6-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE13a-16 OR 15d-16 UNDERTHE SECURITIES EXCHANGE ACT OF 1934

Forthe month of December 2024

Commission File Number 001-40376

Waterdrop Inc.

(Translation of registrant’s name into English)

Block C, Wangjing Science and Technology Park

No. 2 Lize Zhonger Road, Chaoyang District,Beijing

People’s Republic of China

(Address of principal executive office)

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

EXHIBIT INDEX

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Exhibit No.	Description
99.1	Press<br> Release—Waterdrop Inc. Announces Third Quarter 2024 Unaudited Financial Results

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.

	Waterdrop Inc.
	By:	/s/<br> Xiaoying Xu
	Name:	Xiaoying Xu
	Title:	Head of Finance
Date: December 11, 2024

Exhibit99.1

WaterdropInc. Announces Third Quarter 2024 Unaudited Financial Results

BEIJING, December 11, 2024 - Waterdrop Inc. ("Waterdrop", the "Company" or "we") (NYSE: WDH), a leading technology platform dedicated to insurance and healthcare service with a positive social impact, today announced its unaudited financial results for the three and nine months ended September 30, 2024.

Financialand Operational Highlights for the Third Quarter of 2024

·	Marked<br> improvement in profitability and healthy liquidity: In the third quarter of 2024, net profit<br> attributable to our ordinary shareholders reached RMB92.8 million, representing a year-over-year<br> growth of 152.6%. As of September 30, 2024, we continued to generate positive operating<br> cash flow during the third quarter of 2024.
·	Strong<br> business performance: For the third quarter of 2024, the first-year premiums ("FYP")<br> generated through our insurance business amounted to RMB2,041.8 million (US$290.9 million),<br> representing an increase of 20.4% year over year. Net operating revenue was RMB704.1 million<br> (US$100.3 million), representing an increase of 2.6% year over year.
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·	Expanded<br> crowdfunding coverage: As of September 30, 2024, around 466 million people cumulatively<br> had donated an aggregate of RMB66.3 billion to 3.32 million patients through Waterdrop Medical<br> Crowdfunding.
---	---
·	Dependable<br> performance in patient recruitment: As of September 30, 2024, the Company had cumulatively<br> enrolled over 9,500 patients into 1,137 clinical trial programs through the E-Find Platform.
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Mr. Peng Shen, Founder, Chairman, and Chief Executive Officer of Waterdrop, commented, “We are delighted to announce another quarter of robust profitability, with net profit attributable to ordinary shareholders reaching 2.5 times that of the third quarter last year.

Our insurance business has achieved a 14.8% quarter-over-quarter growth in FYP and maintained an operating profit margin above 20%. We delivered solid FYP growth in both short-term and long-term insurance, driven by user acquisition, innovative tailor-made products, and the contribution of Shenlanbao. I believe with our data-driven user insights, unique product offerings, and diversified distribution channels, we are well-positioned to maintain a strong competitive advantage.

This quarter marks a significant milestone for our medical crowdfunding business and the industry as a whole, following the issuance of the ‘Measures for Administration of Online Service Platforms for Individuals Seeking Financial Help’ released by Ministry of Civil Affairs of PRC and other government departments on September 5, 2024. The Measures for Administration officially announce the legal framework of fundraising sector, and offer guidance on management and information transparency.

During this quarter, our digital clinical trial solution income continued its growth, realizing a quarter-over-quarter increase of 17.4%. We collaborated with a total of 184 pharmaceutical companies and contract research organizations (“CROs”). Moreover, we enrolled 909 patients and initiated services for 88 new programs during the third quarter of 2024.

We are also delighted to report notable progress in AI. Internally, ‘AI Consultant’, a conversational AI agent powered by our ‘Waterdrop Guardian’ large language model, has reached the capacity to generate million yuan in monthly premiums by serving user inquires. Meanwhile, a new application, ‘AI Service Quality Agent’, was deployed to streamline the service quality inspection process by replacing manual work. Externally, we launched ‘AI Top Sales Platform 3.0’, a conversational AI platform that customizes AI sales agents for businesses, and have initiated pilots with insurance carriers and companies in non-insurance sectors.

We value the trust from our investors and prioritize shareholder returns. By the end of November 2024, the Company had cumulatively repurchased approximately 50.9 million ADSs from the open market. Moreover, we recently completed our second special cash dividend of approximately US$7.3 million.

With our strong execution capability, ample cash reserves and continuous profitability, we will continue to focus on fostering sustainable growth, and strive to deliver substantial returns to our shareholders and investors.”

