6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OFFOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2021

Commission File Number: 001-38877

Yunji Inc.

15/F, SouthBuilding, Hipark Phase 2, Xiaoshan District

Hangzhou 310000, Zhejiang Province

People’s Republic of China

(Address of principal executive offices)

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

Form 20-F  ☒ Form 40-F  ☐

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

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

SIGNATURES

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

Yunji Inc.
By	:	/s/ Chengqi Zhang
Name	:	Chengqi Zhang
Title	:	Vice President of Finance

Date: August 26, 2021

[Signature Page toForm 6-K]

Exhibit Index

Exhibit 99.1—Press Release

EX-99.1

Exhibit 99.1

Yunji Announces Second Quarter 2021 Unaudited Financial Results

Hangzhou, CHINA, August 26, 2021 — Yunji Inc. (“Yunji” or the “Company”) (NASDAQ: YJ), a leading membership-based social e-commerce platform, today announced its unaudited financial results for the second quarter ended June 30, 2021^1^.

Second Quarter 2021 Highlights

•	Total revenues in the second quarter of 2021 were RMB570.7 million (US$88.4 million), compared with<br>RMB1,486.9 million in the same period of 2020, primarily due to the Company’s focus on refining its product selection across all categories by upgrading its strategy to carefully curate products through the implementation of its megahit<br>product pool initiative. In line with the Company’s long-term growth strategy to focus on profitability, the Company optimized its selection of suppliers and merchants during the refinement process, which caused sales decreases in both its<br>marketplace business and merchandise sales.
•	Repeat purchase rate^2^ in the twelve months ended<br>June 30, 2021 was 81.2%.
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Mr. Shanglue Xiao, Chairman and Chief Executive Officer of Yunji, said, “In the second quarter of 2021, we remained focused on increasing membership value and optimizing product selection and refinement. As a result of these continued efforts, our repeat purchase rate has now stabilized. Average spending per buyer3 in the second quarter of 2021 reached RMB853. We are delighted to see these improvements and will continue to execute our supply chain differentiation and product curation strategies to generate lasting shareholder value.”

“After several quarters of optimization, our refined operations have resulted in significant improvements in our profitability. During the second quarter of 2021, we recorded an operating income of RMB16.0 million and a net income of RMB17.0 million, compared with an operating loss of RMB45.2 million and a net loss of RMB17.5 million in the same period last year. As of June 30, 2021, we had RMB1,092.1 million in Cash and cash equivalents, restricted cash, and short-term investment, compared with RMB1,323.9 million as of December 31, 2020. We are confident that our innovative strategies and refined operational capabilities will continue to drive our sustainable development in the future.” said Mr. Chengqi Zhang, Yunji’s Vice President of Finance.

Second Quarter 2021 Unaudited Financial Results

Totalrevenues were RMB570.7 million (US$88.4 million), compared with RMB1,486.9 million in the same period of 2020. This decrease was primarily due to the Company’s decision to upgrade its strategy to carefully curate products starting from the first quarter of 2021. As part of these upgrades, the Company launched its megahit product pool initiative, which focused on introducing more products with strong repurchase potential and customer appeal to refine product selections across all product categories on its platform. In line with the Company’s long-term growth strategy to focus on profitability, the Company optimized its selection of suppliers and merchants across its platform, which caused sales decreases in both its marketplace business and merchandise sales.

•	Revenues from sales of merchandise, net decreased by 63.7% to RMB472.1 million (US$73.1 million) from<br>RMB1,299.3 million in the same period of 2020.
•	Revenues from the membership program were RMB1.9 million, compared with RMB12.3 million in the same<br>period of 2020. From January 2020 until the end of March 2021, the Company allowed all its users to enjoy membership benefits free of charge for one year simply by registering for an account on the Yunji app. The Company has discontinued free<br>membership as of April 1, 2021. As a result, revenues from the membership program in the second quarter of 2021 were from paying members who joined the new membership program launched in the second quarter of 2021, while membership revenues in<br>the same period of 2020 were all from the deferred revenue of prior paying members.
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•	Revenues from the marketplace business were RMB88.2 million (US$13.7 million), compared with<br>RMB159.6 million in the same period of 2020.
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•	Other revenues decreased by 45.1% to RMB8.6 million (US$1.3 million) from RMB15.6 million in the same<br>period of 2020.
---	---

Total cost of revenues decreased by 64.8% to RMB370.5 million (US$57.4 million), or 64.9% of total revenues, from RMB1,053.7 million, or 70.9% of total revenues, in the same period of 2020. The decrease was mainly attributable to the decline in merchandise sales, for which revenues are recognized on a gross basis. Total cost of revenues was mainly comprised of the costs related to the sales of merchandise revenue in the second quarter of 2021.

