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 November 2022

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):  ☐

Exhibit Index

Exhibit 99.1—Yunji Announces Third Quarter 2022 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.

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

Date: November 29, 2022

EX-99.1

Exhibit 99.1

Yunji Announces Third Quarter 2022 Unaudited Financial Results

Hangzhou, CHINA, November 29, 2022 — Yunji Inc. (“Yunji” or the “Company”) (NASDAQ: YJ), a leading membership-based social e-commerce platform, today announced its unaudited financial results for the third quarter ended September 30, 2022^1^.

Third Quarter 2022 Highlights

•	Total revenues in the third quarter of 2022 were RMB238.9 million (US$33.6 million), compared with<br>RMB437.9 million in the same period of 2021. The decrease was primarily due to the Company’s continued strategy to refine its product selection across all categories and optimize its selection of suppliers and merchants, causing near-term<br>decreases in sales, and a decline in consumers’ willingness to spend on discretionary products in the third quarter of 2022, compared with that in the same period of 2021**^2^**.<br>
•	Repeat purchase rate ^3^ in the twelve months<br>ended September 30, 2022 was 78.7%.
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Mr. Shanglue Xiao, Chairman and Chief Executive Officer of Yunji, said, “The challenging macro environment and ongoing strict pandemic control measures continued to act as headwinds during the third quarter of 2022. Nevertheless, we strengthened and enhanced our platform infrastructure by remaining focused on executing our product curation strategy while proactively fine-tuning our operating strategy. In addition, we further optimized our sales channels by leveraging big data analysis to improve our services. We continued to add value to our customers by providing increased support to our service managers to ensure that they always provide professional and in-depth service to our customers. Furthermore, we cultivated our vertical offerings by increasing the proportion of healthcare products with high repurchase rates and affordably-priced, high-quality products in our product mix.”

“In the third quarter of 2022, we further improved our gross margin to 49.4% compared with 43.2% in the same period of 2021. At the same time, we continued to optimize our cost structure to improve operational efficiency. Going forward, we aim to maintain a healthy balance sheet by retaining our sharp focus on cost controls and cash flow management.” said Mr. Peng Zhang, Yunji’s Vice President of Finance.

Third Quarter 2022 Unaudited Financial Results

Totalrevenues were RMB238.9 million (US$33.6 million), compared with RMB437.9 million in the same period of 2021. This decrease was primarily due to (i) the Company’s continued strategy to refine its product selection across all categories and optimize its selection of suppliers and merchants, causing near-term decreases in sales, and (ii) a decline in consumers’ willingness to spend on discretionary products in the third quarter of 2022 compared with that in the same period of 2021^2^.

•	Revenues from sales of merchandise were RMB196.9 million (US$27.7 million), compared with<br>RMB365.5 million in the same period of 2021.
•	Revenues from the marketplace business were RMB38.1 million (US$5.4 million), compared with<br>RMB64.7 million in the same period of 2021.
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•	Other revenues were RMB3.9 million (US$0.5 million), compared with RMB7.7 million in the same period of<br>2021.
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Total cost of revenues decreased by 51.4% to RMB120.9 million (US$17.0 million), or 50.6% of total revenues, from RMB248.6 million, or 56.8% of total revenues, in the same period of 2021. 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 in the third quarter of 2022.

Total operating expenses decreased by 28.5% to RMB138.5 million (US$19.5 million) from RMB193.8 million in the same period of 2021.

•	Fulfillment expenses decreased by 9.1% to RMB36.9 million (US$5.2 million), or 15.4% of total<br>revenues, from RMB40.6 million, or 9.3% of total revenues, in the same period of 2021. The decrease was primarily due to (i) reduced warehousing and logistics expenses due to lower merchandise sales, and (ii) decreased service fees<br>charged by third-party payment settlement platforms.
•	Sales and marketing expenses decreased by 21.5% to RMB47.0 million (US$6.6 million), or 19.7% of<br>total revenues, from RMB59.8 million, or 13.7% of total revenues, in the same period of 2021. The decrease was mainly due to (i) the reduction in personnel costs as a result of staffing structure refinements, and (ii) a decrease in<br>member management fees, partially offset by an increase in private label promotion expenses.
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•	Technology and content expenses decreased by 41.7% to RMB16.6 million (US$2.3 million), or 7.0% of<br>total revenues, from RMB28.5 million, or 6.5% of total revenues, in the same period of 2021. The decrease was mainly due to (i) the reduction in personnel costs as a result of staffing structure refinements, and (ii) reduced cloud<br>services costs.
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•	General and administrative expenses decreased by 41.4% to RMB38.0 million (US$5.3 million), or 15.9%<br>of total revenues, from RMB64.8 million, or 14.8% of total revenues, in the same period of 2021, primarily due to (i) reduced personnel costs as a result of staffing structure refinements, (ii) lower professional service fees, and<br>(iii) a decrease in share-based compensation expenses.
---	---

Loss from operations was RMB17.9 million (US$2.5 million), compared with income from operations of RMB17.6 million in the same period of 2021.

