inc. and we changed our name from “Wealthbridge Acquisition Limited” to “Scienjoy Holding Corporation.”
We are a leading provider of mobile entertainment live streaming platforms in China and operates its platforms on both PC and mobile apps, through which users can enjoy immersive and interactive entertainment live streaming. We had approximately 331.1 million registered users by the end of June 30, 2025, increased from 329.8 million registered users for the year ended December 31, 2024.
We adopt a multi-platform strategy and all platforms are categorized as “SHOW live streaming” in which professional broadcasters provide live streaming entertainment for users primarily in the form of performances (such as singing, dancing, and talk shows). Broadcasters on all platforms have been professionally trained by relevant broadcaster agents to provide more professional content. Despite the similarity in contents, the different platforms adopt different operation strategies, such as, to name a few, different broadcaster policy, events, promotion, and games. We provide a technological infrastructure to enable broadcasters, online users and viewers to interact with each other during live streaming. All platforms can be accessed for free. We mainly derive our revenue from sales of virtual items on the platforms. Users can purchase virtual currency to purchase virtual items for use on the platforms. Users can recharge their virtual currency on the platforms through various online third-party payment platforms, such as WeChat Pay or AliPay.
Key Factors AffectingOur Results of Operations
General Factors
Development of the mobile live streaming market in China over the past decade has been influenced by a number of macroeconomic and technological factors and trends, including increasing disposable income and demand for cultural and entertainment activities and increased use of the mobile internet. Our business and operating results are affected by general factors affecting China’s entertainment live streaming industry, which may include the following:
| ● | China’s overall macroeconomic landscape |
|---|---|
| ● | China’s overall entertainment and mobile entertainment growth |
| --- | --- |
| ● | Usage and penetration rate of mobile Internet and mobile payment |
| --- | --- |
| ● | Growth and competitive landscape of China’s mobile live streaming market, especially entertainment SHOW live streaming |
| --- | --- |
| ● | Governmental policies affecting China’s live streaming industry |
| --- | --- |
Unfavorable changes in any of these general industry conditions could negatively affect demand for our services and materially and adversely affect its results of operations.
Specific Factors
While our business is influenced by general factors affecting the mobile live streaming industry in China, we believe our results of operations are more directly affected by company specific factors, including the following major factors:
Our ability to retainbroadcasters and enhance user experience
We continue to improve our operational capability with more attractive contents, such as music, dancing, talk shows, traditional drama, online competitions and offline events, to further enhance user experience. We are offering different contents and games to attract more users to pay for our services and to pay more money per user as well. Therefore, quality broadcasters and interesting contents are essential to our operations. In order to retain quality broadcasters, we have developed a revenue sharing policy, pursuant to which we share revenues generated on the platforms with talents agencies, which in turn share revenues with broadcasters. Additionally, in order to maintain the quality of broadcasters and service, we are very cautious in hiring broadcasters and has adopted strict operation procedures for screening broadcasters before hiring. We primarily work with professional agents to identify and retain new broadcasters. The increasing number of trained broadcasters, who provide better quality performance, also contributes to improved average live streaming revenue per paying user (“ARPPU”) and paying ratio of Scienjoy Holding Corporation.
Our ability to maintainand expand our user base
User base is another key factor for success in the mobile live streaming industry. We endeavor to provide attractive content to keep users on its platforms as long as possible. Our multi-platform strategy attempt to retain users by providing diversified content, promotions and an enhanced user experience.
With respect to user base, mobile SHOW live streaming sector differs from other mobile live streaming sectors such as pan entertainment live streaming and game live streaming sector. Because, for SHOW live streaming, each broadcaster interacts in real time with users and therefore the number of users that each broadcaster can entertain at the same period in his/her video room is limited.
We continue to seek opportunities to grow our user base and enhance our user engagement. Our ability to do so largely depends on our ability to recruit, train, and retain high quality broadcasters and our ability to produce high quality content. We also intend to continue to invest in our brand recognition.
Our ability to improveinnovative technologies
The ability to understand market traffic and pair users with suitable broadcasters and activities is key for user stickiness and monetization in the mobile SHOW live streaming industry. By using big data analysis to understand individual user behavior and industry trends, we intend to adjust our platform to better guide users to appropriate broadcasters as well as to analyze traffic on other sites to select the best methods and targets for user acquisition.
Summary Consolidated Statements of Operationsand Comprehensive Income
| For the six months ended June 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | 2025 | ||||||
| Amounts in thousands of RMB and US$ | RMB | RMB | US | |||||
| Total revenue | 691,139 | 656,367 | ||||||
| Cost of revenues | (573,329 | ) | (533,195 | ) | ) | |||
| Gross profit | 117,810 | 123,172 | ||||||
| Sales and marketing expenses | (2,177 | ) | (3,412 | ) | ) | |||
| General and administrative expenses | (36,580 | ) | (44,379 | ) | ) | |||
| Research and development expenses | (39,061 | ) | (36,999 | ) | ) | |||
| Provision for credit losses | (1,126 | ) | (1,400 | ) | ) | |||
| Income from operations | 38,866 | 36,982 | ||||||
| Change in fair value of investment in marketable security | 3,764 | (31,092 | ) | ) | ||||
| Investments loss | (3,354 | ) | (971 | ) | ) | |||
| Interest income, net | 2,428 | 996 | ||||||
| Other income, net | 688 | 9,072 | ||||||
| Foreign exchange gain (loss), net | 1,508 | (2,630 | ) | ) | ||||
| Income before income taxes | 43,900 | 12,357 | ||||||
| Income tax expense | (7,673 | ) | (2,608 | ) | ) | |||
| Net income | 36,227 | 9,749 | ||||||
| Less: net loss attributable to non-controlling interest | (5,693 | ) | (3,744 | ) | ) | |||
| Net income attributable to the Company’s shareholders | 41,920 | 13,493 |
All values are in US Dollars.
2
Revenues
Our revenues consist of live streaming revenue and technical services revenue. We generate technical services revenue from providing technical development and advisory services, but the technical services revenue is not material. Our revenue is mostly from the sales of virtual items used in our live streaming business.
Virtual items are categorized as consumable and time-based items. Consumable items, as virtual gift service, are consumed and used by users upon purchase, while time-based virtual items, such as privilege titles, could be used for a fixed period of time. Accordingly, revenue is recognized at the time when the virtual item is delivered and consumed if the virtual item is a consumable item or, in the case of time-based virtual item, recognized ratably over the period each virtual item is made available to the user, which is usually over one to multiple months and does not exceed one year. For the six months ended June 30, 2024 and 2025, revenue from consumable virtual items represented over 96% of the total net revenue.
As we continue to grow our live streaming business, and enhance our user engagement and expand virtual gifting scenarios to increase users’ willingness to pay, we expect our revenue from the sales of virtual items in our live streaming business to increase.
The following table sets forth types of our revenue for the periods indicated:
| For the six months ended June 30, | |||||
|---|---|---|---|---|---|
| 2024 | 2025 | 2025 | |||
| Amounts in thousands of RMB and US$ | RMB | RMB | US | ||
| Live streaming - consumable virtual items revenue | 671,308 | 630,084 | |||
| Live streaming - time based virtual item revenue | 12,516 | 9,258 | |||
| Technical services and others | 7,315 | 17,025 | |||
| Total revenue | 691,139 | 656,367 |
All values are in US Dollars.
As of June 30, 2025, we operated five brands of live streaming platforms, consisting of: Showself Live Streaming, Lehai Live Streaming, Haixiu Live Streaming, BeeLive Live Streaming (including BeeLive Chinese version – Mifeng) and Hongle Live Streaming. The following table sets forth our revenue by platforms for the periods indicated:
| For the six months ended June 30, | |||||
|---|---|---|---|---|---|
| 2024 | 2025 | 2025 | |||
| Amounts in thousands of RMB and US$ | RMB | RMB | US | ||
| Showself | 139,571 | 165,985 | |||
| Lehai | 188,100 | 136,694 | |||
| Haixiu | 143,525 | 117,037 | |||
| Beelive | 111,507 | 118,955 | |||
| Hongle | 101,121 | 100,671 | |||
| Technical services and others | 7,315 | 17,025 | |||
| TOTAL | 691,139 | 656,367 |
All values are in US Dollars.
3
The total number of paying users at Showself Live, Lehai Live, Haixiu Live, Beelive Live and Hongle Live for the periods indicated is as following:
| For the six months ended June 30, | ||||
|---|---|---|---|---|
| 2024 | 2025 | |||
| Showself | 57,294 | 46,724 | ||
| Lehai | 92,680 | 70,060 | ||
| Haixiu | 55,540 | 61,556 | ||
| Beelive | 37,053 | 33,221 | ||
| Hongle | 41,509 | 42,327 | ||
| TOTAL | 284,076 | 253,888 |
The ARPPU by Showself Live, Lehai Live, Haixiu Live, Beelive Live and Hongle Live is as following:
| For the six months ended June 30, | |||||
|---|---|---|---|---|---|
| 2024 | 2025 | 2025 | |||
| In RMB and US$ | RMB | RMB | US | ||
| Showself | 2,436 | 3,552 | |||
| Lehai | 2,030 | 1,951 | |||
| Haixiu | 2,584 | 1,901 | |||
| Beelive | 3,009 | 3,581 | |||
| Hongle | 2,436 | 2,378 | |||
| Overall average | 2,407 | 2,518 |
All values are in US Dollars.
Among five brands of live streaming platforms, Showself Live streaming contributed at least 28% of the paying users for the all the periods indicated. Our ARPPU in each platform may fluctuate from period to period due to the mix of live streaming services purchased by the paying users. The overall ARPPU for the six months ended June 30, 2024 and 2025 was RMB2,407 and RMB2,518, respectively.
Cost of Revenues
Our cost of revenues primarily consists of (i) revenue sharing fees, including payments to various broadcasters and content providers, (ii) user acquisition costs, (iii) bandwidth related costs, and (iv) other costs.
The table below shows the cost of revenues for the periods indicated.
| For the six months ended June 30, | |||||
|---|---|---|---|---|---|
| 2024 | 2025 | 2025 | |||
| Amounts in thousands of RMB and US$ | RMB | RMB | US | ||
| Revenue sharing fees | 534,486 | 478,482 | |||
| User acquisition costs | 17,061 | 31,701 | |||
| Bandwidth related costs | 5,338 | 2,622 | |||
| Others | 16,444 | 20,390 | |||
| TOTAL | 573,329 | 533,195 |
All values are in US Dollars.
4
Revenue sharing fees cost: Our revenue sharing fees represent our payment to broadcasters based on a percentage of revenue from sales of virtual items, including virtual gifts and other subscription-based privileges. Revenue sharing fees were 77% and 73% of revenues for the six months ended June 30, 2024 and 2025, respectively.
User acquisition costs: We acquire users primarily through viral marketing, or word-of-mouth marketing, and online download. We provide online downloads of our apps via various third-party websites, including online advertising networks, internet portals and mobile application stores. We pay such third parties a fee for each registered user account acquired through them.
Bandwidth related cost: Bandwidth related cost consists of fees that we pay to telecommunication service providers for server hosting, bandwidth and content delivery-related services such as CDN (content delivery network).
Others: Other costs include (i) fees that we pay to third-party payment processing platforms through which our users purchase our virtual currencies, technology service costs, and content producing costs, (ii) personnel fees directly related to the revenue such as operation employees’ salary and benefits, and (iii) depreciation and amortization expense for servers and other equipment, and intangibles directly related to operating the platforms. For the six months ended June 30, 2024 and 2025, other cost represented approximately 2% and 3% of total revenue, respectively.
Operating Expenses
Our operating expenses consists of (i) sales and marketing expenses, (ii) research and development expenses, (iii) general and administrative expenses, and (iv) provision for credit losses.
| For the six months ended June 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | 2025 | ||||||
| Amounts in thousands of RMB and US$ | RMB | RMB | US | |||||
| Sales and marketing expenses | (2,177 | ) | (3,412 | ) | ) | |||
| General and administrative expenses | (36,580 | ) | (44,379 | ) | ) | |||
| Research and development expenses | (39,061 | ) | (36,999 | ) | ) | |||
| Provision for credit losses | (1,126 | ) | (1,400 | ) | ) |
All values are in US Dollars.
Sales and marketing expenses: Our sales and marketing expenses mainly consist of (i) salaries and benefits for sales and marketing employees, and (ii) branding and advertisement expenses, including advertisements, holding promotional events and developing and designing marketing campaigns. We expect to target sales and marketing expenditures to attract targeted paying users.
General and administrativeexpenses: Our general and administrative expenses primarily consist of (i) salaries and benefits for our general and administrative staff, (ii) consulting fees, (iii) other expenses primarily including general office expenses, and (iv) office rental expenses. As a public company, we incur additional costs to comply with reporting obligations under the U.S. securities laws.
Research and developmentexpenses: Our research and development expenses primarily consist of (i) salaries and benefits for our research and development employees, and (ii) other expenses primarily including depreciation related to research use. We expect our research and development expenses to continue to grow as we continue to invest in innovative technologies to offer users a better experience.
Provision for credit losses: We maintain an allowance for credit losses which reflects our best estimate of amounts that potentially will not be collected. When we determine the allowance for credit losses, we take into consideration various factors including but not limited to collection history and credit-worthiness of the debtors as well as the age of the individual receivables account.
Results of Operations
Six Months Ended June 30, 2025 Comparedto Six Months Ended June 30, 2024
**Revenue:**Total revenues decreased to RMB656.4 million for the six months ended June 30, 2025 from RMB691.1 million in the same period of 2024, primarily caused by decrease of paying users due to competitive landscape of China’s mobile live streaming market. Total paying users were 253,888 for the six months ended June 30, 2025, compared to 284,076 in the same period of 2024.