FinancialResults for the Third Quarter of 2024

Operatingrevenue, net

Net operating revenue for the third quarter of 2024 increased by 2.6% year over year to RMB704.1 million (US$100.3 million) from RMB686.5 million for the same period of 2023. On a quarter-over-quarter basis, net operating revenue increased by 4.1%.

·	Insurance-related<br> income includes insurance brokerage income and technical service income. Insurance brokerage<br> income represents brokerage commissions earned from insurance companies. Technical service<br> income is derived from providing technical services including customer relationship maintenance,<br> customer complaint management, claim review, and user referral services, among other things,<br> to insurance companies, insurance brokers, and agency companies. Our insurance-related income<br> amounted to RMB600.7 million (US$85.6 million) in the third quarter of 2024, representing<br> a decrease of 3.0% year over year from RMB619.3 million for the third quarter of 2023, which<br> was mainly due to the decrease in technical service income. On a quarter-over-quarter basis,<br> insurance-related income increased by 4.7%.
·	Crowdfunding<br> service fees represent the service income earned when patients successfully withdraw the<br> proceeds from their crowdfunding campaigns. Our role is to operate the Waterdrop Medical<br> Crowdfunding platform to provide crowdfunding related services through the internet, enabling<br> patients with significant medical bills to seek help from caring hearts through technology<br> (the “medical crowdfunding services”). Our medical crowdfunding services generally<br> consist of providing technical and internet support, managing, reviewing and supervising<br> the crowdfunding campaigns, providing comprehensive risk management and anti-fraud measures,<br> and facilitating the collection and transfer of the funds. For the third quarter of 2024,<br> we generated RMB65.8 million (US$9.4 million) in service fees, representing an increase of<br> 83.0% year over year from RMB36.0 million for the third quarter of 2023. On a quarter-over-quarter<br> basis, crowdfunding service fees decreased by 5.0%.
---	---
·	Digital<br> clinical trial solution income represents the service income earned from our customers mainly<br> including biopharmaceutical companies and leading biotechnology companies. We match qualified<br> and suitable patients for enrollment in clinical trials for our customers and generate digital<br> clinical trial solution revenue for successful matches and we typically charge our customers<br> a fixed unit price per successful match. For the third quarter of 2024, our digital clinical<br> trial solution income amounted to RMB24.3 million (US$3.5 million), representing a decrease<br> of 12.1% from RMB27.6 million in the same period of 2023. On a quarter-over-quarter basis,<br> digital clinical trial solution income increased by 17.4%.
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Operatingcosts and expenses

Operating costs and expenses decreased by 1.6% year over year to RMB677.7 million (US$96.6 million) for the third quarter of 2024. On a quarter-over-quarter basis, operating costs and expenses increased by 8.6%.

·	Operating<br> costs increased by 9.1% year over year to RMB340.6 million (US$48.5 million) for the third<br> quarter of 2024, as compared with RMB312.3 million for the third quarter of 2023, which was<br> primarily driven by (i) an increase of RMB46.5 million in costs of referral and service<br> fees, partially offset by (ii) a decrease of RMB10.0 million in personnel costs, and<br> (iii) a decrease of RMB7.0 million in the costs for crowdfunding consultants team. On<br> a quarter-over-quarter basis, operating costs increased by 6.7% from RMB319.1 million, primarily<br> due to (i) an increase of RMB32.6 million in costs of referral and service fees, partially<br> offset by (ii) a decrease of RMB8.9 million in personnel costs, and (iii) a decrease<br> of RMB5.1 million in the costs for crowdfunding consultants team.
·	Sales<br> and marketing expenses decreased by 7.7% year over year to RMB173.2 million (US$24.7 million)<br> for the third quarter of 2024, as compared with RMB187.7 million for the same quarter of<br> 2023. The decrease was primarily due to (i) a decrease of RMB36.5 million in personnel<br> costs and share-based compensation expenses, partially offset by (ii) an increase of<br> RMB21.1 million in marketing expenses to third-party traffic channels. On a quarter-over-quarter<br> basis, sales and marketing expenses increased by 10.0% from RMB157.4 million, primarily due<br> to (i) an increase of RMB14.4 million in marketing expenses to third-party traffic channels,<br> (ii) an increase of RMB4.5 million in outsourced sales and marketing service fees to<br> third parties, and partially offset by (iii) a decrease of RMB3.1 million in sales and<br> marketing personnel costs and share-based compensation expenses.
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2