Financial income, net was RMB0.3 million (US$0.04 million), compared with financial loss, net of RMB30.1 million in the same period of 2021, primarily due to an increase in interest income, partially offset by interest expense and loss from fair value changes of equity securities investments.

Net loss was RMB38.2 million (US$5.4 million), compared with net income of RMB61.4 million in the same period of 2021.

Adjusted net loss (non-GAAP) ^4^ **** was RMB29.6 million (US$4.2 million), compared with adjusted net income of RMB76.3 million in the same period of 2021.

Basic and diluted netloss per share attributable to ordinary shareholders were both RMB0.02, compared with basic and diluted net earnings per share attributable to ordinary shareholders of RMB0.03 in the same period of 2021.

Use of Non-GAAP Financial Measures

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 Tuesday, November 29, 2022, at 7:00 A.M. Eastern Time or 8:00 P.M. Beijing/Hong Kong Time to discuss its earnings. Listeners may access the call by dialing the following numbers:

International:	1-412-902-4272
United States Toll Free:	1-888-346-8982
Mainland China Toll Free:	4001-201203
Hong Kong Toll Free:	800-905945
Conference ID:	Yunji Inc.

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	1-877-344-7529
International	1-412-317-0088
Replay Access Code	8403978

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>2021		September 30,<br>2022
	RMB		RMB		US
ASSETS
Current Assets
Cash and cash equivalents		567,204		318,625
Restricted cash		62,528		36,943
Short-term investments		380,052		214,995
Accounts receivable, net (Allowance for credit losses of RMB7,225 and RMB13,812,<br>respectively)		118,166		135,182
Advance to suppliers		59,437		57,459
Inventories, net		84,500		79,291
Amounts due from related parties		2,532		1,193
Prepaid expenses and other current assets (Allowance for credit losses of RMB4,791 and RMB4,692,<br>respectively)		430,717		430,386
Total current assets	****	1,705,136	****	1,274,074
Non-current assets
Property and equipment, net		12,842		162,153
Long-term investments		381,401		416,057
Deferred tax assets		17,497		8,643
Operating lease<br>right-of-use assets, net		5,420		1,819
Other non-current assets (Allowance for credit losses of<br>RMB488 and RMB474, respectively)		227,674		141,920
Total non-current assets	****	644,834	****	730,592
Total assets	****	2,349,970	****	2,004,666

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>2021		September 30,<br>2022
	RMB		RMB		US
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable		254,839		153,958
Deferred revenue		105,752		18,605
Incentive payables to members^5^		265,612		225,994
Member management fees payable		15,570		12,505
Other payable and accrued liabilities		202,786		154,585
Amounts due to related parties		15,630		9,810
Operating lease liabilities—current		5,571		3,439
Total current liabilities	****	865,760	****	578,896
Non-current liabilities
Operating lease liabilities		3,123		1,218
Deferred tax liabilities		2,572		—
Total non-current liabilities	****	5,695	****	1,218
Total Liabilities	****	871,455	****	580,114

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>2021			September 30,<br>2022
	RMB			RMB			US
Shareholders’ equity
Ordinary shares		70			70
Less: Treasury stock		(44,228	)		(77,863	)		)
Additional paid-in capital		7,342,344			7,326,390
Statutory reserve		14,019			14,019
Accumulated other comprehensive (loss)/income		(15,664	)		78,355
Accumulated deficit		(5,818,645	)		(5,917,284	)		)
Total Yunji Inc. shareholders’ equity	****	1,477,896	****	****	1,423,687	****		****
Non-controlling interests		619			865
Total shareholders’ equity	****	1,478,515	****	****	1,424,552	****		****
Total liabilities and shareholders’ equity	****	2,349,970	****	****	2,004,666	****		****

All values are in US Dollars.