5
Cost of revenues: Our cost of revenues decreased to RMB533.2 million for the six months ended June 30, 2025 from RMB573.3 million in the same period of 2024. The decrease was primarily attributable to a decrease of RMB56.0 million in the Company’s revenue sharing fees, offset by an increase of RMB14.6 million in the Company’s user acquisition costs.
Gross profit: Our gross profit increased by 4.6% to RMB123.2 million for the six months ended June 30, 2025 from RMB117.8 million in the same period of 2024. The gross margin increased to 18.8% for the six months ended June 30, 2025 from 17.0% in the same period of 2024 due to higher ARPPU and lower revenue sharing fees during the six months ended June 30, 2025, showing the Company’s effectiveness in converting high-quality paying user to its profit growth.
Total operating expenses: Total operating expenses increased by 9.2% to RMB86.2 million for the six months ended June 30, 2025 from RMB78.9 million in the same period of 2024.
| ● | Sales and marketing expenses**:** Our sales and marketing expenses increased by 56.7% to RMB3.4 million for the six months ended June 30, 2025 from RMB2.2 million in the same period of 2024, primarily attributable to sales and marketing activities. |
|---|---|
| ● | General and administrative expenses**:** Our general and administrative expenses increased by 21.3% to RMB44.4 million for the six months ended June 30, 2025 from RMB36.6 million in the same period of 2024. The increase was primarily due to an increase of RMB6.9 in professional consulting fee and RMB2.7 million in employee salary and welfare, offset by a decrease of RMB0.6 million in entertainment expenses and a decrease of RMB0.5 million in share-based compensation. |
| --- | --- |
| ● | Research and development expenses**:** Our research and development expenses decreased to RMB37.0 million for the six months ended June 30, 2025 from RMB39.1 million in the same period of 2024, due to a decrease of RMB4.8 million in employee salary and welfare, offset by an increase of RMB2.4 million in technical service fee. |
| --- | --- |
| ● | Provision for credit losses: Our provision for credit losses increased by 24.3% to RMB1.4 million for the six months ended June 30, 2025 from RMB1.1 million in the same period of 2024, primary due to overall slow collection for the six months ended June 30, 2025. |
| --- | --- |
Change in fair value ofinvestment in marketable security: Change in fair value of investment in marketable security was a loss of RMB31.1 million for the six months ended June 30, 2025, as compared to a gain of RMB3.8 million in the same period of 2024. The change was primarily attributable to the fair value changes in investments in publicly traded company.
Investment loss: Investment loss decreased to RMB1.0 million for the six months ended June 30, 2025 from RMB3.4 million in the same period of 2024. The investment loss was primarily attributable to share of unrealized loss in long-term investments. ****
Interest income: Interest income decreased to RMB1.0 million for the six months ended June 30, 2025 from RMB2.4 million in the same period of 2024. The decrease was primarily due to lower interest rate.
Other income, net: Other income, net increased by 1,218.6% to RMB9.1 million for the six months ended June 30, 2025 from RMB0.7 million in the same period of 2024. The increase was primarily due to increased government subsidies and one-time compensation income.
Foreign exchange gain(loss): Foreign exchange loss was RMB2.6 million for the six months ended June 30, 2025, as compared to foreign exchange gain of RMB1.5 million in the same period of 2024.
Income tax expense: Income tax expense decreased to RMB2.6 million for the six months ended June 30, 2025 from RMB7.7 million in the same period of 2024. The decreased was primarily due to decreased taxable income.
Net income: As a result of the foregoing, net income decreased to RMB9.7 million for the six months ended June 30, 2025 from of RMB36.2 million in the same period of 2024.
6
| B. | Liquidity and Capital Resources |
|---|
Cash Flows and Working Capital
The Company sources of liquidity are primarily from the cash earned from its operating activities and proceeds from financing activities. Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company’s cash and cash equivalents consist of cash on hand and demand deposits placed with banks or other financial institutions which are unrestricted as to withdrawal and use and have original maturities less than three months. Cash and cash equivalents also consist of funds earned from the operating revenues which were held at the third-party platform fund accounts which are unrestricted as to immediate use or withdraw.
As of December 31, 2024 and June 30, 2025, RMB242,359 and RMB288,174, respectively, were deposited with major financial institutions located in the PRC. Management believes that these financial institutions are of high credit quality and continually monitor the credit worthiness of these financial institutions. Historically, deposits in Chinese banks are secure due to the state policy on protecting depositors’ interests. The Company has no short-term investments as of December 31, 2024 and June 30, 2025.
A majority of the Company’s expense transactions are denominated in RMB and a significant portion of assets and liabilities of the Company and its subsidiaries (including the VIEs) are denominated in RMB. RMB is not freely convertible into foreign currencies. In the PRC certain foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the PBOC. Remittances in currencies other than RMB by the Companies in China must be processed through the PBOC or other PRC foreign exchange regulatory bodies which require certain supporting documentation in order to effect the remittance.
The Company intends to finance its future working capital requirements and capital expenditures from cash generated from operating activities and funds raised from financing activities. The Company believes that its current cash and cash equivalents, together with its cash generated from operating activities and financing activities, will be sufficient to meet its present anticipated working capital requirements and capital expenditures for at least the next 12 months. However, the Company may decide to enhance its liquidity position or increase its cash reserve for future investments or operations through additional capital and finance funding. Issuance of additional equity securities, including convertible debt securities, would dilute the Company earnings per share. The incurrence of debt would divert cash for working capital and capital expenditures to service debt obligations and could result in operating and financial covenants that restrict the Company’s operations and its ability to pay dividends to its shareholders.
As a holding company with no material operations of its own, the Company conducts its operations primarily through its PRC subsidiaries and its variable interest entity (VIE) and the VIE’s subsidiaries. The Company is permitted under PRC laws and regulations to provide funding to its PRC subsidiaries in China through capital contributions or loans, subject to the approval of government authorities and limits on the amount of capital contributions and loans.
The following table presents the summary of the Company’s cash flow data.
| For the six months ended June 30 | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | 2025 | ||||||
| Amounts in thousands of RMB and US$ | RMB | RMB | US | |||||
| Net cash provided by operating activities | 351 | 50,972 | ||||||
| Net cash used in investing activities | (16,915 | ) | (6,233 | ) | ) | |||
| Net cash provided by (used in) financing activities | 355 | (100 | ) | ) | ||||
| Effect of foreign exchange rate changes on cash | (492 | ) | 1,311 | |||||
| Net (decrease) increase in cash and cash equivalents | (16,701 | ) | 45,950 | |||||
| Cash and cash equivalents at beginning of the period | 205,465 | 252,540 | ||||||
| Cash and cash equivalents at end of the period | 188,764 | 298,490 |
All values are in US Dollars.
7
Operating Activities
Net cash provided by or used in operating activities consisted primarily of the Company’s net income/loss adjusted by non-cash adjustments, such as provision for doubtful accounts, and adjusted by changes in operating assets and liabilities, such as accounts receivable.
Net cash provided by operating activities was RMB0.4 million for the six months ended June 30, 2024. The difference between the net cash provided by operating activities and net income of RMB36.2 million was primarily attributable to non-cash adjustment of RMB15.5 million, a decrease in prepaid expense and other current assets of RMB18.8 million due to collection from third parties loans, a decrease in accounts receivable of RMB13.0 million due to faster collection, partially offset by decreased in accounts payable of RMB38.2 million, decreased in accrued expenses and other current liabilities of RMB19.4 million, decreased in deferred revenue of RMB12.6 million, decreased in accrued salary and employee benefits of RMB5.4 million and decreased in lease liabilities of RMB3.9 million.
Net cash provided by operating activities was RMB51.0 million for the six months ended June 30, 2025. The difference between the net cash provided by operating activities and net income of RMB9.7 million was primarily attributable to non-cash adjustment of RMB46.2 million, an increase in deferred revenue of RMB9.0 million due to slowly recognized revenue and an increase in accounts payable of RMB3.0 million, a decrease in accounts receivable of RMB2.0 million and an increase of income tax payable of RMB1.1 million, partially offset by a decrease in accrued salary and employee benefits of RMB12.1 million due to distributed employees year-end bonusses , a decrease in lease liabilities -operating lease of RMB4.7 million and a decrease accrued expenses and other current payables of RMB3.3 million.
Investing Activities
Net cash used in investing activities was primarily due to (a) purchases of property and equipment such as electronic equipment, and intangible assets such as trademark, software copyrights, and patents; (b) payment for long term investment.
Net cash used in investing activities amounted to RMB16.9 million for the six months ended June 30, 2024, primarily due to RMB16.7 million paid for long term investments.
Net cash used in investing activities was RMB6.2 million for the six months ended June 30, 2025, primarily due to RMB6.0 million paid for long term investments and RMB0.3 million paid for property and equipment.
Financing Activities
Net cash provided by financing activities amounted to RMB0.4 million for the six months ended June 30, 2024, primarily due to collection from related parties of RMB0.4 million.
Net cash used in financing activities was RMB0.1 million for the six months ended June 30, 2025, primarily due to advance of RMB0.1 million to related parties.
Capital Expenditures.
For the six months ended June 30, 2024 and 2025, the Company’s capital expenditure amounted to RMB0.3 million and RMB0.3 million, respectively. The Company intends to fund its future capital expenditures with the existing cash balance and other financing alternatives. The Company will continue to make capital expenditures to support the growth of its business.
8
| C. | Research and Development, Patents and Licenses, etc. |
|---|
See “Item 4. Information on the Company—B. Business Overview—Our Technology” and “Item 4. Information on the Company—B. Business Overview—Intellectual Property” of our annual report on Form 20-F for the fiscal year ended December 31, 2024 filed with the SEC on April 22, 2025.
| D. | Trend Information |
|---|
Other than as described elsewhere in this report, we are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material adverse effect on our revenue, income from continuing operations, profitability, liquidity or capital resources, or that would cause our reported financial information not necessarily to be indicative of future operating results or financial condition.
| E. | Critical Accounting Estimates |
|---|
We prepare our financial statements in conformity with U.S. GAAP, which requires us to make judgments, estimates and assumptions. We continually evaluate these estimates and assumptions based on the most recently available information, our own historical experience and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates. Some of our accounting policies require a higher degree of judgment than others in their application and require us to make significant accounting estimates.
The following descriptions of critical accounting policies, judgments and estimates should be read in conjunction with our combined and consolidated financial statements and accompanying notes and other disclosures included in this report.
Business combinations
The Company accounts for all business combinations under the purchase method of accounting in accordance with ASC 805, Business Combinations (“ASC 805”). The purchase method of accounting requires that the consideration transferred to be allocated to net assets including separately identifiable assets and liabilities the Company acquired, based on their estimated fair value. The consideration transferred in an acquisition is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities incurred, and equity instruments issued as well as the contingent considerations and all contractual contingencies as of the acquisition date. The costs directly attributable to the acquisition are expensed as incurred. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total of the cost of the acquisition, fair value of the non-controlling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. If the cost of acquisition is less than the fair value of the identifiable net assets of the acquiree, the difference is recognized directly in earnings. The determination and allocation of fair values to the identifiable net assets acquired and liabilities assumed is based on various assumptions and valuation methodologies requiring considerable judgment from management. Although the Company believes that the assumptions applied in the determination are reasonable based on information available at the date of acquisition, actual results may differ from forecasted amounts and the differences could be material.
Use of estimates
The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Areas where management uses subjective judgment include, but are not limited to revenue recognition, estimating the useful lives of long-lived assets and intangible assets, valuation assumptions in performing asset impairment tests of long-lived assets, allowance for credit loss, and valuation of deferred taxes and deferred tax assets. Actual results could differ from those estimates, and as such, differences may be material to the consolidated financial statements.
9
Accounts Receivableand Allowance for Credit Losses
Accounts receivables are stated at the historical carrying amount net of allowance for credit losses.
The Company maintains an allowance for credit losses which reflects its best estimate of amounts that potentially will not be collected. The Company determines the allowance for credit losses taking into consideration various factors including but not limited to historical collection experience and credit-worthiness of the debtors as well as the age of the individual receivables balance. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which requires the Company to measure and recognize expected credit losses for financial assets held and not accounted for at fair value through net income. The Company adopted this guidance effective January 1, 2023. the Company makes specific bad debt provisions based on management’s best estimates of specific losses on individual exposures, as well as a provision on historical trends of collections.
Account balances are charged off against the allowance after all means of collection have been exhausted and the likelihood of collection is not probable.
Revenue Recognition
The Company applies the ASU 2014-09, Revenue from Contracts with Customers — Topic 606 for its revenue recognition for all periods presented. Revenues are recognized when control of the promised virtual items or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those virtual items or services. Revenue is recorded, net of sales related taxes and surcharges. The Company derives their revenue from live streaming service and technical service.
Live streaming
The Company is principally engaged in operating its own live streaming platforms, which enable broadcasters and viewers to interact with each other during live streaming. The Company is responsible for providing a technological infrastructure to enable the broadcasters, online users and viewers to interact through live streaming platforms. All the platforms can be accessed for free. The Company mainly derives the revenue from sales of virtual items in the platforms. The Company has a recharge system for users to purchase the Company’s virtual currency then purchase virtual items for use. Users can recharge via various online third-party payment platforms, including WeChat Pay, AliPay and other payment platforms. Virtual currency is non-refundable and often consumed soon after it is purchased.
The Company designs, creates and offers various virtual items for sales to users with pre-determined stand-alone selling price. Virtual items are categorized as consumable and time-based items. Consumable items are consumed upon purchase and use while time-based items could be used for a fixed period of time. Users can purchase and present consumable items to broadcasters to show support for their favorite broadcasters, or purchase time-based virtual items for one or multiple months for a monthly fee, which provide users with recognized status, such as priority speaking rights or special symbols over a period of time.