·	General<br> and administrative expenses decreased by 3.2% year over year to RMB111.0 million (US$15.8<br> million) for the third quarter of 2024, compared with RMB114.6 million for the same quarter<br> of 2023. The year-over-year variance was due to (i) a decrease of RMB24.8 million in<br> professional service fees, (ii) a decrease of RMB5.8 million in personnel costs and<br> share-based compensation expenses, partially offset by (iii) an increase of RMB10.6<br> million in allowance for doubtful accounts, and (iv) an increase of RMB20.6 million<br> impairment loss for intangible assets related to the acquisition of Shenzhen Cunzhen Qiushi<br> Technology Co., Ltd. and its subsidiaries (“Shenlanbao”). On a quarter-over-quarter<br> basis, general and administrative expenses increased by 18.1% from RMB94.0 million, due to<br> (i) an increase of RMB20.6 million impairment loss for intangible assets related to<br> the acquisition of Shenlanbao, (ii) an increase of RMB6.9 million in personnel costs<br> and share-based compensation expenses, partially offset by (iii) a decrease of RMB6.8<br> million in professional service fees, and (iv) a decrease of RMB3.1 million allowance<br> for doubtful accounts.
·	Research<br> and development expenses decreased by 28.4% year over year to RMB53.0 million (US$7.5 million)<br> for the third quarter of 2024, compared with RMB73.9 million for the same period of 2023.<br> The decrease was primarily due to a decrease of RMB18.9 million in personnel costs and share-based<br> compensation expenses. On a quarter-over-quarter basis, research and development expenses<br> remained stable.
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Operatingprofit for the third quarter of 2024 was RMB26.5 million (US$3.8 million), as compared with an operating loss of RMB2.1 million for the third quarter of 2023 and an operating profit of RMB52.4 million for the second quarter of 2024.

Interestincome for the third quarter of 2024 was RMB36.0 million (US$5.1 million), as compared with RMB32.9 million for the third quarter of 2023 and RMB37.5 million for the second quarter of 2024.

Incometax benefit for the third quarter of 2024 was RMB7.8 million (US$1.1 million), as compared with RMB1.5 million for the third quarter of 2023 and an income tax expense of RMB7.0 million for the second quarter of 2024.

Netprofit attributable to the Company’s ordinary shareholders for the third quarter of 2024 was RMB92.8 million (US$13.2 million), as compared with RMB36.7 million for the same period of 2023, and RMB88.3 million for the second quarter of 2024.

Adjustednet profit attributable to the Company’s ordinary shareholders (non-GAAP^1^) for the third quarter of 2024 was RMB126.0 million (US$18.0 million), as compared with RMB74.3 million for the same period of 2023, and RMB108.7 million for the second quarter of 2024.

Cashposition^2^

As of September 30, 2024, cash position of the Company was RMB3,440.1 million (US$490.2 million), as compared with RMB3,571.6 million as of December 31, 2023.

ShareRepurchase Programs

Pursuant to the share repurchase programs launched in September 2021, September 2022, September 2023 and September 2024, respectively, we had cumulatively repurchased approximately 50.9 million ADSs from the open market with cash for a total consideration of approximately US$102.3 million as of November 30, 2024.

SupplementalInformation

We organize and report our business in three operating segments:

·	Insurance,<br> which mainly includes Waterdrop Insurance Marketplace, Shenlanbao Insurance Marketplace and<br> technical support service;
·	Crowdfunding,<br> which mainly includes Waterdrop Medical Crowdfunding; and
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·	Others,<br> which mainly include Digital Clinical Trial Solution and other new initiatives.
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The table below sets forth the segment operating results, with the nine-month comparative figures retrospectively adjusted to conform to this presentation.

1	See<br> the sections entitled “Non-GAAP Financial Measure” and “Reconciliations<br> of GAAP and Non-GAAP Results” for more information about the non-GAAP measures referred<br> to in this announcement.
2	Cash<br> position includes cash and cash equivalents, short-term investments, and long-term debt investments<br> included in long-term investments.
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3