Total operating expenses decreased by 61.6% to RMB186.9 million (US$28.9 million) from RMB486.6 million in the same period of 2020.

•	Fulfillment expenses decreased by 61.2% to RMB50.1 million (US$7.8 million), or 8.8% of total<br>revenues, from RMB129.0 million, or 8.7% of total revenues, in the same period of 2020. The decrease was primarily due to: (i) reduced warehousing and logistics expenses due to lower merchandise sales, and (ii) reduced personnel costs<br>due to staffing structure refinements.
•	Sales and marketing expenses decreased by 73.1% to RMB61.5 million (US$9.5 million), or 10.8% of<br>total revenues, from RMB228.4 million, or 15.4% of total revenues, in the same period of 2020. The decrease was mainly due to the decreases in member management fees and business promotion expenses.
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•	Technology and content expenses decreased by 44.7% to RMB32,4 million (US$5.0 million), or 5.7% of<br>total revenues, from RMB58.6 million, or 3.9% of total revenues, in the same period of 2020. The decrease was mainly due to the reduction in personnel costs as a result of staffing structure refinements, and reduced server costs.<br>
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•	General and administrative expenses decreased by 39.3% to RMB42.9 million (US$6.6 million), or 7.5%<br>of total revenues, from RMB70.7 million, or 4.8% of total revenues, in the same period of 2020, primarily due to a decrease in share-based compensation expenses.
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Income from operations was RMB16.0 million (US$2.5 million), compared with loss from operations of RMB 45.2 million in the same period of 2020.

Financial income, net was RMB7.8 million (US$1.2 million), compared with RMB28.2 million in the same period of 2020, primarily due to decreased fair value of equity securities with readily determinable fair value.

Net Income was RMB17.0 million (US$2.6 million), compared with net loss of RMB17.5 million in the same period of 2020.

Adjusted net income(non-GAAP)^4^ was RMB23.9 million (US$3.7 million), compared with RMB20.1 million in the same period of 2020.

Basic and diluted net Income per share attributable to ordinary shareholders were both RMB0.01, compared with basic and diluted net loss per share attributable to ordinary shareholders of RMB0.01 in the same period of 2020.

Use of Non-GAAP FinancialMeasures

In evaluating the business, the Company considers and uses adjusted net income/(loss) as a supplemental measure to review and assess operating performance. The presentation of this non-GAAP financial measure is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. The Company defines adjusted net income/(loss) as net income/(loss) excluding share-based compensation.

The Company presents adjusted net income/(loss) because it is used by management to evaluate operating performance and formulate business plans. Adjusted net income/(loss) enables management to assess operating performance without considering the impact of share-based compensation recorded under ASC 718, “Compensation-Stock Compensation”. The Company also believes that the use of this non-GAAP measure facilitates investors’ assessment of operating performance.

This non-GAAP financial measure is not defined under U.S. GAAP and is not presented in accordance with U.S. GAAP. The non-GAAP financial measure has limitations as an analytical tool. One of the key limitations of using adjusted net income/(loss) is that it does not reflect all items of income and expense that affect the Company’s operations. Share-based compensation has been and may continue to be incurred in Yunji’s business and is not reflected in the presentation of adjusted net income/(loss). Further, this non-GAAP measure may differ from the non-GAAP information used by other companies, including peer companies, and therefore its comparability may be limited.

The Company compensates for these limitations by reconciling the non-GAAP financial measure to the nearest U.S. GAAP performance measure, all of which should be considered when evaluating performance. Yunji encourages investors and others to review its financial information in its entirety and not rely on a single financial measure.

For more information on the non-GAAP financial measures, please see the table captioned “Reconciliation of Non-GAAP Measures to The Most Directly Comparable Financial Measures” set forth at the end of this press release.