The Company shares a portion of the sales proceeds of virtual items (“revenue sharing fee”) with broadcasters and talent agencies in accordance with their revenue sharing arrangements. Broadcasters, who do not have revenue sharing arrangements with the Company, are not entitled to any revenue sharing fee. The Company also utilizes third-party payment collection channels, which charges the payment handling cost for users to purchase the virtual currency directly from it. The payment handling costs are recorded in cost of sales.
The Company evaluates and determines that it is the principal and views users to be its customers, because the Company controls the virtual items before they are transferred to users. Its control is evidenced by the Company’s sole ability to monetize the virtual items before they are transferred to users, and is further supported by the Company being primarily responsible to the users for the delivery of the virtual items as well as having full discretion in establishing pricing for the virtual items. Accordingly, the Company reports live streaming revenues on a gross basis with the amounts billed to users recorded as revenues and revenue sharing fee paid to broadcasters and related agencies recorded as cost of revenues.
10
Sales proceeds are initially recorded as deferred revenue and recognized as revenue based on the consumption of the virtual items. The Company has determined that each individual virtual item represents a distinct performance obligation. Accordingly, live streaming revenue is recognized immediately when the consumable virtual item is used, or in the case of time-based virtual items, revenue is recognized over the fixed period on a straight line basis. The Company does not have further obligations to the user after the virtual items are consumed. The Company’s live streaming virtual items are generally sold without right of return and the Company does not provide any other credit and incentive to its users. Unconsumed virtual currency is recorded as deferred revenue.
The Company also cooperates with independent third-party distributors to sell virtual currency through annual distribution agreements with these distributors. Third-party distributors purchase virtual currency from the Company with no refund provision according to the annual distribution agreements, and they are responsible for selling the virtual currency to end users. They may engage their own sales representatives, which are referred to as “sales agents” to directly sell to individual end users. The Company has no control over such “sales agents”. The Company has discretion to determine the price of the virtual currency sold to its third-party distributors, but has no discretion as to the price at which virtual currency is sold by its third-party distributors to the sales agents.
Technical Services andothers
The Company generated technical revenues from providing technical development and advisory, which accounts for only less than 2% of revenue. As the amount was immaterial, and short-term in nature which is usually less than six months, the Company recognizes revenue when service were rendered and accepted by customers.
Practical expedients andexemptions
The Company’s contracts have an original duration of one year or less. Accordingly, the Company does not disclose the value of unsatisfied performance obligations.
Contract balances
Contract balances include accounts receivable and deferred revenue. Accounts receivable primarily represent cash due from distributors and are recorded when the right to consideration is unconditional. The allowance for doubtful accounts reflects the best estimate of probable losses inherent to the account receivable balance. Deferred revenue primarily includes unconsumed virtual currency and unamortized revenue from time-based virtual items in the Company’s platforms, where there is still an obligation to be provided by the Company, which will be recognized as revenue when all of the revenue recognition criteria are met. Due to the generally short-term duration of the relevant contracts, all performance obligations are satisfied within one year.
Intangible assets
Intangible assets are carried at cost less accumulated amortization and any impairment. License for Beelive platform is determined to have an infinite useful life and is not subject to amortization and tested for impairment at least annually. Intangible assets with a finite useful life are amortized using the straight-line method over the estimated economic life of the intangible assets as follows:
| Trademark | 10 years |
|---|---|
| Patent | 10 years |
| Copyright | 10 years |
| Software | 3 to 10 years |
| Licenses acquired | 3 years to infinite life |
Impairment of long-livedassets
The Company evaluates its long-lived assets or asset group, including property and equipment and intangible assets including license that has an infinite useful life, for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying amount of an asset or a group of long-lived assets may not be recoverable. When these events occur, the Company evaluates for impairment by comparing the carrying amount of the assets to future undiscounted net cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Company would recognize an impairment loss based on the excess of the carrying amount of the asset group over its fair value. Fair value is generally determined by discounting the cash flows expected to be generated by the assets, when the market prices are not readily available for the long-lived assets. No impairment of long-lived assets was recognized for the six months ended June 30, 2024 and 2025.
11
Goodwill
Goodwill represents the excess of cost over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Goodwill is not subject to amortization but is monitored annually for impairment or more frequently if there are indicators of impairment. Management considers the following potential indicators of impairment: significant underperformance relative to historical or projected future operating results, significant changes in the Company’s use of acquired assets or the strategy of the Company’s overall business, significant negative industry or economic trends and a significant decline in the Company’s stock price for a sustained period. The Company performs its impairment test on annual basis. Currently, the Company’s goodwill is evaluated at the entity level as it has been determined there is one operating segment comprised of one reporting unit. When assessing goodwill for impairment the Company first performs a qualitative assessment to determine whether it is necessary to perform a quantitative analysis. If the Company determines it is unlikely that the reporting unit fair value is less than its carrying value then no quantitative assessment is performed. If the Company cannot determine that it is likely that the reporting unit fair value is more than its carrying value, then the Company performs a quantitative assessment. Based on the qualitative assessment performed for the six months ended June 30, 2025, the Company determined it was unlikely that its reporting unit fair value was less than its carrying value and no quantitative assessment was required.
Fair value of financial instruments
ASC 825-10 requires certain disclosures regarding the fair value of financial instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
| ● | Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
|---|---|
| ● | Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived from or corroborated by observable market data. |
| --- | --- |
| ● | Level 3 — inputs to the valuation methodology are unobservable. |
| --- | --- |
The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts receivable, other receivables included in prepaid expenses and other current assets, accounts payables, balances with related parties and other current liabilities, approximate their fair values because of the short-term maturity of these instruments.
Income Taxes
The Company accounts for current income taxes in accordance with the laws of the relevant tax authorities. The Company follows the liability method in accounting for income taxes in accordance to ASC topic 740 (“ASC 740”), Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. A valuation allowance would be recorded against deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized.
The guidance on accounting for uncertainties in income taxes prescribes a more likely than not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Guidance was also provided on recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures. Significant judgment is required in evaluating the Company’s uncertain tax positions and determining its provision for income taxes. The Company recognizes interests and penalties, if any, under accrued expenses and other current liabilities on its balance sheet and under other expenses in its statement of comprehensive loss. The Company did not recognize any interest and penalties associated with uncertain tax positions for six months ended June 30, 2024 and 2025. As of December 31, 2024 and June 30, 2025, the Company did not have any significant unrecognized uncertain tax positions.
12
Exhibit 99.3
SCIENJOY HOLDING CORPORATION
INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIALINFORMATION
| Page | |
|---|---|
| Unaudited Condensed Consolidated Balance Sheets as of December 31, 2024 and June 30, 2025 | F-2 |
| Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income for the Six Months Ended June 30, 2024 and 2025 | F-3 |
| Unaudited Condensed Consolidated Statements of Changes in Equity for the Six Months Ended June 30, 2024 and 2025 | F-4 |
| Unaudited Condensed Six Months Ended June 30, 2024 and 2025 | F-5 |
| Notes to the Unaudited Condensed Consolidated Financial Statements | F-6 |
F-1
SCIENJOY HOLDING CORPORATION
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(All amounts in thousands, except share and per share data or otherwise stated)
| As of <br><br>December 31, | As of June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | 2025 | ||||||
| RMB | RMB | US | ||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | 252,540 | 298,490 | ||||||
| Accounts receivable, net | 226,060 | 222,704 | ||||||
| Prepaid expenses and other current assets | 28,415 | 29,080 | ||||||
| Amounts due from related parties | - | 100 | ||||||
| Investment in marketable security | 37,629 | 6,537 | ||||||
| Total current assets | 544,644 | 556,911 | ||||||
| Non-current assets | ||||||||
| Property and equipment, net | 1,981 | 1,507 | ||||||
| Intangible assets, net | 405,256 | 401,786 | ||||||
| Goodwill | 182,661 | 183,138 | ||||||
| Long term investments | 257,387 | 262,214 | ||||||
| Long term deposits and other assets | 906 | 839 | ||||||
| Right-of-use assets-operating lease | 4,845 | 17,795 | ||||||
| Deferred tax assets | 7,505 | 7,613 | ||||||
| Total non-current assets | 860,541 | 874,892 | ||||||
| TOTAL ASSETS | 1,405,185 | 1,431,803 | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable | 36,015 | 39,041 | ||||||
| Accrued salary and employee benefits | 22,346 | 10,382 | ||||||
| Accrued expenses and other current liabilities | 6,840 | 4,602 | ||||||
| Income tax payable | 11,284 | 12,364 | ||||||
| Lease liabilities-operating lease -current | 4,098 | 4,612 | ||||||
| Deferred revenue | 80,186 | 89,198 | ||||||
| Total current liabilities | 160,769 | 160,199 | ||||||
| Non-current liabilities | ||||||||
| Deferred tax liabilities | 58,400 | 57,691 | ||||||
| Lease liabilities-operating lease -non-current | 700 | 11,956 | ||||||
| Total non-current liabilities | 59,100 | 69,647 | ||||||
| TOTAL LIABILITIES | 219,869 | 229,846 | ||||||
| Commitments and contingencies | ||||||||
| EQUITY | ||||||||
| Ordinary share, no par value, unlimited Class A ordinary shares and Class B ordinary shares authorized, 38,922,726 Class A ordinary shares and 2,925,058 Class B ordinary shares issued and outstanding as of December 31, 2024, respectively; 39,412,710 Class A ordinary shares and 2,925,058 Class B ordinary shares issued and outstanding as of June 30, 2025, respectively. | ||||||||
| Class A ordinary shares | 444,162 | 450,059 | ||||||
| Class B ordinary shares | 23,896 | 23,896 | ||||||
| Shares to be issued | 20,817 | 20,817 | ||||||
| Treasury stocks | (19,952 | ) | (19,952 | ) | ) | |||
| Statutory reserves | 50,705 | 51,195 | ||||||
| Retained earnings | 662,499 | 675,502 | ||||||
| Accumulated other comprehensive income | 16,967 | 17,792 | ||||||
| Total shareholders’ equity | 1,199,094 | 1,219,309 | ||||||
| Non-controlling interests | (13,778 | ) | (17,352 | ) | ) | |||
| Total equity | 1,185,316 | 1,201,957 | ||||||
| TOTAL LIABILITIES AND EQUITY | 1,405,185 | 1,431,803 |
All values are in US Dollars.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-2
SCIENJOY HOLDING CORPORATION
UNAUDITED CONDENSEDCONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(All amounts in thousands, except share and per share data or otherwise stated)
| For the six months ended June 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | 2025 | ||||||
| RMB | RMB | US | ||||||
| Live streaming - consumable virtual items revenue | 671,308 | 630,084 | ||||||
| Live streaming - time based virtual item revenue | 12,516 | 9,258 | ||||||
| Technical services and others | 7,315 | 17,025 | ||||||
| Total revenue | 691,139 | 656,367 | ||||||
| Cost of revenues | (573,329 | ) | (533,195 | ) | ) | |||
| Gross profit | 117,810 | 123,172 | ||||||
| Sales and marketing expenses | (2,177 | ) | (3,412 | ) | ) | |||
| General and administrative expenses | (36,580 | ) | (44,379 | ) | ) | |||
| Research and development expenses | (39,061 | ) | (36,999 | ) | ) | |||
| Provision for credit losses | (1,126 | ) | (1,400 | ) | ) | |||
| Income from operations | 38,866 | 36,982 | ||||||
| Change in fair value of investment in marketable security | 3,764 | (31,092 | ) | ) | ||||
| Investments loss | (3,354 | ) | (971 | ) | ) | |||
| Interest income, net | 2,428 | 996 | ||||||
| Other income, net | 688 | 9,072 | ||||||
| Foreign exchange gain (loss), net | 1,508 | (2,630 | ) | ) | ||||
| Income before income taxes | 43,900 | 12,357 | ||||||
| Income tax expense | (7,673 | ) | (2,608 | ) | ) | |||
| Net income | 36,227 | 9,749 | ||||||
| Less: net loss attributable to non-controlling interest | (5,693 | ) | (3,744 | ) | ) | |||
| Net income attributable to the Company’s shareholders | 41,920 | 13,493 | ||||||
| Other comprehensive income (loss): | ||||||||
| Other comprehensive (loss) income - foreign currency translation adjustment | (608 | ) | 995 | |||||
| Comprehensive income | 35,619 | 10,744 | ||||||
| Less: comprehensive loss attributable to non-controlling interests | (5,693 | ) | (3,574 | ) | ) | |||
| Comprehensive income attributable to the Company’s shareholders | 41,312 | 14,318 | ||||||
| Weighted average number of shares | ||||||||
| Basic | 41,164,872 | 41,578,079 | ||||||