	For the Three Months Ended										For the Nine Months Ended
	September 30,<br> <br>2023		June 30,<br> <br>2024			September 30,<br> <br>2024					September 30, <br><br>2023*			September 30,<br> <br>2024
	RMB		RMB			RMB					RMB			RMB
	（All amounts in thousands）
Operating revenue, net
Insurance	619,269			573,832			600,726					1,753,049			1,781,335
Crowdfunding	35,971			69,323			65,839					122,670			202,512
Others	31,238			33,001			37,576					95,624			101,150
Total consolidated operating revenue, net	686,478			676,156			704,141					1,971,343			2,084,997
Operating profit/(loss)
Insurance	145,200			122,955			122,501					399,914			374,619
Crowdfunding	(68,793	)		(22,936	)		(17,902	)		)		(194,058	)		(73,075	)		)
Others	(43,713	)		(27,450	)		(31,716	)		)		(128,157	)		(90,598	)		)
Total segment operating profit	32,694			72,569			72,883					77,699			210,946
Unallocated items**	(34,762	)		(20,205	)		(46,413	)		)		(111,081	)		(85,748	)		)
Total consolidated operating (loss)/profit	(2,068	)		52,364			26,470					(33,382	)		125,198
Total other income	36,914			38,366			60,842					126,520			141,989
Profit before income tax	34,846			90,730			87,312					93,138			267,187
Income tax benefit/(expense)	1,479			(7,026	)		7,843					14,609			(7,771	)		)
Net profit	36,325			83,704			95,155					107,747			259,416

All values are in US Dollars.

*	Starting<br> from the second quarter of 2023, our chief operating decision maker began managing the business through three operating segments<br> and assessing performance and allocating resources under this new operating segment structure. The nine-month comparative figures<br> were retrospectively adjusted to conform to this presentation.
**	The share-based compensation and impairment of intangible assets acquired<br> from business combination represent unallocated items in the segment information because our management does not consider these as<br> part of the segment operating performance measure.

ExchangeRate

This announcement contains translations of certain RMB amounts into U.S. dollars ("USD" or "US$") at specified rates solely for the convenience of the reader. Unless otherwise stated, all translations from RMB to USD were made at the rate of RMB7.0176 to US$1.00, the noon buying rate in effect on September 30, 2024 in the H.10 statistical release of the Federal Reserve Board. The Company makes no representation that the RMB or USD amounts referred could be converted into USD or RMB, as the case may be, at any particular rate or at all. For analytical presentation, all percentages are calculated using the numbers presented in the financial statements contained in this earnings release.

Non-GAAPFinancial Measure

The Company uses non-GAAP financial measure, adjusted net profit attributable to our ordinary shareholders, in evaluating the Company's operating results and for financial and operational decision-making purposes. Adjusted net profit attributable to our ordinary shareholders represents net profit attributable to our ordinary shareholders excluding share-based compensation expense attributable to our ordinary shareholders, foreign currency exchange gain or losses, impairment of intangible assets acquired from business combination and related tax effects on non-GAAP adjustments

The non-GAAP financial measure is not presented in accordance with U.S. GAAP and may be different from non-GAAP methods of accounting and reporting used by other companies. The non-GAAP financial measure has limitations as analytical tools and when assessing the Company’s operating performance, investors should not consider it in isolation, or as a substitute for net loss or other consolidated statements of comprehensive loss data prepared in accordance with U.S. GAAP. The Company encourages investors and others to review its financial information in its entirety and not rely on a single financial measure. Investors are encouraged to review the Company's historical non-GAAP financial measure to the most directly comparable GAAP measure. Adjusted net profit attributable to our ordinary shareholders presented here may not be comparable to similarly titled measure presented by other companies. Other companies may calculate similarly titled measure differently, limiting its usefulness as a comparative measure to our data.

The Company mitigates these limitations by reconciling the non-GAAP financial measure to the most comparable U.S. GAAP performance measure, all of which should be considered when evaluating the Company’s performance.

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

4

SafeHarbor Statement

This press release contains statements that may constitute "forward-looking" statements pursuant to the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "aims," "future," "intends," "plans," "believes," "estimates," "likely to" and similar statements. Among other things, quotations in this announcement, contain forward-looking statements. Waterdrop may also make written or oral forward-looking statements in its periodic reports to the SEC, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about Waterdrop's beliefs, plans and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: Waterdrop's mission, goals and strategies; Waterdrop's future business development, financial condition and results of operations; the expected growth of the insurance, medical crowdfunding and healthcare industry in China; Waterdrop's expectations regarding demand for and market acceptance of our products and services; Waterdrop's expectations regarding its relationships with consumers, insurance carriers and other partners; competition in the industry and relevant government policies and regulations relating to insurance, medical crowdfunding and healthcare industry. Further information regarding these and other risks is included in Waterdrop's filings with the SEC. All information provided in this press release is as of the date of this press release, and Waterdrop does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