YUNJI INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS)/INCOME

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

	For the Three Months Ended								For the Nine Months Ended
	September 30,<br>2021			September 30,<br>2022					September 30,<br>2021			September 30,<br>2022
	RMB			RMB			US		RMB			RMB			US
Revenues:
Sales of merchandise, net		365,467			196,928					1,409,436			724,518
Marketplace revenue		64,689			38,074					248,237			127,640
Other revenues		7,702			3,889					26,304			13,263
Total revenues	****	437,858	****	****	238,891	****		****	****	1,683,977	****	****	865,421	****		****
Operating cost and expenses:
Cost of revenues		(248,581	)		(120,933	)		)		(1,058,467	)		(481,008	)		)
Fulfilment		(40,571	)		(36,885	)		)		(155,523	)		(128,866	)		)
Sales and marketing		(59,842	)		(46,998	)		)		(217,644	)		(155,841	)		)
Technology and content		(28,537	)		(16,640	)		)		(98,432	)		(64,392	)		)
General and administrative		(64,840	)		(38,000	)		)		(181,796	)		(100,937	)		)
Total operating cost and expenses	****	(442,371	)	****	(259,456	)		)	****	(1,711,862	)	****	(931,044	)		)
Other operating income		22,116			2,669					41,687			20,195
Income/(loss) from operations	****	17,603	****	****	(17,896	)		)	****	13,802	****	****	(45,428	)		)
Financial (loss)/income, net		(30,064	)		302					(1,783	)		(22,709	)		)
Foreign exchange gain/(loss), net		58			(11,295	)		)		(1,019	)		(19,008	)		)
Other non-operating income/(loss), net		110,484			(2	)				118,886			2,061
Income/(loss) before income tax expense, and equity in loss of affiliates, net oftax	****	98,081	****	****	(28,891	)		)	****	129,886	****	****	(85,084	)		)
Income tax expense		(29,982	)		(9,042	)		)		(40,945	)		(13,447	)		)
Equity in loss of affiliates, net of tax		(6,745	)		(313	)		)		(14,601	)		(1,642	)		)
Net income/(loss)	****	61,354	****	****	(38,246	)		)	****	74,340	****	****	(100,173	)		)
Less: net income/ (loss) attributable to non-controlling<br>interests shareholders		511			(7	)		)		306			(223	)		)
Net income/(loss) attributable to YUNJI INC.	****	60,843	****	****	(38,239	)		)	****	74,034	****	****	(99,950	)		)

All values are in US Dollars.

YUNJI INC.

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

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

	For the Three Months Ended							For the Nine Months Ended
	September 30,<br>2021		September 30,<br>2022					September 30,<br>2021			September 30,<br>2022
	RMB		RMB			US		RMB			RMB			US
Net income/(loss) attributable to ordinary shareholders		60,843		(38,239	)		)		74,034			(99,950	)		)
Net income/(loss)	****	61,354	****	(38,246	)		)	****	74,340	****	****	(100,173	)		)
Other comprehensive income/ (loss) Foreign currency translation adjustment		4,149		45,955					(8,595	)		94,019
Total comprehensive income/(loss)		65,503		7,709					65,745			(6,154	)		)
Less: total comprehensive income/(loss) attributable to<br>non-controlling interests shareholders		511		(7	)		)		306			(223	)		)
Total comprehensive income/ (loss) attributable to YUNJI INC.		64,992		7,716					65,439			(5,931	)		)
Net income/(loss) attributable to ordinary shareholders		60,843		(38,239	)		)		74,034			(99,950	)		)
Weighted average number of ordinary shares used in computing net earnings/(loss) per share,<br>basic and diluted	****	2,141,585,609	****	2,068,653,859	****		****	****	2,139,142,265	****	****	2,108,265,844	****		****
Net earnings/(loss) per share attributable to ordinary shareholders
Basic		0.03		(0.02	)				0.03			(0.05	)		)
Diluted		0.03		(0.02	)				0.03			(0.05	)		)

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 Nine Months Ended
	September 30,<br>2021		September 30,<br>2022			September 30,<br>2021		September 30,<br>2022
	RMB		RMB		US	RMB		RMB		US
Share-based compensation expenses included in:
Technology and content		1,100		1,072			3,781		3,236
General and administrative		12,517		7,269			37,298		18,668
Fulfillment		809		94			594		924
Sales and marketing		482		252			1,177		60
Total	****	14,908	****	8,687		****	42,850	****	22,888

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 Nine Months Ended
	September 30,<br>2021		September 30,<br>2022					September 30,<br>2021		September 30,<br>2022
	RMB		RMB			US		RMB		RMB			US
Reconciliation of Net income/(loss) to Adjusted Net income/(loss):
Net income/(loss)		61,354		(38,246	)		)		74,340		(100,173	)		)
Add: Share-based compensation		14,908		8,687					42,850		22,888
Adjusted net income/(loss)		76,262		(29,559	)		)		117,190		(77,285	)		)

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 RMB7.1135 to US$1.00, the exchange rate in effect as of September 30, 2022 as set forth in the H.10 statistical<br>release of The Board of Governors of the Federal Reserve System.
2.	According to the National Bureau of Statistics of China.
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3.	“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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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 September 30, 2022, the decrease in incentive payables was mainly due to derecognition of long-aged<br>payables to inactive members starting this year.
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