| Diluted | 41,461,415 | 41,655,404 | ||||||
| Earnings per share | ||||||||
| Basic | 1.02 | 0.32 | ||||||
| Diluted | 1.01 | 0.32 |
All values are in US Dollars.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-3
SCIENJOY
HOLDING CORPORATION
UNAUDITED CONDENSED CONSOLIDATED
STATEMENTS OF CHANGES IN EQUITY
(All amounts in thousands, except share and per share data or otherwise stated)
| Ordinary shares | Shares<br> to be | Treasury stocks | Statutory | Retained | Accumulated<br> other<br> comprehensive | Non-<br> controlling | Total | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Amount | issued | shares | Amount | reserves | earnings | Income | interests | equity | ||||||||||||||||||
| RMB | RMB | RMB | RMB | RMB | RMB | RMB | RMB | ||||||||||||||||||||
| Balance as of December 31, 2023 | 41,038,937 | 447,519 | 30,777 | (913,845 | ) | (19,216 | ) | 44,698 | 628,821 | 17,965 | (837 | ) | 1,149,727 | ||||||||||||||
| Net income | - | - | - | - | - | - | 41,920 | - | (5,693 | ) | 36,227 | ||||||||||||||||
| Issuance of shares for achievement of earnout target | 403,089 | 9,960 | (9,960 | ) | - | - | - | - | - | - | - | ||||||||||||||||
| Share-based compensation | 403,829 | 5,629 | - | - | - | - | - | - | - | 5,629 | |||||||||||||||||
| Appropriation to statutory reserves | - | - | - | - | - | 3,342 | (3,342 | ) | - | - | - | ||||||||||||||||
| Foreign currency translation adjustments | - | - | - | - | - | - | - | (608 | ) | (12 | ) | (620 | ) | ||||||||||||||
| Balance as of June 30, 2024 | 41,845,855 | 463,108 | 20,817 | (913,845 | ) | (19,216 | ) | 48,040 | 667,399 | 17,357 | (6,542 | ) | 1,190,963 | ||||||||||||||
| Shares<br> to be | Treasury stocks | Statutory | Retained | Accumulated<br> other<br> comprehensive | Non-<br> controlling | Total | |||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||
| Amount | issued | shares | Amount | reserves | earnings | Income | interests | equity | |||||||||||||||||||
| RMB | RMB | RMB | RMB | RMB | RMB | RMB | RMB | ||||||||||||||||||||
| Balance as of December 31, 2024 | 41,847,784 | 468,058 | 20,817 | (1,048,178 | ) | (19,952 | ) | 50,705 | 662,499 | 16,967 | (13,778 | ) | 1,185,316 | ||||||||||||||
| Net income | - | - | - | - | - | - | 13,493 | - | (3,744 | ) | 9,749 | ||||||||||||||||
| Share-based compensation | 489,984 | 5,897 | - | - | - | - | - | - | - | 5,897 | |||||||||||||||||
| Appropriation to statutory reserves | - | - | - | - | - | 490 | (490 | ) | - | - | - | ||||||||||||||||
| Foreign currency translation adjustments | - | - | - | - | - | - | - | 825 | 170 | 995 | |||||||||||||||||
| Balance as of June 30, 2025 | 42,337,768 | 473,955 | 20,817 | (1,048,178 | ) | (19,952 | ) | 51,195 | 675,502 | 17,792 | (17,352 | ) | 1,201,957 | ||||||||||||||
| Balance as of June 30, 2025 (US) | 42,337,768 | 66,162 | 2,906 | (1,048,178 | ) | (2,785 | ) | 7,147 | 94,296 | 2,483 | (2,422 | ) | 167,787 |
All values are in US Dollars.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-4
SCIENJOY
HOLDING CORPORATION
UNAUDITED CONDENSEDCONSOLIDATED
STATEMENTS OF CASH FLOWS
(All amounts in thousands, except share and per share data or otherwise stated)
| For the six months ended June 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | 2025 | ||||||
| RMB | RMB | US | ||||||
| Cash flows from operating activities | ||||||||
| Net income | 36,227 | 9,749 | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities | ||||||||
| Depreciation of property and equipment | 571 | 724 | ||||||
| Amortization of intangible assets | 3,479 | 3,480 | ||||||
| Provision for credit losses | 1,126 | 1,400 | ||||||
| Loss from disposal of property and equipment | 1 | 1 | ||||||
| Deferred tax expense (benefit) | 1,448 | (831 | ) | ) | ||||
| Change in fair value of investment in marketable security | (3,764 | ) | 31,092 | |||||
| Investments loss | 3,354 | 971 | ||||||
| Share-based compensation | 5,629 | 5,897 | ||||||
| Amortization of right-of-use assets-operating lease | 3,613 | 3,492 | ||||||
| Changes in operating assets and liabilities | ||||||||
| Accounts receivable | 13,041 | 1,956 | ||||||
| Prepaid expense and other current assets | 18,813 | (3 | ) | |||||
| Long term deposits and other assets | (5 | ) | 67 | |||||
| Accounts payable | (38,152 | ) | 3,028 | |||||
| Deferred revenue | (12,589 | ) | 9,012 | |||||
| Accrued salary and employee benefits | (5,369 | ) | (12,132 | ) | ) | |||
| Accrued expenses and other current liabilities | (19,365 | ) | (3,338 | ) | ) | |||
| Income tax payable | (3,809 | ) | 1,079 | |||||
| Lease liabilities-operating lease | (3,898 | ) | (4,672 | ) | ) | |||
| Net cash provided by operating activities | 351 | 50,972 | ||||||
| Cash flows from investing activities | ||||||||
| Cash acquired from acquisition | - | 28 | ||||||
| Payment for long term investments | (16,655 | ) | (6,000 | ) | ) | |||
| Purchase of property and equipment and intangible assets | (260 | ) | (261 | ) | ) | |||
| Net cash used in investing activities | (16,915 | ) | (6,233 | ) | ) | |||
| Cash flows from financing activities | ||||||||
| Proceeds from (advance to) related parties | 355 | (100 | ) | ) | ||||
| Net cash provided by (used in) financing activities | 355 | (100 | ) | ) | ||||
| Effect of foreign exchange rate changes on cash | (492 | ) | 1,311 | |||||
| Net increase (decrease) in cash and cash equivalents | (16,701 | ) | 45,950 | |||||
| Cash and cash equivalents at beginning of the period | 205,465 | 252,540 | ||||||
| Cash and cash equivalents at end of the period | 188,764 | 298,490 | ||||||
| Supplemental disclosures of cash flow information: | ||||||||
| Income taxes paid | 10,018 | 2,210 | ||||||
| Supplemental non-cash investing and financing information: | ||||||||
| Right-of-assets-operating lease obtained in exchange for lease liabilities-operating lease | - | 16,442 | ||||||
| Issuance of Class A ordinary shares for achievement of earnout target | 9,960 | - |
All values are in US Dollars.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-5
SCIENJOY HOLDING CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS
(All amounts in thousands, except share and per share data or otherwise stated)
1. ORGANIZATION AND PRINCIPAL ACTIVITIES
Scienjoy Holding Corporation (the “Company” or “Scienjoy”) through its subsidiaries, and variable interest entities(“VIE”) and its subsidiaries (collectively the “Group”) are principally engaged in operating its own live streaming platforms in the People’s Republic of China (the “PRC”), which enable users to view and interact with broadcasters through online chat, virtual items and playing games. The primary theme of the Company’s platform is entertainment live streaming.
(a) Recent developments
On April 1, 2025, the Company acquired 70% equity interest in Star Home Global Media FZ-LL (“Star Home”) for no consideration, Star Home is a Dubai-based multi-channel network (MCN) company.
On April 14, 2025, the Company formed a 51% owned subsidiary Fashionfly Limited, which is engaged in developing multi-channel network business.
(b) Organization
Subsidiaries and VIEs include the following:
| Subsidiaries | Date of<br> incorporation | Place of<br> incorporation | Percentage of<br> direct/indirect<br> ownership | Principal<br> activities |
|---|
| Scienjoy Inc. | February 23, 2017 | Cayman Islands | 100% | Holding Company |
| Scienjoy Pte. Ltd. (“Scienjoy SG”) | July 25, 2023 | Singapore | 100% | Holding Company |
| Scienjoy International Limited (“Scienjoy HK”) | May 18, 2017 | Hong Kong | 100% | Holding Company |
| Scienjoy BeeLive Limited (formerly known as Sciscape International Limited, “SIL”) | December 18, 2017 | Hong Kong | 100% | Live streaming platform |
| Golden Shield Enterprises Limited (“Golden Shield”) | September 28, 2021 | British Virgin Islands | 100% | Holding Company |
| Scienjoy Verse Tech Ltd (“Scienjoy Verse”) (a 51% owned subsidiary of Scienjoy SG) | September 18, 2023 | Dubai | 51% | Holding Company |
| Scienjoy Meta Technology LLC (“Scienjoy Meta”) (a wholly owned subsidiary of Scienjoy Verse) | October 3, 2023 | Dubai | 51% | Metaverse business |
| Scenovo Pte. Ltd. (“Scenovo SG”) (a 51% owned subsidiary of Scienjoy SG) | April 11, 2024 | Singapore | 51% | Holding Company |
| SJ Verse Global Media LLC (“SJ Verse”) (a 90% owned subsidiary of Scenovo SG) | May 20, 2020 | Dubai | 45.9% | Multi-channel network business |
| Techjoy Pte. Ltd. (“Techjoy SG”) (a 70% owned subsidiary of Scenovo SG) | May 31, 2024 | Singapore | 35.7% | Multi-channel network business |
| Fashionfly Limited (a wholly owned subsidiary of Scenovo SG) | April 14, 2025 | Hong Kong | 51% | Multi-channel network business |
| Star Home Global Media FZ-LLC (a 70% owned subsidiary of Scenovo SG) | December 05, 2024 | Dubai | 35.7% | Multi-channel network business |
| Sixiang Wuxian (Beijing) Technology Co., Ltd. (“WXBJ”) (a wholly owned subsidiary of Scienjoy HK) | October 17, 2017 | The PRC | 100% | Holding Company |
| Sixiang Zhihui (Beijing) Technology Co., Ltd. (“ZH”) (a wholly owned subsidiary of WXBJ) | July 5, 2018 | The PRC | 100% | Holding Company |
F-6
SCIENJOY HOLDING CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS
(All amounts in thousands, except share and per share data or otherwise stated)
1. ORGANIZATION AND PRINCIPAL ACTIVITIES (CONTINUED)
(b) Organization (continued)
| Subsidiaries | Date of<br> incorporation | Place of<br> incorporation | Percentage of<br> direct/indirect<br> ownership | Principal<br> activities |
|---|
| Sixiang Yingyue (Shanghai) Technology Co., Ltd(“SXYY”) (a wholly owned subsidiary of WXBJ) | June 30, 2022 | The PRC | 100% | Information technology |
| Holgus Sixiang Information Technology Co., Ltd. (“Holgus X”) (a wholly owned subsidiary of ZH) | May 9, 2017 | The PRC | 100% | Live streaming platform |
| Kashgar Sixiang Times Internet Technology Co., Ltd. (“Kashgar Times”) (a wholly owned subsidiary of ZH) | March 2, 2016 | The PRC | 100% | Live streaming platform |
| Kashgar Sixiang Lehong Information Technology Co., Ltd (“Kashgar Lehong”) (a wholly owned subsidiary of ZH) | July 23, 2020 | The PRC | 100% | Information technology |
| Holgus Sixiang Haohan Internet Technology Co., Ltd. (“Holgus H”) (a wholly owned subsidiary of ZH) | December 11, 2020 | The PRC | 100% | Information technology |
| Sixiang ZhiHui (Hainan) Technology Co., Ltd (“ZHHN”) (a wholly owned subsidiary of ZH) | December 23, 2020 | The PRC | 100% | Live streaming platform |
| Sixiang Wuxian (Zhejiang) Culture Technology Co., Ltd (“WXZJ”) (a wholly owned subsidiary of Scienjoy HK) | April 28, 2022 | The PRC | 100% | Information technology |
| Sixiang Zhihui (Zhejiang) Culture Technology Co., Ltd (“ZHZJ”) (a wholly owned subsidiary of WXZJ) | January 4, 2022 | The PRC | 100% | Information technology |
| VIEs | | | | |
| Zhihui Qiyuan (Beijing) Technology Co., Ltd. (“QY”) (Controlled through contractual agreements by WXBJ) | January 22, 2019 | The PRC | 100% | Holding Company |
| Beijing Sixiang Shiguang Technology Co., Ltd. (“SG”) (a wholly owned subsidiary of QY) | October 28, 2011 | The PRC | 100% | Live streaming platform |
| Hai Xiu (Beijing) Technology Co., Ltd. (“HX”) (a wholly owned subsidiary of QY) | April 18, 2016 | The PRC | 100% | Live streaming platform |
| Beijing Le Hai Technology Co., Ltd. (“LH”) (a wholly owned subsidiary of QY) | June 16, 2015 | The PRC | 100% | Live streaming platform |
| Sixiang Mifeng (Tianjin) Technology Co., Ltd (“DF”, formerly known as Tianjin Guangju Dingfei Technology Co., Ltd) (a wholly owned subsidiary of QY) | August 8, 2016 | The PRC | 100% | Live streaming platform |
| Changxiang Infinite Technology (Beijing) Co., Ltd. (“CX”) (a wholly owned subsidiary of DF) | September 22, 2016 | The PRC | 100% | Live streaming platform |
F-7
SCIENJOY HOLDING CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS
(All amounts in thousands, except share and per share data or otherwise stated)
1. ORGANIZATION AND PRINCIPAL ACTIVITIES (CONTINUED)
(b) Organization (continued)
| Date of<br> incorporation | Place of<br> incorporation | Percentage of<br> direct/indirect<br> ownership | Principal<br> activities |
|---|
| Zhihui QiYuan (Hainan) Investment Co., Ltd (“QYHN”) (an 80% owned subsidiary of QY and a 20% owned subsidiary of DF) (1) | March 2, 2021 | The PRC | 100% | Live streaming platform | | Huayu Hefeng (Qingdao) Technology Co., Ltd (“HYHF”) (a wholly owned subsidiary of SG) | September 29, 2021 | The PRC | 100% | Live streaming platform |
| Beijing Weiliantong Technology Co., Ltd.(“WLT”) (a wholly owned subsidiary of QY) | July 28, 2015 | The PRC | 100% | Live streaming platform |
| Chuangda Zhihui (Beijing) Technology Co., Ltd.(“CDZH”) (a wholly owned subsidiary of SG) | November 30, 2015 | The PRC | 100% | Live streaming platform |
| Beijing Huayi Dongchen Technology Co., Ltd. (“HYDC”) (a wholly owned subsidiary of CDZH) | February 6, 2015 | The PRC | 100% | Live streaming platform |
| Hongcheng Huiying (Zhejiang)Technology Industry Development Co., Ltd(“HCHY”) (a 51% owned subsidiary of QYHN) | February 15, 2022 | The PRC | 51% | Live streaming platform |
| Hangzhou Sixiang Fengjing Culture Technology Co., Ltd.(“SXFJ”) (a 51% owned subsidiary of QYHN) | May 30, 2024 | The PRC | 51% | Holding Company |
| Sixiang Qiyuan (Hangzhou) Culture Technology Co., Ltd (“QYHZ”) (Controlled through contractual agreements by WXZJ) | March 30, 2022 | The PRC | 100% | Holding Company |
| Xiuli (Zhejiang) Culture Technology Co., Ltd (“XLZJ”) (a wholly owned subsidiary of QYHZ) | April 7, 2022 | The PRC | 100% | Live streaming platform |
| Leku (Zhejiang) Culture Technology Co., Ltd (“LKZJ”) (a wholly owned subsidiary of QYHZ) | April 7, 2022 | The PRC | 100% | Live streaming platform |
| Haifan (Zhejiang) Culture Technology Co., Ltd (“HFZJ”) (a wholly owned subsidiary of QYHZ) | April 7, 2022 | The PRC | 100% | Live streaming platform |
| Xiangfeng (Zhejiang) Culture Technology Co., Ltd (“XFZJ”) (a wholly owned subsidiary of QYHZ) | April 7, 2022 | The PRC | 100% | Live streaming platform |
| Hongren (Zhejiang) Culture Technology Co., Ltd (“HRZJ”) (a wholly owned subsidiary of QYHZ) | April 7, 2022 | The PRC | 100% | Live streaming platform | | (1) | On March 1, 2025, DF acquired a 20% equity interest in QYHN<br>from QY by contributing RMB5,000 in registered capital to QYHN. | | --- | --- |
F-8
SCIENJOY HOLDING CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS
(All amounts in thousands, except share and per share data or otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of presentation and principlesof consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2024 and 2025 are not necessarily indicative of the results that may be expected for the full year. The information included in this interim report should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the financial statements and notes thereto included in Scienjoy Holding Corporation’s annual financial statements for the fiscal year ended December 31, 2024 filed with the SEC on April 22, 2025.