ConferenceCall Information

Waterdrop's management team will hold a conference call on December 11, 2024 at 7:00 AM U.S. Eastern Time (8:00 PM Beijing/Hong Kong Time on the same day) to discuss the financial results. Dial-in details for the earnings conference call are as follows:

International:	1-412-317-6061
United<br> States Toll Free:	1-888-317-6003
Hong<br> Kong Toll Free:	800-963976
Hong<br> Kong:	852-58081995
Mainland<br> China:	4001-206115
Chinese<br> Line (Mandarin) Entry Number:	4533234
English<br> Interpretation Line (Listen-only Mode) Entry Number:	2061532

Participants can choose between the Chinese and the English interpretation lines. Please note that the English interpretation option will be in listen-only mode. Please dial in 15 minutes before the call is scheduled to begin and provide the Elite Entry Number to join the call.

Telephone replays will be accessible two hours after the conclusion of the conference call until December 18, 2024 by dialing the following numbers:

United<br> States Toll Free:	1-877-344-7529
International:	1-412-317-0088
Chinese<br> Line Access Code:	6305770
English<br> Interpretation Line Access Code:	9765426

A live and archived webcast of the conference call will also be available at the Company's investor relations website at http://ir.waterdrop-inc.com/.

AboutWaterdrop Inc.

Waterdrop Inc. (NYSE: WDH) is a leading technology platform dedicated to insurance and healthcare service with a positive social impact. Founded in 2016, with the comprehensive coverage of Waterdrop Insurance Marketplace and Waterdrop Medical Crowdfunding, Waterdrop aims to bring insurance and healthcare service to billions through technology. For more information, please visit www.waterdrop-inc.com.

Forinvestor inquiries, please contact

Waterdrop Inc.

IR@shuidi-inc.com

5

WATERDROPINC.

UNAUDITEDCONDENSED CONSOLIDATED BALANCE SHEETS

(Allamounts in thousands, unless otherwise noted)

	As of
	December 31, 2023			September 30, 2024
	RMB			RMB
Assets
Current assets
Cash and cash equivalents		396,905			442,145
Restricted cash		577,121			474,683
Short-term investments		2,996,527			1,912,873
Accounts receivable, net		693,110			755,427
Current contract assets		572,871			631,507
Amount due from related parties		65			250
Prepaid expense and other assets		189,846			192,153
Total current assets		5,426,445			4,409,038
Non-current assets
Non-current contract assets		134,383			141,262
Property, equipment and software, net		33,878			237,616
Intangible assets, net		177,407			153,043
Long-term investments		211,758			1,122,407
Right of use assets, net		59,851			55,149
Deferred tax assets		24,190			29,297
Goodwill		80,751			80,751
Total non-current assets		722,218			1,819,525
Total assets		6,148,663			6,228,563
Liabilities, Mezzanine Equity and Shareholders’ Equity
Current liabilities
Amount due to related parties		9,509			10,043
Insurance premium payables		591,953			493,596
Accrued expenses and other current liabilities		597,684			724,610
Short-term loans		137,557			148,544
Current lease liabilities		32,908			35,946
Total current liabilities		1,369,611			1,412,739
Non-current liabilities
Non-current lease liabilities		27,293			18,464
Deferred tax liabilities		73,305			85,713
Total non-current liabilities		100,598			104,177
Total liabilities		1,470,209			1,516,916
Mezzanine Equity
Redeemable non-controlling interests		92,760			90,449
Shareholders' equity
Class A ordinary shares		112			113
Class B ordinary shares		27			27
Treasury stock		(12	)		(15	)		)
Additional paid-in capital		7,003,423			6,821,616
Accumulated other comprehensive income		144,107			99,693
Accumulated deficit		(2,561,963	)		(2,300,236	)		)
Total shareholders' equity		4,585,694			4,621,198
Total liabilities, mezzanine equity and shareholders' equity		6,148,663			6,228,563

All values are in US Dollars.

6

WATERDROPINC.

UNAUDITEDCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

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

	For<br> the Three Months Ended										For<br> the Nine Months Ended
	September 30,<br> 2023		June 30,<br> 2024			September 30,<br> 2024					September 30,<br> 2023			September 30,<br> 2024
	RMB		RMB			RMB					RMB			RMB
Operating<br> revenue, net	686,478			676,156			704,141					1,971,343			2,084,997
Operating costs and expenses^(i)^
Operating costs	(312,278	)		(319,101	)		(340,560	)		)		(893,401	)		(990,904	)		)
Sales and marketing<br> expenses	(187,685	)		(157,413	)		(173,172	)		)		(565,634	)		(512,731	)		)
General and<br> administrative expenses	(114,641	)		(93,978	)		(110,988	)		)		(306,436	)		(293,927	)		)
Research<br> and development expenses	(73,942	)		(53,300	)		(52,951	)		)		(239,254	)		(162,237	)		)
Total<br> operating costs and expenses	(688,546	)		(623,792	)		(677,671	)		)		(2,004,725	)		(1,959,799	)		)
Operating<br> (loss)/profit	(2,068	)		52,364			26,470					(33,382	)		125,198
Other income
Interest income	32,890			37,510			36,005					101,384			113,319
Foreign currency<br> exchange (loss)/gain	(3,734	)		(444	)		7,909					(2,614	)		8,979
Others,<br> net	7,758			1,300			16,928					27,750			19,691
Profit<br> before income tax	34,846			90,730			87,312					93,138			267,187
Income<br> tax benefit/(expense)	1,479			(7,026	)		7,843					14,609			(7,771	)		)
Net<br> profit	36,325			83,704			95,155					107,747			259,416
Net<br> (loss)/profit attributable to mezzanine equity classified as non-controlling interests shareholders	(417	)		(4,586	)		2,350					(417	)		(2,311	)		)
Net<br> profit attributable to ordinary shareholders	36,742			88,290			92,805					108,164			261,727
Other comprehensive<br> income:
Foreign currency<br> translation adjustment, net of tax	8,983			13,497			(83,054	)		)		76,803			(44,414	)		)
Unrealized<br> loss on available for sale investments, net of tax	-			-			-					(1,551	)		-
Total<br> comprehensive income	45,308			97,201			12,101					182,999			215,002
Total<br> comprehensive (loss)/profit attributable to mezzanine equity classified as non-controlling interests shareholders	(417	)		(4,586	)		2,350					7,074			(2,311	)		)
Total<br> comprehensive income attributable to ordinary shareholders	45,725			101,787			9,751					175,925			217,313
Weighted<br> average number of ordinary shares used in computing net profit per share
Basic	3,719,628,339			3,660,589,600			3,624,431,887					3,793,678,209			3,660,415,080
Diluted	3,808,529,672			3,734,346,444			3,689,357,838					3,921,118,226			3,726,590,324
Net<br> profit per share attributable to ordinary shareholders
Basic	0.01			0.02			0.03					0.03			0.07
Diluted	0.01			0.02			0.03					0.03			0.07

All values are in US Dollars.

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(i)	Share-based<br> compensation expenses are included in the operating costs and expenses as follows.
	For the Three Months Ended										For the Nine Months Ended
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	September 30, 2023		June 30, 2024			September 30, 2024					September 30, 2023			September 30, 2024
	RMB		RMB			RMB					RMB			RMB
Sales and marketing expenses	(8,944	)		(1,320	)		(1,993	)		)		(33,361	)		(5,133	)		)
General and administrative expenses	(22,060	)		(16,285	)		(21,297	)		)		(66,642	)		(51,909	)		)
Research and development expenses	(3,758	)		(2,600	)		(2,563	)		)		(11,078	)		(8,146	)		)
Total	(34,762	)		(20,205	)		(25,853	)		)		(111,081	)		(65,188	)		)

All values are in US Dollars.

8

WATERDROP INC.

RECONCILIATIONSOF GAAP AND NON-GAAP RESULTS

(Allamounts in thousands, unless otherwise noted)

	For<br> the Three Months Ended								For<br> the Nine Months Ended
	September 30,<br> 2023	June 30,<br> 2024		September 30,<br> 2024					September 30,<br> 2023		September 30,<br> 2024
	RMB	RMB		RMB					RMB		RMB
Net<br> profit attributable to the Company’s ordinary shareholders	36,742		88,290		92,805					108,164		261,727		37,295
Add:
Share-based<br> compensation expense attributable to the Company’s ordinary shareholders	33,810		20,015		25,673					110,130		64,948		9,255
Foreign<br> currency exchange loss/(gain)	3,734		444		(7,909	)		)		2,614		(8,979	)	(1,279
Impairment<br> of intangible assets acquired from business combination	-		-		20,560					-		20,560		2,930
Tax<br> effects on non-GAAP adjustments	-		-		(5,140	)		)		-		(5,140	)	(732
Adjusted<br> net profit attributable to the Company’s ordinary shareholders	74,286		108,749		125,989					220,908		333,116		47,469

All values are in US Dollars.

9