Conference Call

The Company will host a conference call on Thursday, August 26, 2021, at 7:00 AM Eastern Time or 7:00 PM Beijing/Hong Kong Time to discuss its earnings.

In advance of the conference call, all participants must use the following link to complete the online registration process. Upon registering, each participant will receive important details for this conference including the call date and time, a unique registrant ID, and a set of participant dial-in numbers to join the conference call.

Conference ID	2439548
Registration Link	http://apac.directeventreg.com/registration/event/2439548

A telephone replay of the call will be available after the conclusion of the conference call for one week.

Dial-in numbers for the replay are as follows:

United States Toll Free	+1-855-452-5696
International	+61-2-8199-0299
Conference ID	2439548

Safe Harbor Statements

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident,” “potential,” “continue” or other similar expressions. Among other things, the quotations from management in this announcement, as well as Yunji’s strategic and operational plans, contain forward-looking statements. Yunji may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (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 but not limited to statements about Yunji’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: Yunji’s growth strategies; its future business development, results of operations and financial condition; its ability to understand buyer needs and provide products and services to attract and retain buyers; its ability to maintain and enhance the recognition and reputation of its brand; its ability to rely on merchants and third-party logistics service providers to provide delivery services to buyers; its ability to maintain and improve quality control policies and measures; its ability to establish and maintain relationships with merchants; trends and competition in China’s e-commerce market; changes in its revenues and certain cost or expense items; the expected growth of China’s e-commerce market; PRC governmental policies and regulations relating to Yunji’s industry, and general economic and business conditions globally and in China and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in Yunji’s filings with the SEC. All information provided in this press release and in the attachments is as of the date of this press release, and Yunji undertakes no obligation to update any forward-looking statement, except as required under applicable law.

About Yunji Inc.

Yunji Inc. is a leading social e-commerce platform in China that has pioneered a unique, membership-based model to leverage the power of social interactions. The Company’s e-commerce platform offers high-quality products at attractive prices across a wide variety of categories catering to the day-to-day needs of Chinese consumers. In addition, the Company uses advanced technologies including big data and artificial intelligence to optimize user experience and incentivize members to promote the platform as well as share products with their social contacts. Through deliberate product curation, centralized merchandise sourcing, and efficient supply chain management, Yunji has established itself as a trustworthy e-commerce platform with high-quality products and exclusive membership benefits, including discounted prices.

For more information, please visit https://investor.yunjiglobal.com/

Investor Relations Contact

Yunji Inc.

Investor Relations

Email: [email protected]

Phone: +1 (646) 224-6957

ICR, LLC

Robin Yang

Email: [email protected]

Phone: +1 (646) 224-6957

YUNJI INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

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

	As of
	December 31,<br>2020		June 30,<br>2021
	RMB		RMB		US
ASSETS
Current Assets
Cash and cash equivalents		1,063,900		760,518
Restricted cash		125,844		72,244
Short-term investments		134,146		259,369
Accounts receivable, net (Allowance for credit losses of RMB8,603 and RMB5,718,<br>respectively)		164,733		135,234
Advance to suppliers		103,836		81,948
Inventories, net		135,245		100,883
Amounts due from related parties		7,841		1,778
Prepaid expenses and other current assets (Allowance for credit losses of RMB2,972 and RMB4,053,<br>respectively)		410,423		447,167
Total current assets	****	2,145,968	****	1,859,141
Non-current assets
Property and equipment, net		26,010		17,190
Long-term investments5		158,931		224,680
Deferred tax assets		59,455		40,683
Operating lease<br>right-of-use assets, net		11,324		5,087
Other non-current assets (Allowance for credit losses of<br>RMB1,514 and RMB1,913, respectively)		148,793		176,876
Total non-current assets	****	404,513	****	464,516
Total assets	****	2,550,481	****	2,323,657

All values are in US Dollars.