The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries, and its VIE and VIE’s subsidiaries over which the Company exercises control and, when applicable, entities for which the Company has a controlling financial interest or is the primary beneficiary. All significant inter-company transactions and balances between the Company, its subsidiaries and the VIE are eliminated upon consolidation.
(b) Business combinations
The Company accounts for all business combinations under the purchase method of accounting in accordance with ASC 805, Business Combinations (“ASC 805”). The purchase method of accounting requires that the consideration transferred to be allocated to net assets including separately identifiable assets and liabilities the Company acquired, based on their estimated fair value. The consideration transferred in an acquisition is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities incurred, and equity instruments issued as well as the contingent considerations and all contractual contingencies as of the acquisition date. The costs directly attributable to the acquisition are expensed as incurred. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total of the cost of the acquisition, fair value of the non-controlling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. If the cost of acquisition is less than the fair value of the identifiable net assets of the acquiree, the difference is recognized directly in earnings. The determination and allocation of fair values to the identifiable net assets acquired and liabilities assumed is based on various assumptions and valuation methodologies requiring considerable judgment from management. Although the Company believes that the assumptions applied in the determination are reasonable based on information available at the date of acquisition, actual results may differ from forecasted amounts and the differences could be material.
(c) Use of estimates
The preparation of the unaudited condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the period. Areas where management uses subjective judgment include, but are not limited to revenue recognition, estimating the useful lives of long-lived assets and intangible assets, valuation assumptions in performing asset impairment tests of long-lived assets, allowance for credit losses, and valuation of deferred taxes and deferred tax assets. Actual results could differ from those estimates, and as such, differences may be material to the unaudited condensed consolidated financial statements.
F-9
SCIENJOY HOLDING CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS
(All amounts in thousands, except share and per share data or otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)
(d) Foreign currency
The functional currency of the Company is in US dollars and the functional currency of the Company’s subsidiaries and VIEs are local currencies, as determined based on the criteria of Accounting Standards Codification (“ASC”) 830 (“ASC 830”) “Foreign Currency Matters”. The reporting currency of the Company is Renminbi (“RMB”).
Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange in place at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into the functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the consolidated statement of operations.
Assets and liabilities of the Company translated from their respective functional currencies to the reporting currency at the exchange rates at the balance sheet dates, equity accounts are translated at historical exchange rates and revenues and expenses are translated at the average exchange rates in effect during the reporting period. The resulting foreign currency translation adjustment are recorded in other comprehensive income (loss).
(e) Convenience translation
Translations of balances in the consolidated balance sheets, consolidated statements of operations and comprehensive income (loss) and consolidated statements of cash flows from RMB into USD (or “US$”) as of and for the six months ended June 30, 2025 are solely for the convenience of the reader and were calculated at the rate of US$1.00 = RMB7.1636, representing the noon buying rate in The City of New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York on the last trading day of June 30, 2025 No representation is made that the RMB amounts represent or could have been, or could be, converted, realized or settled into US$ at that rate, or at any other rate.
(f) Accounts receivable and allowance forcredit losses
Accounts receivable is stated at the historical carrying amount net of allowance for credit losses.
The Company maintains an allowance for credit losses which reflects its best estimate of amounts that potentially will not be collected. The Company determines the allowance for credit losses taking into consideration various factors including but not limited to historical collection experience and credit-worthiness of the debtors as well as the age of the individual receivables balance. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which requires the Company to measure and recognize expected credit losses for financial assets held and not accounted for at fair value through net income. The Company adopted this guidance effective January 1, 2023. The Company makes specific bad debt provisions based on management’s best estimates of specific losses on individual exposures, as well as a provision on historical trends of collections.
Account balances are charged off against the allowance after all means of collection have been exhausted and the likelihood of collection is not probable.
(g) Investment in marketable security
Marketable securities consist of investments in equity securities with readily determinable fair values. Marketable equity securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities, in accordance with ASC 320. The Company accounts for investments in marketable equity securities with readily determinable fair values in accordance with ASC Topic 321, Investments - Equity Securities (“ASC 321”). These investments are measured at fair value with the related gains and losses, including unrealized, recognized in investment income (loss).
F-10
SCIENJOY HOLDING CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS
(All amounts in thousands, except share and per share data or otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)
(h) Intangible assets
Intangible assets are carried at cost less accumulated amortization and any impairment. Certain licenses for platforms are determined to have an infinite useful life and are not subject to amortization and tested for impairment at least annually. Intangible assets with a finite useful life are amortized using the straight-line method over the estimated economic life of the intangible assets as follows:
| Trademark | 10 years |
|---|---|
| Patent | 10 years |
| Copyright | 10 years |
| Software | 3 to 10 years |
| Licenses acquired | 3 years |
(i) Impairment of long-lived assets
The Company evaluates its long-lived assets or asset group, including property and equipment and intangible assets including license that has an infinite useful life, for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying amount of an asset or a group of long-lived assets may not be recoverable. When these events occur, the Company evaluates for impairment by comparing the carrying amount of the assets to future undiscounted net cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Company would recognize an impairment loss based on the excess of the carrying amount of the asset group over its fair value. Fair value is generally determined by discounting the cash flows expected to be generated by the assets, when the market prices are not readily available for the long-lived assets. No impairment of long-lived assets was recognized for the six months ended June 30, 2024 and 2025.
(j) Goodwill
Goodwill represents the excess of cost over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Goodwill is not subject to amortization but is monitored annually for impairment or more frequently if there are indicators of impairment. Management considers the following potential indicators of impairment: significant underperformance relative to historical or projected future operating results, significant changes in the Company’s use of acquired assets or the strategy of the Company’s overall business, significant negative industry or economic trends and a significant decline in the Company’s stock price for a sustained period. The Company performs its impairment test on annual basis. Currently, the Company’s goodwill is evaluated at the entity level as it has been determined there is one operating segment comprised of one reporting unit. When assessing goodwill for impairment the Company first performs a qualitative assessment to determine whether it is necessary to perform a quantitative analysis. If the Company determines it is unlikely that the reporting unit fair value is less than its carrying value then no quantitative assessment is performed. If the Company cannot determine that it is likely that the reporting unit fair value is more than its carrying value, then the Company performs a quantitative assessment. for the six months ended June 30, 2024 and 2025, the Company performed the impairment test and determined that the fair value of goodwill was more than carrying value, therefore the Company did not recognize any impairment loss on goodwill.
F-11
SCIENJOY HOLDING CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS
(All amounts in thousands, except share and per share data or otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)
(k) Long term investment
ASU 2016-01 (“ASU 2016-01”), Recognition and Measurement of Financial Assets and Financial Liabilities amends certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The main provisions require equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value through earnings, unless they qualify for a measurement alternative.
Equity Investments with Readily DeterminableFair Values
Equity investments with readily determinable fair values are measured and recorded at fair value using the market approach based on the quoted prices in active markets at the reporting date.
Equity investments without readily determinablefair values
After the adoption of this new accounting standard, the Company elected to record equity investments without readily determinable fair values and not accounted for under the equity method at cost, less impairment, adjusted for subsequent observable price changes on a nonrecurring basis, and report changes in the carrying value of the equity investment in current earnings. Changes in the carrying value of the equity investment are required to be made whenever there are observable price changes in orderly transactions for the identical or similar investment of the same issuer. Reasonable efforts shall be made to identify price changes that are known or that can reasonably be known.
Equity investments accounted for using theequity method
The Company accounts for its equity investment over which it has significant influence but does not own a majority equity interest or otherwise control, using the equity method. The Company adjusts the carrying amount of the investment and recognizes investment income or loss for its share of the earnings or loss of the investee after the date of investment. The Company assesses its equity investment for other-than-temporary impairment by considering factors including, but not limited to, current economic and market conditions, operating performance of the entity, including current earnings trends and undiscounted cash flows, and other entity-specific information. The fair value determination, particularly for investments in a privately held entity, requires judgment to determine appropriate estimates and assumptions. Changes in these estimates and assumptions could affect the calculation of the fair value of the investment and determination of whether any identified impairment is other-than-temporary.
F-12
SCIENJOY HOLDING CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS
(All amounts in thousands, except share and per share data or otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)
(l) Fair value of financial instruments
Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. Assets and liabilities recorded at fair value are measured and classified in accordance with a three-tier fair value hierarchy based on the observability of the inputs available in the market used to measure fair value:
| ● | Level 1 — inputs to the valuation methodology are quoted<br>prices (unadjusted) for identical assets or liabilities in active markets. |
|---|---|
| ● | Level 2 — inputs to the valuation methodology include<br>quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets in markets that<br>are not active, inputs other than quoted prices that are observable and inputs derived from or corroborated by observable market data. |
| --- | --- |
| ● | Level 3 — inputs to the valuation methodology are unobservable. |
| --- | --- |
The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts receivable, other receivables included in prepaid expenses and other current assets, accounts payables, balances with related parties and other current liabilities, approximate their fair values because of the short-term maturity of these instruments.
Assets and Liabilities Measured or Disclosedat Fair Value on a recurring basis
The following tables represent the fair value hierarchy of the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2024 and June 30, 2025:
| As of December 31, 2024 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Fair Value Measurement at the Reporting Date using | ||||||||
| Quoted<br> price in<br> active<br> markets <br> for identical<br> assets <br> Level 1 | Significant<br> other<br> observable<br> inputs <br> Level 2 | Significant<br> unobservable<br> inputs <br> Level 3 | Total | |||||
| RMB | RMB | RMB | RMB | |||||
| Financial assets: | ||||||||
| Investment in marketable equity security | 37,629 | - | - | 37,629 | ||||
| As of June 30, 2025 | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Fair Value Measurement at the Reporting Date using | ||||||||
| Quoted<br> price in<br> active<br> markets <br> for identical<br> assets <br> Level 1 | Significant<br> other<br> observable<br> inputs <br> Level 2 | Significant<br> unobservable<br> inputs <br> Level 3 | Total | |||||
| RMB | RMB | RMB | RMB | |||||
| Financial assets: | ||||||||
| Investment in marketable equity security | 6,537 | - | - | 6,537 |
F-13
SCIENJOY HOLDING CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS
(All amounts in thousands, except share and per share data or otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)
(m) Revenue recognition
The Company applies the ASU 2014-09, Revenue from Contracts with Customers — Topic 606 for its revenue recognition for all periods presented. Revenues are recognized when control of the promised virtual items or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those virtual items or services. Revenue is recorded, net of sales related taxes and surcharges.
Live streaming
The Company is principally engaged in operating its own live streaming platforms, which enable broadcasters and viewers to interact with each other during live streaming. The Company is responsible for providing a technological infrastructure to enable the broadcasters, online users and viewers to interact through live streaming platforms. All the platforms can be accessed for free. The Company mainly derives the revenue from sales of virtual items in the platforms. The Company has a recharge system for users to purchase the Company’s virtual currency then purchase virtual items for use. Users can recharge via various online third-party payment platforms, including WeChat Pay, AliPay and other payment platforms. Virtual currency is non-refundable and often consumed soon after it is purchased.
