Statutory Reserves and Restricted Net Assets

12 Months Ended

Dec. 31, 2024

Condensed Financial Information Disclosure [Abstract]

Statutory Reserves and Restricted Net Assets

23. STATUTORY RESERVES AND RESTRICTED NET ASSETS

Pursuant to laws applicable to entities incorporated in the PRC, the Group’s subsidiaries and consolidated VIE in the PRC must make appropriations

from after-tax profit

to non-distributable reserve

funds. These reserve funds include one or more of the following: (i) a general reserve, (ii) an enterprise expansion fund and (iii) a staff bonus and welfare fund. Subject to certain cumulative limits, the general reserve fund requires an annual appropriation of 10% of after tax profit (as determined under accounting principles generally accepted in the PRC at

each year-end) until

the accumulative amount of such reserve fund reaches 50% of a company’s registered capital, the other fund appropriations are at the subsidiaries’ discretion. These reserve funds can only be used for specific purposes of enterprise expansion and staff bonus and welfare and are not distributable as cash dividends. During the years ended December 31, 2022, 2023 and 2024, nil statutory reserve has been made by the Group. The statutory reserve of RMB 4,180 was appropriated by the CEIBS Publishing Group’s VIEs before the acquisition.

For the year ended December 31, 2024, the Group performed a test on the restricted net assets of subsidiaries and VIEs in accordance with Securities and Exchange Commission Regulation

S-X

Rule

4-08

(e) (3), “General Notes to Financial Statements” and concluded that the restricted net assets exceeded 25% of the consolidated net assets of the Group as of December 31, 2024 and the condensed financial information of the Company are required to be presented.

Condensed Financial Information of the Parent Company

Balance Sheet


	As of December 31, 2023		As of December 31, 2024
	RMB		RMB
ASSETS
Cash and cash equivalents		15,466		99,459
Amounts due from the Group’s entities		174,801		185,892
Investments in subsidiaries, VIE and VIE’s subsidiaries		60,013		—
Other non-current assets		16,253		548

Total assets		266,533		285,899

LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ DEFICIT
Amounts due to the Group’s entities		35,613		35,613
Equity loss in subsidiaries, VIE and VIE’s subsidiaries		—		12,021
Acquisition consideration payable		8,983		8,983
Other payable and accrued liabilities		3,857		2,052
Derivative liabilities		100,279		—

Total liabilities		148,732		58,669


	As of December 31, 2023			As of December 31, 2024
	RMB			RMB
Mezzanine equity
Series A convertible redeemable preferred shares (US$0.0001 par value, 15,040,570 and nil shares authorized, issued and outstanding as of December 31, 2023 and 2024, respectively)		408,139			—
Series B convertible redeemable preferred shares (US$0.0001 par value, 7,085,330 and nil shares authorized, issued and outstanding as of December 31, 2023 and 2024, respectively)		199,518			—
Series C convertible redeemable preferred shares (US$0.0001 par value, 23,786,590 and nil shares and authorized, issued and outstanding as of December 31, 2023 and 2024, respectively)		493,788			—
Series D convertible redeemable preferred shares (US$0.0001 par value, 37,152,161 and nil shares authorized, issued and outstanding as of December 31, 2023 and 2024, respectively)		1,059,434			—
Series E convertible redeemable preferred shares (US$0.0001 par value, 26,417,318 and nil shares authorized, issued and outstanding as of December 31, 2023 and 2024, respectively)		1,402,802			—

Total mezzanine equity		3,563,681			—

Shareholders’ (deficit)/equity
Ordinary shares (US$0.0001 par value per share; 390,518,031 shares authorized as of December 31, 2023; 48,253,425 shares issued and outstanding as of December 31, 2023 ; None authorized, issued and outstanding as of December 31, 2024)		33			—
Class A Ordinary shares (US$0.0001 par value per share; none authorized, issued and outstanding as of December 31, 2023; 483,068,176 Class A ordinary shares authorized, 163,294,773 Class A ordinary shares issued and outstanding as of December 31, 2024)		—			118
Class B Ordinary shares (US$0.0001 par value per share; none authorized, issued and outstanding as of December 31, 2023; 16,931,824 Class B ordinary shares authorized, issued and outstanding as of December 31, 2024)		—			11
Additional paid-in capital		16,671			3,489,553
Accumulated other comprehensive income		23,775			25,096
Accumulated deficit		(3,486,359	)		(3,287,548	)

Total shareholders’ (deficit)/equity		(3,445,880	)		227,230

Total liabilities, mezzanine equity and shareholders’ (deficit)/equity		266,533			285,899

Statements of Comprehensive Loss


	Year Ended December 31, 2022			Year Ended December 31, 2023			Year Ended December 31, 2024
	RMB			RMB			RMB
General and administrative		(9,050	)		(27,856	)		(15,730	)
Equity in loss of the Group’s entities		(575,930	)		(295,718	)		(106,358	)

Loss from operation		(584,980	)		(323,574	)		(122,088	)

Interest and investment income		2,454			756			408
Interest expense		(59	)		(56	)		(23	)
Impairment of available-for-sale debt securities		—			—			(4,428	)
Change in fair value of derivative liabilities		(32,190	)		102,419			34,378

Loss before income tax expense		(614,775	)		(220,455	)		(91,753	)

Net loss		(614,775	)		(220,455	)		(91,753	)

Net accretion on convertible redeemable preferred shares to redemption value		(396,716	)		(9,452	)		(290,543	)
Deemed contribution to ordinary shareholders due to modifications and extinguishment on convertible redeemable preferred shares		—			—			672,170
Deemed dividend to preferred shareholders due to modifications		—			—			(5,940	)

Net (loss)/income attributable to ordinary shareholders		(1,011,491	)		(229,907	)		283,934

Statement of Cash Flows


	Year Ended December 31, 2022			Year Ended December 31, 2023			Year Ended December 31, 2024
	RMB			RMB			RMB
Net cash used in operating activities		(6,211	)		(29,486	)		(20,519	)
Net cash used in investing activities		(150,456	)		(172,856	)		(44,013	)
Net cash (used in)/ provided by in financing activities		(2,425	)		(3,896	)		151,029
Effect of exchange rate changes on cash and cash equivalents		22,430			8,146			(2,504	)

Net (decrease)/increase in cash and cash equivalents		(136,662	)		(198,092	)		83,993
Cash and cash equivalents at beginning of the year		350,220			213,558			15,466

Cash and cash equivalents at end of the year		213,558			15,466			99,459