YUNJI INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)

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

	As of
	December 31,<br>2020		June 30,<br>2021
	RMB		RMB		US
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ (DEFICITS)/EQUITY
Current Liabilities
Accounts payable		501,549		375,569
Deferred revenue		50,951		36,620
Incentive payables to members		312,170		278,857
Refund payable to members		4,398		2,010
Member management fees payable		45,841		26,078
Other payable and accrued liabilities		280,586		228,331
Amounts due to related parties		22,989		16,381
Operating lease liabilities—current		6,988		3,921
Total current liabilities	****	1,225,472	****	967,767
Non-current liabilities
Operating lease liabilities		8,309		5,214
Deferred tax liabilities		1,832		6,890
Total non-current liabilities	****	10,141	****	12,104
Total Liabilities	****	1,235,613	****	979,871

All values are in US Dollars.

YUNJI INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)

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

	As of
	December 31,<br>2020			June 30,<br>2021
	RMB			RMB			US
Shareholders’ equity
Ordinary shares		70			70
Less: Treasury stock		(85,202	)		(62,272	)		)
Additional paid-in capital		7,327,148			7,334,196
Statutory reserve		12,624			12,624
Accumulated other comprehensive income/(loss)		9,452			(3,292	)		)
Accumulated deficit		(5,952,085	)		(5,938,888	)		)
Total Yunji Inc. shareholders’ equity	****	1,312,007	****	****	1,342,438	****		****
Non-controlling interests		2,861			1,348
Total shareholders’ equity	****	1,314,868	****	****	1,343,786	****		****
Total liabilities and shareholders’ equity	****	2,550,481	****	****	2,323,657	****		****

All values are in US Dollars.

YUNJI INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)<br><br><br>(All amounts in thousands, except for share and per share data, unless otherwise noted)
	For the Three Months Ended								For the Six Months Ended
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	June 30,<br>2020			June 30,<br>2021					June 30,<br>2020			June 30,<br>2021
	RMB			RMB			US		RMB			RMB			US
Revenues:
Sales of merchandise, net		1,299,325			472,081					2,745,182			1,043,969
Membership program revenue		12,333			1,885					37,467			1,885
Marketplace revenue		159,643			88,174					317,714			183,548
Other revenues		15,628			8,582					35,772			16,717
Total revenues	****	1,486,929	****	****	570,722	****		****	****	3,136,135	****	****	1,246,119	****		****
Operating cost and expenses:
Cost of revenues		(1,053,705	)		(370,521	)		)		(2,201,728	)		(809,886	)		)
Fulfilment		(129,004	)		(50,118	)		)		(267,090	)		(114,952	)		)
Sales and marketing		(228,351	)		(61,477	)		)		(480,012	)		(157,802	)		)
Technology and content		(58,577	)		(32,407	)		)		(116,515	)		(69,895	)		)
General and administrative		(70,662	)		(42,888	)		)		(145,844	)		(116,956	)		)
Total operating cost and expenses	****	(1,540,299	)	****	(557,411	)		)	****	(3,211,189	)	****	(1,269,491	)		)
Other operating income		8,200			2,657					23,778			19,571
(Loss)/income from operations	****	(45,170	)	****	15,968	****		****	****	(51,276	)	****	(3,801	)		)
Financial income, net		28,232			7,795					18,428			28,281
Foreign exchange (loss)/income, net		(3,662	)		(1,248	)		)		2,359			(1,077	)		)
Other non-operating income, net		—			7,489					—			8,402
(Loss)/income before income tax benefit/(expense), and equity in loss of affiliates, net oftax	****	(20,600	)	****	30,004	****		****	****	(30,489	)	****	31,805	****		****
Income tax benefit/(expense)		3,305			(7,714	)		)		160			(10,963	)		)
Equity in loss of affiliates, net of tax		(203	)		(5,332	)		)		(407	)		(7,856	)		)
Net (loss)/income	****	(17,498	)	****	16,958	****		****	****	(30,736	)	****	12,986	****		****
Less: net loss attributable to non-controlling interests<br>shareholders		(5,548	)		(56	)		)		(5,676	)		(205	)		)
Net (loss)/income attributable to YUNJI INC.	****	(11,950	)	****	17,014	****		****	****	(25,060	)	****	13,191	****		****

All values are in US Dollars.

YUNJI INC.