The Company designs, creates and offers various virtual items for sales to users with pre-determined stand-alone selling price. Virtual items are categorized as consumable and time-based items. Consumable items are consumed upon purchase and use while time-based items could be used for a fixed period of time. Users can purchase and present consumable items to broadcasters to show support for their favorite broadcasters, or purchase time-based virtual items for one or multiple months for a monthly fee, which provide users with recognized status, such as priority speaking rights or special symbols over a period of time.
The Company shares a portion of the sales proceeds of virtual items (“revenue sharing fee”) with broadcasters and talent agencies in accordance with their revenue sharing arrangements. Broadcasters, who do not have revenue sharing arrangements with the Company, are not entitled to any revenue sharing fee. The Company also utilizes third-party payment collection channels, which charges the payment handling cost for users to purchase the virtual currency directly from it. The payment handling costs are recorded in cost of sales.
The Company evaluates and determines that it is the principal and views users to be its customers, because the Company controls the virtual items before they are transferred to users. Its control is evidenced by the Company’s sole ability to monetize the virtual items before they are transferred to users, and is further supported by the Company being primarily responsible to the users for the delivery of the virtual items as well as having full discretion in establishing pricing for the virtual items. Accordingly, the Company reports live streaming revenues on a gross basis with the amounts billed to users recorded as revenues and revenue sharing fee paid to broadcasters and related agencies recorded as cost of revenues.
Sales proceeds are initially recorded as deferred revenue and recognized as revenue based on the consumption of the virtual items. The Company has determined that each individual virtual item represents a distinct performance obligation. Accordingly, live streaming revenue is recognized immediately when the consumable virtual item is used, or in the case of time-based virtual items, revenue is recognized over the fixed period on a straight-line basis. The Company does not have further obligations to the user after the virtual items are consumed. The Company’s live streaming virtual items are generally sold without right of return and the Company does not provide any other credit and incentive to its users. Unconsumed virtual currency is recorded as deferred revenue.
The Company also cooperates with independent third-party distributors to sell virtual currency through annual distribution agreements with these distributors. Third-party distributors purchase virtual currency from the Company with no refund provision according to the annual distribution agreements, and they are responsible for selling the virtual currency to end users. They may engage their own sales representatives, which are referred to as “sales agents” to directly sell to individual end users. The Company has no control over such “sales agents”. The Company has discretion to determine the price of the virtual currency sold to its third-party distributors, but has no discretion as to the price at which virtual currency is sold by its third-party distributors to the sales agents.
F-14
SCIENJOY HOLDING CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS
(All amounts in thousands, except share and per share data or otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)
(m) Revenue recognition (continued)
Technical services and others
The Company generated technical and other revenues from providing multi-channel network (“MCN”) agency service, technical development, advisory and others, which accounts for only approximately 3% or less of revenue for the six months ended June 30, 2024 and 2025. As the amount was immaterial, and short-term in nature, which is usually less than six months, the Company recognizes revenue when service is rendered and accepted by customers.
Practical expedients and exemptions
The Company’s contracts have an original duration of one year or less. Accordingly, the Company does not disclose the value of unsatisfied performance obligations.
Revenue by types and platforms
The following table sets forth types of our revenue for the periods indicated:
| For the six months ended June 30, | |||||
|---|---|---|---|---|---|
| 2024 | 2025 | 2025 | |||
| RMB | RMB | US | |||
| Live streaming - consumable virtual items revenue | 671,308 | 630,084 | |||
| Live streaming - time based virtual item revenue | 12,516 | 9,258 | |||
| Technical services and others | 7,315 | 17,025 | |||
| Total revenue | 691,139 | 656,367 |
All values are in US Dollars.
As of June 30, 2025, the Company operated five brands of live streaming platforms, consisting of: Showself Live Streaming, Lehai Live Streaming, Haixiu Live Streaming, BeeLive Live Streaming (including BeeLive Chinese version – Mifeng) and Hongle Live Streaming. The following table sets forth our revenue by platforms for the periods indicated:
| For the six months ended June 30, | |||||
|---|---|---|---|---|---|
| 2024 | 2025 | 2025 | |||
| RMB | RMB | US | |||
| Showself | 139,571 | 165,985 | |||
| Lehai | 188,100 | 136,694 | |||
| Haixiu | 143,525 | 117,037 | |||
| Beelive | 111,507 | 118,955 | |||
| Hongle | 101,121 | 100,671 | |||
| Technical services and others | 7,315 | 17,025 | |||
| TOTAL | 691,139 | 656,367 |
All values are in US Dollars.
Contract balances
Contract balances include accounts receivable and deferred revenue. Accounts receivable primarily represent cash due from distributors and are recorded when the right to consideration is unconditional. The allowance for credit losses reflects the best estimate of probable losses inherent to the account receivable balance. Deferred revenue primarily includes unconsumed virtual currency and unamortized revenue from time-based virtual items in the Company’s platforms, where there is still an obligation to be provided by the Company, which will be recognized as revenue when all of the revenue recognition criteria are met. Due to the generally short-term duration of the relevant contracts, all performance obligations are satisfied within one year.
F-15
SCIENJOY HOLDING CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS
(All amounts in thousands, except share and per share data or otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)
(n) Government subsidies
Government subsidies are primarily referred to the amounts received from various levels of local governments from time to time which are granted for general corporate purposes and to support its ongoing operations in the region. The grants are determined at the discretion of the relevant government authority and there are no restrictions on their use. The government subsidies amounted to RMB703 and RMB7,962 (US$1,111) for the six months ended June 30, 2024 and 2025 are recorded as other income.
(o) Cost of revenues
Amounts recorded as cost of revenue relate to direct expenses incurred in order to generate revenue. Such costs are recorded as incurred. Cost of revenues consists primarily of (i) revenue sharing fees and content costs, including payments to various broadcasters, and content providers, (ii) bandwidth costs, (iii) salaries and welfare, (iv) depreciation and amortization expense for servers and other equipment, and intangibles directly related to operating the platform, (v) user acquisition costs (vi) payment handling costs, and (vii) other costs.
(p) Sales and marketing expenses
Sales and marketing expenses consist primarily of advertising and market promotion expenses. The advertising and market promotion expenses amounted to RMB2,045 and RMB3,285 (US$459) for the six months ended June 30, 2024 and 2025, respectively.
(q) Income taxes
The Company accounts for current income taxes in accordance with the laws of the relevant tax authorities. The Company follows the liability method in accounting for income taxes in accordance to ASC topic 740 (“ASC 740”), Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. A valuation allowance would be recorded against deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized.
The guidance on accounting for uncertainties in income taxes prescribes a more likely than not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Guidance was also provided on recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures. Significant judgment is required in evaluating the Company’s uncertain tax positions and determining its provision for income taxes. The Company recognizes interests and penalties, if any, under accrued expenses and other current liabilities on its balance sheet and under other expenses in its statement of comprehensive loss. The Company did not recognize any interest and penalties associated with uncertain tax positions for six months ended June 30, 2024 and 2025 As of December 31, 2024 and June 30, 2025, the Company did not have any significant unrecognized uncertain tax positions.
(r) Value added tax (“VAT”)
Revenue represents the invoiced value of service, net of VAT. The VAT is based on gross sales price and VAT rates range up to 13%, depending on the type of service provided. Entities that are VAT general taxpayers are allowed to offset qualified input VAT paid to suppliers against their output VAT liabilities. Net VAT balance between input VAT and output VAT is recorded in tax payable. All of the VAT returns filed by the Company’s subsidiaries in China, have been and remain subject to examination by the tax authorities for five years from the date of filing.
F-16
SCIENJOY HOLDING CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS
(All amounts in thousands, except share and per share data or otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)
(s) Earnings (loss) per share
The Company computes earnings (loss) per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average common share outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of the potential common shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. Contingently issuable shares were not included in the computation of diluted shares outstanding if they were not issuable should the end of the reporting period have been the end of the contingency period. For the six months ended June 30, 2024, there was 636,691 contractual issuable shares related to Weiliantong acquisition and 296,543 shares related to RSU incentive plan. For the six months ended June 30, 2025, there was 636,691 contractual issuable shares related to Weiliantong acquisition and 77,496 shares related to RSU incentive plan,
(t) Non-controlling interests
As of June 30, 2025, non-controlling interests represent 49% non-controlling shareholders’ interests in HCHY, 49% non-controlling shareholders’ interests in SXFJ, 49% non-controlling shareholders’ interests in Scienjoy Verse and its fully owned subsidiary Scienjoy Meta, 10% non-controlling shareholders’ interests in SJ Verse, 49% non-controlling shareholders’ interests in Scenovo SG and its fully owned subsidiary Fashionfly Limited, 30% non-controlling shareholders’ interests in Star Home and 30% non-controlling shareholders’ interests in Techjoy SG. The non-controlling interests are presented in the consolidated balance sheets, separately from equity attributable to the shareholders of the Company. Non-controlling interests in the operating results of the Company are presented on the face of the consolidated statements of comprehensive income (loss) as an allocation of the total income or loss between non-controlling interest holders and the shareholders of the Company.
(u) Segment reporting
ASC 280, Segment Reporting, (“ASC 280”), establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Based on the criteria established by ASC 280, the Company’s chief operating decision makers (“CODM”) have been identified as the Company’s Chief Executive Officer, who reviews the unaudited condensed consolidated financial results when making decisions about allocating resources and assessing the performance of the Company as a whole and hence, the Company has only one reportable segment. As the Company’s long-lived assets are substantially all located in the PRC and the majority of the Company’s revenues are derived from within the PRC, no geographical segments are presented.
(v) Recent accounting pronouncements
In June 2022, the FASB issued ASU 2022-03 Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The update clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The update also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The update also requires certain additional disclosures for equity securities subject to contractual sale restrictions. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2024, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The adoption of this ASU did not have any material impact on the Company’s unaudited condensed consolidated financial statements and disclosure.
F-17
SCIENJOY HOLDING CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS
(All amounts in thousands, except share and per share data or otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)
(v) Recent accounting pronouncements (continued)
In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The adoption of this ASU did not have any material impact on the Company’s unaudited condensed consolidated financial statements and disclosure.
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2025. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. Once adopted, this ASU will result in additional disclosures.
In March 2024, the FASB issued ASU 2024-01, “Compensation
- Stock Compensation (Topic 718) - Scope Application of Profits Interest and Similar Awards” (“ASU 2024-01”), which intends to improve clarity and operability without changing the existing guidance. ASU 2024-01 provides an illustrative example intended to demonstrate how entities that account for profits interest and similar awards would determine whether a profits interest award should be accounted for in accordance with Topic 718. Entities can apply the guidance either retrospectively to all prior periods presented in the financial statements or prospectively to profits interest and similar awards granted or modified on or after the date of adoption. ASU 2024-01 is effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods. The adoption of this ASU did not have any material impact on the Company’s unaudited condensed consolidated financial statements and disclosure.
In March 2024, the FASB issued ASU 2024-02, “Codification Improvements – Amendments to Remove References to the Concept Statements” (“ASU 2024-02”). ASU 2024-02 contains amendments to the FASB Accounting Standards Codification that remove references to various FASB Concepts Statements. In most instances, the references are extraneous and not required to understand or apply the guidance. In other instances, the references were used in prior Statements to provide guidance in certain topical areas. ASU 2024-02 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the potential impact of adopting this guidance on Financial Statements.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued ASU No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Both early adoption and retrospective application are permitted. The Company is currently evaluating the impact of this accounting standard update on its unaudited condensed consolidated financial statements and related disclosures.
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. ASU 2025-03 clarifies the guidance to determine the accounting acquirer in a business combination that is effected primarily by exchanging equity interests, when the legal acquiree is a variable interest entity (“VIE”) that meets the definition of a business. ASU 2025-03 requires entities to consider the same factors in ASC 805, Business Combinations, required for determining which entity is the accounting acquirer in other acquisition transactions. ASU 2025-03 is effective for the Company’s annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted. ASU 2025-03 is required to be applied on a prospective basis to any acquisition transaction that occurs after the initial application date. The Company is currently assessing the impact this standard will have on the Company’s unaudited condensed consolidated financial statements.
F-18
SCIENJOY HOLDING CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS
(All amounts in thousands, except share and per share data or otherwise stated)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)
(v) Recent accounting pronouncements (continued)
In May 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606). ASU 2025-04 revises the definition of the term performance condition for share-based consideration payable to a customer to incorporate conditions that are based on the volume or monetary amount of a customer’s purchases or potential purchases. ASU 2025-04 also eliminates the policy election to account for forfeitures as they occur for awards with service conditions. ASU 2025-04 also clarifies that ASC 606 variable consideration guidance does not apply to share-based payments to customers; instead, vesting probability should be assessed solely under ASC 718, Compensation—Stock Compensation. ASU 2025-04 is effective for the Company’s annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted. ASU 2025-04 may be applied on either a modified retrospective basis or on a retrospective basis. The Company is currently assessing the impact this standard will have on the Company’s unaudited condensed consolidated financial statements.
In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets. ASU 2025-05 amends ASC 326, Financial Instruments—Credit Losses, and introduces a practical expedient available for all entities and an accounting policy election available for all entities, other than public business entities, that elect the practical expedient. These changes apply to the estimation of expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue Recognition. Under the practical expedient, entities may assume that current conditions as of the balance sheet date remain unchanged for the remaining life of the asset when developing reasonable and supportable forecasts. This simplifies the estimation process for short-term financial assets. ASU 2025-05 is effective for the Company’s annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. ASU 2025-05 should be applied on a prospective basis. The Company is currently assessing the impact this standard will have on the Company’s unaudited condensed consolidated financial statements.
Except for the above-mentioned pronouncements, there are no new recent issued accounting standards that will have a material impact on the consolidated financial position, statements of operations and cash flows.
3. CONCENTRATION
OF RISK
(a) Credit risk
Financial instruments that potentially subject
the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable, other receivables included in prepaid expenses, other current assets, and amounts due from related parties. As of December 31, 2024 and June 30, 2025, RMB242,359 and RMB288,174 (US$40,228), respectively, were deposited with major financial institutions located in the PRC. There is a RMB500,000 deposit insurance limit for a legal entity’s aggregated balance at each mainland PRC bank, and the bank deposits with financial institutions in the Hong Kong Special Administrative Region are insured by the government authority up to HKD500,000. Management believes that these financial institutions are of high credit quality and continually monitor the credit worthiness of these financial institutions. Historically, deposits in Chinese banks are secure due to the state policy on protecting depositors’ interests.
For the credit risk related to accounts receivable, the Company adopted Credit Losses (Topic 326) effective January 1, 2023. The Company makes specific bad debt provisions based on management’s best estimates of specific losses on individual exposures, as well as a provision on historical trends of collections.
(b) Currency convertibility risk
Majority of the Company’s businesses are transacted in RMB, which is not freely convertible into foreign currencies. On January 1, 1994, the PRC government abolished the dual rate system and introduced a single rate of exchange as quoted daily by the People’s Bank of China. However, the unification of the exchange rates does not imply the convertibility of RMB (¥) into US$ ($) or other foreign currencies. All foreign exchange transactions continue to take place either through the People’s Bank of China or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by the People’s Bank of China. Approval of foreign currency payments by the People’s Bank of China or other institutions requires submitting a payment application form together with suppliers’ invoices, shipping documents and signed contracts.
F-19
SCIENJOY HOLDING CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS
(All amounts in thousands, except share and per share data or otherwise stated)
3. CONCENTRATION
OF RISK (CONTINUED)
(c) Significant customers
For the six months ended June 30, 2024 and 2025, no customer individually represents greater than 10% of the total revenue, respectively.
(d) Significant suppliers
For the six months ended June 30, 2024, one vendor accounted for 14.3% of the Company’s total purchases. For the six months ended June 30, 2025, no vender accounted for greater than 10% of the Company’s total purchases. As of December 31, 2024, no vendor accounted for greater than 10% of the Company’s accounts payable. As of June 30, 2025, one vendor accounted for 10.2% of the Company’s accounts payable.
4. ACQUISITION
Acquisition of Star Home
On April 1, 2025, Scenovo SG entered into a share acquisition agreement with a third party to purchase 70% equity in Star Home for a consideration of nil. The transaction was completed on April 1, 2025. Star Home is a Dubai-based multi-channel network (MCN) company. The historical operating results of Star Home were not significant to the Company. The Company believes the Star Home acquisition will help to explore oversea market. The Star Home acquisition was accounted for as business combination in accordance with ASC 805. Acquisition-related costs incurred for the acquisitions are not material. The following table summarizes the fair value of the identifiable assets acquired and liabilities assumed at the acquisition date, which represents the net purchase price allocation at the date of the acquisition based on a valuation performed by an independent valuation firm engaged by the Company.
| RMB | ||
|---|---|---|
| Cash acquired | 28 | |
| Prepaid expenses and other current assets | 662 | |
| Goodwill | 578 | |
| Total assets | 1,268 | |
| Current liabilities | 1,268 | |
| Non-current liabilities | - | |
| Total liabilities | 1,268 | |
| 30% Equity Value with non-controlling interests | - | |
| Total consideration | - |
5. ACCOUNTS RECEIVABLE, NET
Accounts receivable and allowance for credit losses consist of the following:
| As ofDecember 31, | As of June 30, | ||||
|---|---|---|---|---|---|
| 2024 | 2025 | 2025 | |||
| RMB | RMB | US | |||
| Accounts receivable | 231,742 | 229,785 | |||
| Less: allowance for credit losses | (5,682) | (7,081) | |||
| Accounts receivable, net | 226,060 | 222,704 |
All values are in US Dollars.
F-20
SCIENJOY HOLDING CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS
(All amounts in thousands, except share and per share data or otherwise stated)
5. ACCOUNTS RECEIVABLE, NET (CONTINUED)
An analysis of the allowance for credit losses is as follows:
| For the year endedDecember 31, | For the six months ended June 30, | |||||
|---|---|---|---|---|---|---|
| 2024 | 2025 | 2025 | ||||
| RMB | RMB | US | ||||
| Beginning balance | 5,097 | 5,682 | ||||
| Additions | 584 | 1,400 | ||||
| Exchange difference | 1 | (1 | ) | |||
| Ending balance | 5,682 | 7,081 |
All values are in US Dollars.
Four unrelated distributors accounted for 33.2%, 26.5%, 18.3% and 10.3% of the Company’s accounts receivable as of December 31, 2024, respectively. Three unrelated distributors accounted for 38.7%, 25.0% and 15.8% of the Company’s accounts receivable as of June 30,2025, respectively. ****
6.
INTANGIBLE ASSETS, NET
Intangible assets, net consists of the following:
| As of<br> December 31, | As of <br> June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | 2025 | ||||||
| RMB | RMB | US | ||||||
| At cost: | ||||||||
| Trademark | 49,924 | 49,924 | ||||||
| Patent | 122 | 122 | ||||||
| Copyright | 238 | 257 | ||||||
| Software | 9,993 | 9,993 | ||||||
| License acquired | 371,700 | 371,700 | ||||||
| Total | 431,977 | 431,996 | ||||||
| Less: accumulated amortization | (26,721 | ) | (30,210 | ) | ) | |||
| Intangible assets, net | 405,256 | 401,786 |
All values are in US Dollars.
For the six months ended December 31, 2024 and June 30, 2025, amortization expense was RMB3,479 and RMB 3,480 (US$486), respectively.
The estimated annual amortization expense for each of the five succeeding fiscal years is as follow:
| Amortization | Amortization | ||
|---|---|---|---|
| Twelve months ending June 30, | RMB | US | |
| 2026 | 5,818 | ||
| 2027 | 5,394 | ||
| 2028 | 5,073 | ||
| 2029 | 5,059 | ||
| 2030 | 5,065 | ||
| Thereafter | 3,777 | ||
| Total | 30,186 |
All values are in US Dollars.
F-21
SCIENJOY HOLDING CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS
(All amounts in thousands, except share and per share data or otherwise stated)
7.
LONG TERM INVESTMENTS
| Equity<br> investments<br> accounted<br> for using the<br> equity<br> method(ii) | Cost method<br> investments<br> without<br> readily<br> determinable<br> fair value(i) | Total | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| RMB | RMB | RMB | ||||||||
| Balance as of January 1, 2024 | 162,430 | 91,981 | 254,411 | |||||||
| Additions | - | 19,500 | 19,500 | |||||||
| Decrease | - | (444 | ) | (444 | ) | |||||
| Share of loss in equity method investee | (5,742 | ) | - | (5,742 | ) | |||||
| Exchange difference | 87 | - | 87 | |||||||
| Impairment | - | (10,425 | ) | (10,425 | ) | |||||
| Balance as of December 31, 2024 | 156,775 | 100,612 | 257,387 | |||||||
| Equity<br> investments<br> accounted<br> for using the<br> equity<br> method(ii) | Cost method<br> investments<br> without<br> readily<br> determinable<br> fair value(i) | Total | Total | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| RMB | RMB | RMB | US | |||||||
| Balance as of January 1, 2025 | 156,775 | 100,612 | 257,387 | |||||||
| Additions | - | 6,000 | 6,000 | |||||||
| Share of loss in equity method investees | (971 | ) | - | (971 | ) | ) | ||||
| Exchange difference | (202 | ) | - | (202 | ) | ) | ||||
| Balance as of June 30, 2025 | 155,602 | 106,612 | 262,214 |
All values are in US Dollars.
| (i) | Cost-method investments include the following items:<br> <br><br> <br>In 2020, the Company invested RMB5,000 for 1.70% equity interest in the privately-held entity (“Zhejiang Qusu Technology Co., Ltd” or “QS”), in which the Company does not have significant influence and such investment do not have readily determinable fair values.<br> <br><br> <br>On May 27, 2021, the Company invested RMB10,000 for 4.44% equity interest in Qingdao Weilai JingChanye Investment Fund LP (“QD”), in which the Company does not have significant influence and such investment do not have readily determinable fair values. As of June 30, 2025, the Company received principal refund of RMB888.<br> <br><br> <br>On December 9, 2022, the Company invested RMB5,000 for 1.12% equity interest in Chengdu Tianfu Yuanhe Jingu Venture Capital Center LP, in which the Company does not have significant influence and such investment do not have readily determinable fair values.<br> <br><br> <br>On December 19, 2022, the Company invested<br>RMB25,000 in Banyou Century (Hangzhou) Technology Co., Ltd.(“Banyou”) for its 7.6923% equity interest. On July 3, 2023, the<br>Company signed a purchase agreement with Qingdao Sixiang Zhuohong Private Equity LP (“Qingdao LP”) to purchase 11.5385% equity<br>interest of Banyou for a consideration of RMB37,500. Together with the newly acquired equity interest, the Company holds in total of<br>19.2308% equity interest in Banyou, in which the Company does not have significant influence and such investment do not have readily<br>determinable fair values. On July 19, 2023, the Company fully paid RMB37,500 to Qingdao LP. |
|---|
F-22
SCIENJOY HOLDING CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS
(All amounts in thousands, except share and per share data or otherwise stated)
7. LONG TERM INVESTMENTS (CONTINUED)
| On October 9, 2021, the Company signed an investment agreement to invest up to RMB8,500 into Hainan Jiuhe Huiyuan No.1 Fund Partnership (Limited partnership) (“Hainan Jiuhe”) for its 3.26% equity interest, in which the Company does not have significant influence and such investment do not have readily determinable fair values. On January 17, 2023 and April 21, 2025, the Company invested RMB3,500 and RMB5,000 in Hainan Jiuhe, respectively.<br> <br><br> <br>On March 12, 2024, the Company entered into an equity purchase agreement with Qingdao LP for a consideration of RMB13,500 to purchase 6% equity interest of Hangzhou Zhange Culture Technology Co., Ltd (“Zhange”), in which the Company does not have significant influence and such investment do not have readily determinable fair values. On March 14, 2024, the Company paid RMB13,500 to Qingdao LP.<br> <br><br> <br>On December 23, 2024, the Company invested RMB2,000 in Shenzhen Leyishang E-commerce Co., Ltd (“Shenzhen Leyishang”) for its 10% equity interest. On June 18, 2025, the Company further invested RMB1,000 in Shenzhen Leyishang for its 2.25% equity interest and after this investment, the Company holds total 12.25% equity interest in Shenzhen Leyishang. The Company does not have significant influence and such investment do not have readily determinable fair values. |
|---|
| (ii) | Equity investments include the following items:<br> <br><br> <br>On October 9, 2021, the Company signed an investment agreement to invest up to RMB150,000 into Qingdao LP, which further invests in broadcaster, IT, Big Data, Artificial Intelligence and logistic industry. The Qingdao LP is managed by two unrelated general partners (GPs). The Company, as a Limited partner, neither participate in the daily operation of Qingdao LP, nor has the exclusive rights to control the partnership meeting and investment decisions. As a result, the Company considers it has significant influence on this investment based on its voting power. The Company recorded shares of loss RMB742 and RMB747 (US$105) for the six months ended June 30, 2024 and 2025, respectively.<br> <br><br> <br>On September 6, 2023, the Company signed a share purchase agreement to invest up to US$3,000 (RMB21,384) into DVCC TECHNOLOGY L.L.C (“DVCC”) for its 30% equity interest, the investment will be paid in two tranches (a) US$1,000 will be paid in five days after the completion of the corresponding condition is completed; (b)US$2,000 no later than ten days after the completion of the corresponding condition. As a result, the Company considers it has significant influence on this investment based on its voting power. The Company recorded shares of loss RMB2,814 and RMB224(US$31) for the six months ended June 30, 2024 and 2025, respectively. |
|---|
Other than the disclosed impairment loss, the Company believes there was no material market environment change or impairment indicator for other long-term investments.
F-23
SCIENJOY HOLDING CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS
(All amounts in thousands, except share and per share data or otherwise stated)
8.
RIGHT OF USE ASSETS
The Company has several operating leases for offices. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
Supplemental balance sheet information related to operating leases was as follows:
| As of<br><br> December 31, | As of <br><br>June 30, | ||||
|---|---|---|---|---|---|
| 2024 | 2025 | 2025 | |||
| RMB | RMB | US | |||
| Right-of-use assets, net | 4,845 | 17,795 | |||
| Operating lease liabilities - current | 4,098 | 4,612 | |||
| Operating lease liabilities - non-current | 700 | 11,956 | |||
| Total operating lease liabilities | 4,798 | 16,568 |
All values are in US Dollars.
The weighted average remaining lease terms and discount rates for all of operating leases were as follows as of December 31, 2024 and June 30, 2025:
| As of<br> December 31, | As of<br> December 31, |
|---|
| | 2024 | | 2025 | |
| Remaining lease term and discount rate: | | | | |
| Weighted average remaining lease term (years) | | 1.25 | | 4.0 |
| Weighted average discount rate (%) | | 4.75 | | 4.58 |
Information related to operating lease activities for the six months ended June 30, 2024 and 2025 is set forth below:
| For the six months ended June 30, | |||||
|---|---|---|---|---|---|
| 2024 | 2025 | 2025 | |||
| RMB | RMB | US | |||
| Operating lease right-of-use assets obtained in exchange for lease liabilities | - | 16,442 | |||
| Operating lease expense | |||||
| Amortization of right-of-use assets | 3,613 | 3,492 | |||
| Interest of lease liabilities | 239 | 280 | |||
| Total operating lease expense | 3,852 | 3,772 |
All values are in US Dollars.