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

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

	For the Three Months Ended								For the Six Months Ended
	June 30,<br>2020			June 30,<br>2021					June 30,<br>2020			June 30,<br>2021
	RMB			RMB			US		RMB			RMB			US
Net (loss)/income attributable to ordinary shareholders		(11,950	)		17,014					(25,060	)		13,191
Net (loss)/income	****	(17,498	)	****	16,958	****		****	****	(30,736	)	****	12,986	****		****
Other comprehensive (loss)/income
Foreign currency translation adjustment		(666	)		(19,219	)		)		17,583			(12,744	)		)
Total comprehensive (loss)/income		(18,164	)		(2,261	)		)		(13,153	)		242
Less: total comprehensive loss attributable to<br>non-controlling interests shareholders		(5,548	)		(56	)		)		(5,676	)		(205	)		)
Total comprehensive (loss)/income attributable to YUNJI INC.		(12,616	)		(2,205	)		)		(7,477	)		447
Net (loss)/income attributable to ordinary shareholders		(11,950	)		17,014					(25,060	)		13,191
Weighted average number of ordinary shares used in computing net loss per share, basic and<br>diluted	****	2,124,741,188	****	****	2,140,954,126	****		****	****	2,124,450,699	****	****	2,137,900,343	****		****
Net loss per share attributable to ordinary shareholders
Basic		(0.01	)		0.01					(0.01	)		0.01
Diluted		(0.01	)		0.01					(0.01	)		0.01

All values are in US Dollars.

YUNJI INC.

NOTES TO UNAUDITED FINANCIAL INFORMATION

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

	For the Three Months Ended							For the Six Months Ended
	June 30,<br>2020		June 30,<br>2021					June 30,<br>2020		June 30,<br>2021
	RMB		RMB			US		RMB		RMB			US
Share-based compensation expenses included in:
Technology and content		3,388		787					7,357		2,681
General and administrative		27,669		5,934					56,729		24,781
Fulfillment		3,644		(152	)		)		7,706		(215	)		)
Sales and marketing		2,884		335					5,105		695
Total	****	37,585	****	6,904	****		****	****	76,897	****	27,942	****		****

All values are in US Dollars.

YUNJI INC.

RECONCILIATION OF NON-GAAP MEASURES TO THE MOST DIRECTLY COMPARABLE FINANCIAL MEASURES

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

	For the Three Months Ended						For the Six Months Ended
	June 30,<br>2020			June 30,<br>2021			June 30,<br>2020			June 30,<br>2021
	RMB			RMB		US	RMB			RMB		US
Reconciliation of Net (loss)/income to Adjusted Net Income:
Net (loss)/income		(17,498	)		16,958			(30,736	)		12,986
Add: Share-based compensation		37,585			6,904			76,897			27,942
Adjusted net income		20,087			23,862			46,161			40,928

All values are in US Dollars.

1.	This announcement contains translations of certain Renminbi (RMB) amounts into U.S. dollars (US$) at a<br>specified rate solely for the convenience of the reader. Unless otherwise noted, the translation of RMB into US$ has been made at RMB6.4566 to US$1.00, the exchange rate in effect as of June 30, 2021 as set forth in the H.10 statistical release<br>of The Board of Governors of the Federal Reserve System.
2.	“Repeat purchase rate” in a given period is calculated as the number of transacting members who<br>purchased not less than twice divided by the total number of transacting members during such period. “Transacting member” in a given period refers to a member who successfully promotes Yunji’s products to generate at least one order<br>or places at least one order on Yunji’s platform, regardless of whether any product in such order is ultimately sold or delivered or whether any product in such order is returned.
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3.	“Average spending per buyer” in a given period is calculated by dividing total GMV in that period by<br>the number of buyers in the same period. “Buyer” in a given period refers to a user who places at least one order on Yunji’s platform during such period, regardless of whether any product in such order is ultimately sold or delivered<br>or whether any product in such order is returned.
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4.	Adjusted net income/(loss) is a non-GAAP financial measure, which is<br>defined as net income/(loss) excluding share-based compensation expense. See “Reconciliation of Non-GAAP Measures to The Most Directly Comparable Financial Measures” set forth at the end of this<br>press release.
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5.	As of June 30, 2021, the balance of long-term investment mainly represented equity securities with readily<br>determinable fair value, which was remeasured based upon market price at each period end and recorded the unrealized changes in Financial income, net, in the Unaudited Condensed Consolidation Statements of Comprehensive Income/(loss).<br>
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