The following is a schedule of maturities of lease liabilities as of June 30, 2025:
| RMB | US | ||||
|---|---|---|---|---|---|
| Twelve months ending June 30, | |||||
| 2026 | 5,115 | ||||
| 2027 | 3,541 | ||||
| 2028 | 3,614 | ||||
| 2029 | 3,686 | ||||
| 2030 | 1,861 | ||||
| Total future minimum lease payments | 17,817 | ||||
| Less: imputed interest | (1,249 | ) | ) | ||
| Present value of lease liabilities | 16,568 |
All values are in US Dollars.
F-24
SCIENJOY HOLDING CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS
(All amounts in thousands, except share and per share data or otherwise stated)
9. INCOME TAXES
Enterprise income tax
British Virgin Islands
Under the current laws of the British Virgin Islands, the Company incorporated in the British Virgin Islands is not subject to tax on income or capital gain. Additionally, the British Virgin Islands does not impose a withholding tax on payments of dividends to shareholders.
Cayman Islands
Under the current laws of the Cayman Islands, the subsidiary of the Company incorporated in the Cayman Islands is not subject to tax on income or capital gain. Additionally, the Cayman Islands does not impose a withholding tax on payments of dividends to shareholders.
Singapore
Under Singapore tax laws, subsidiaries in Singapore are subject to statutory income tax rate at 17.0% if revenue is generated in Singapore and there are no withholding taxes in Singapore on remittance of dividends.
Dubai
Subsidiaries in Dubai are subject to statutory
income tax rate at 9% above the threshold of 375,000AED.
Hong Kong
Under the current Hong Kong Inland Revenue Ordinance, the subsidiary of the Company in Hong Kong is subject to 16.5% Hong Kong profit tax on its taxable income generated from operations in Hong Kong. Additionally, payments of dividends by the subsidiary incorporated in Hong Kong to the Company are not subject to any Hong Kong withholding tax.
The PRC
The Company’s subsidiaries and the VIE that are each incorporated in the PRC are subject to Corporate Income Tax (“CIT”) on the taxable income as reported in their respective statutory financial statements adjusted in accordance with the new PRC Enterprise Income Tax Laws (“PRC Income Tax Laws”) effective from January 1, 2008. Pursuant to the PRC Income Tax Laws, the Company’s PRC subsidiaries and the VIE are subject to a CIT statutory rate of 25%.
Under the PRC Income Tax Laws, an enterprise which qualifies as a High and New Technology Enterprise (“the HNTE”) is entitled to a preferential tax rate of 15% provided it continues to meet HNTE qualification standards on an annual basis. SG qualifies as an HNTE and is entitled for a preferential tax rate of 15% from 2018 to 2026. HX qualifies as an HNTE and is entitled for a preferential tax rate of 15% from 2017 to 2026. LH qualifies as an HNTE and is entitled for a preferential tax rate of 15% from 2016 to 2024. The company is renewing the certification. WLT qualifies as an HNTE and is entitled for a preferential tax rate of 15% from 2017 to 2026.
F-25
SCIENJOY HOLDING CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS
(All amounts in thousands, except share and per share data or otherwise stated)
9. INCOME TAXES (CONTINUED)
Under the PRC Income Tax Laws, during the period from January 1, 2010 to December 31, 2030, an enterprise which established in region of Holgus and Kashgar is entitled to a preferential tax rate of 0% in five consecutive years and a preferential tax rate of 9% for the next five years since the first-year income generated from operations provided it continues to meet the conditions within the required scope.
Holgus X qualifies for the conditions and entitled for a preferential tax rate of 0% from 2017 to 2021 and a preferential tax rate of 9% from 2022 to 2026. Kashgar Times qualifies for the conditions and entitled for a preferential tax rate of 0% from 2016 to 2020 and a preferential tax rate of 9% from 2021 to 2025. Holgus H qualifies for the conditions and entitled for a preferential tax rate of 0% from 2020 to 2025 and a preferential tax rate of 9% from 2026 to 2030. Kashgar Lehong qualifies for the conditions and entitled for a preferential tax rate of 0% from 2020 to 2025 and a preferential tax rate of 9% from 2026 to 2030. For the six months ended June 30, 2024 and 2025, total tax saving for the preferential tax rate were RMB3,610 and RMB6,255 (US$873), respectively, the impacts on basic EPS were RMB0.2 and RMB0.5 (US$0.0), respectively, and the impacts on dilutive EPS were RMB0.2 and RMB0.2 (US$0.0), respectively.
Uncertain tax positions
The Company evaluates the level of authority for each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of December 31, 2024 and June 30, 2025, the Company did not have any significant unrecognized uncertain tax positions.
The Company did not incur any interest or penalty related to potential underpaid income tax expenses for the six months ended June 30, 2024 and 2025, and also does not anticipate any significant increases or decreases in unrecognized tax benefits in the next 12 months from June 30, 2025.
The income tax expenses comprise:
| Forthe six months ended June 30, | |||||||
|---|---|---|---|---|---|---|---|
| 2024 | 2025 | 2025 | |||||
| RMB | RMB | US | |||||
| Current income tax expense | 6,225 | 3,439 | |||||
| Deferred income tax expense (benefit) | 1,448 | (831 | ) | ) | |||
| Income tax expenses | 7,673 | 2,608 |
All values are in US Dollars.
A reconciliation of the differences between the statutory tax rate and the effective tax rate for CIT for the six months ended June 30, 2024 and 2025 is as follows:
| For the six months ended June 30, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2025 | |||||
| Income tax computed at PRC statutory tax rate | 25.0 | % | 25.0 | % | ||
| Effect of tax-preferential entities | (8.2 | )% | 50.6 | % | ||
| Non-deductible expenses and others | 0.7 | % | (54.5 | )% | ||
| Income tax expense | 17.5 | % | 21.1 | % |
F-26
SCIENJOY HOLDING CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS
(All amounts in thousands, except share and per share data or otherwise stated)
9. INCOME TAXES (CONTINUED)
The components of deferred taxes are as follows:
| As of December 31, | As of<br> June 30, | ||||
|---|---|---|---|---|---|
| 2024 | 2025 | 2025 | |||
| RMB | RMB | US | |||
| Deferred tax assets: | |||||
| Allowance for credit losses | 3,870 | 4,163 | |||
| Net operating losses carried forward | 3,635 | 3,450 | |||
| Total deferred tax assets | 7,505 | 7,613 |
All values are in US Dollars.
Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are recoverable, management believes that it is more likely than not that the results of future operations will generate sufficient taxable income to realize the deferred tax assets for the Company. Thus, there were no valuation allowances as of December 31, 2024 and June 30, 2025 for the deferred tax assets.
The components of deferred tax liabilities are as follows:
| As of December 31, | As of June 30, | ||||
|---|---|---|---|---|---|
| 2024 | 2025 | 2025 | |||
| RMB | RMB | US | |||
| Deferred tax liabilities | |||||
| Intangible assets acquired through acquisition | 58,400 | 57,691 | |||
| Total deferred tax liabilities | 58,400 | 57,691 |
All values are in US Dollars.
10. RELATED PARTY BALANCES AND TRANSACTIONS
In addition to the information disclosed elsewhere in the financial statements, the principal related parties with which the Company had transactions during the years presented are as follows:
| Name of Related Parties | Relationship with the Company |
|---|
| Mr. He Xiaowu | Chief Executive Officer and Chairman of the Board |
| Beijing Junwei Technology Co., Ltd | Controlling shareholder of QY |
| Sixiang Zhuohong Private Equity LP | Equity investee of the Company |
For the six months ended June 30, 2024 and 2025, significant related party transactions were as follows:
| For the six months ended June 30, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2025 | 2025 | ||||
| RMB | RMB | US | ||||
| Sixiang Zhuohong Private Equity LP | Sold 6% equity interest of Hangzhou Zhange Culture Technology Co., Ltd to the Company | 13,500 | - |
All values are in US Dollars.
As of December 31, 2024 and June 30, 2025, the amounts due from related parties are as follows:
| As of December 31, | As of June 30, | ||||
|---|---|---|---|---|---|
| 2024 | 2025 | 2025 | |||
| RMB | RMB | US | |||
| Amount due from related parties | |||||
| Beijing Junwei Technology Co., Ltd | - | 100 | |||
| Total | - | 100 |
All values are in US Dollars.
F-27
SCIENJOY HOLDING CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS
(All amounts in thousands, except share and per share data or otherwise stated)
11. SHAREHOLDERS’ EQUITY
Ordinary Shares
The Company is authorized to issue an unlimited number of no par value Class A ordinary shares and Class B ordinary shares.
On November 8, 2021, the Company’s 2021 annual general meeting of shareholders (the “AGM”) approved the following shareholders’ resolutions: (i) the adoption of a dual-class share structure, pursuant to which the Company’s authorized share capital shall be re-classified and re-designed into Class A ordinary shares and Class B ordinary shares, with each Class A ordinary share being entitled to one (1) vote and each Class B ordinary share being entitled to ten (10) votes at a meeting of the shareholders or on any resolution of shareholders; and (ii) the authorization to the Company to issue up to 50,000,000 Class A Preferred Shares with such designations, powers, preferences and relative, participation, optional and other rights, if any, and such qualifications, limitations and restrictions as the directors may determine among other matters. Additionally, together with the adoption of a dual-class share structure, 2,625,058 Class A ordinary shares held by Heshine Holdings Limited have been converted into 2,625,058 Class B ordinary shares.
As of June 30, 2025, the Company had 39,412,710 Class A ordinary shares and 2,925,058 Class B ordinary shares issued and outstanding.
Treasury Shares
As of June 30, 2025, 1,048,178 shares were held in the Company’s escrow account as reserve solely for potential need.
Shares to be issued
As of December 31, 2024 and June 30, 2025, shares to be issued represented the Company’s obligation to issue 636,691 Class A ordinary shares to Weilaijin with fair value of RMB20,817 in connection with the acquisition of Weiliantong in 2022. The Company is required to issue the related shares upon receipt of exercise notice from Weilaijin.
2021 Equity Incentive Plan
On August 3, 2021, the Employee Share Option Committee (the “ESOP Committee”) of the Company approved a resolution which appointed the Chief Executive Officer and Chief Operating Officer as Authorized Officer of ESOP Committee to grant share options to employees, directors, advisors, consultants and service providers of the Company. In 2021, the ESOP Committee approved the granting of 2,053,783 Restricted Share Units (“RSU”) under the 2021 Equity Incentive Plan. As of December 31, 2024, the Company had 608,874 RSUs outstanding. For the six months ended June 30, 2025, the ESOP Committee approved the granting of 157,543 RSUs under the 2021 Equity Incentive Plan. For the six months ended June 30, 2025, 7,478 RSUs were forfeited and 489,984 RSUs were vested. As of June 30, 2025, the Company had 268,955 RSUs outstanding.
F-28
SCIENJOY HOLDING CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS
(All amounts in thousands, except share and per share data or otherwise stated)
12. STATUTORY RESERVES AND RESTRICTED NET ASSETS
The Company’s ability to pay dividends is primarily dependent on the Company receiving distributions of funds from its subsidiaries. Relevant PRC statutory laws and regulations permit payments of dividends by the Company’s PRC subsidiaries only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. The results of operations reflected in the unaudited condensed consolidated financial statements prepared in accordance with U.S. GAAP differ from those reflected in the statutory financial statements of the Company’s subsidiaries.
In accordance with the PRC Regulations on Enterprises with Foreign Investment and the articles of association of the Company’s PRC subsidiaries, a foreign-invested enterprise established in the PRC is required to provide certain statutory reserves, namely general reserve fund, the enterprise expansion fund and staff welfare and bonus fund which are appropriated from net profit as reported in the enterprise’s PRC statutory accounts. A foreign-invested enterprise is required to allocate at least 10% of its annual after-tax profit to the general reserve until such reserve has reached 50% of its respective registered capital based on the enterprise’s PRC statutory accounts. Appropriations to the enterprise expansion fund and staff welfare and bonus fund are at the discretion of the board of directors for all foreign-invested enterprises. The aforementioned reserves can only be used for specific purposes and are not distributable as cash dividends. WXBJ and WXZJ was established as a foreign-invested enterprise and, therefore, is subject to the above mandated restrictions on distributable profits. As of December 31, 2024 and June 30, 2025, the Company had appointed RMB50,705 and RMB51,195 (US$7,147), respectively in its statutory reserves.
Foreign exchange and other regulations in the PRC may further restrict the Company’s VIE from transferring funds to the Company in the form of dividends, loans and advances. Amounts restricted include paid-in capital, additional paid-in capital and statutory reserves of the Company’s PRC Subsidiaries and the equity of VIE, as determined pursuant to PRC generally accepted accounting principles. As of December 31, 2024 and June 30, 2025, restricted net assets of the Company’s PRC subsidiaries and VIE were RMB429,085 and RMB429,573 (US$59,966).
13. COMMITMENTS AND CONTINGENCIES
(a) Capital and Other Commitments
The Company did not have significant capital and other commitments as of December 31, 2024 and June 30, 2025.
(b) Contingencies
From time to time, the Company is party to certain legal proceedings, as well as certain asserted and un-asserted claims. Amounts accrued, as well as the total amount of reasonably possible losses with respect to such matters, individually and in the aggregate, are not deemed to be material to the unaudited condensed consolidated financial statements.
14. SUBSEQUENT EVENTS
The Company evaluated all events and transactions that occurred after June 30, 2025 up through the date the Company issued these unaudited condensed consolidated financial statements. No subsequent events have occurred that would require recognition or disclosure in the Company’s unaudited condensed consolidated financial statements.
F-29