Jianpu Technology Inc. Files 20-F Annual Report

TL;DR

<b>Jianpu Technology Inc. has submitted its 2023 annual report on Form 20-F, detailing financial performance and corporate activities.</b>

AI Summary

Jianpu Technology Inc. (AIJTY) filed a Foreign Annual Report (20-F) with the SEC on April 19, 2024. Jianpu Technology Inc. filed its annual report on Form 20-F for the fiscal year ended December 31, 2023. The filing covers the period from January 1, 2023, to December 31, 2023. Key financial statement items such as Goodwill and Intangible Asset Impairment are detailed. The report includes information on Variable Interest Entities including Shanghai Anguo Insurance Brokers Ltd. Subsequent events up to February 29, 2024, are noted, including ADR information.

Why It Matters

For investors and stakeholders tracking Jianpu Technology Inc., this filing contains several important signals. The 20-F filing provides a comprehensive overview of Jianpu Technology's financial health and operational status for the fiscal year 2023, crucial for investors assessing the company's performance and future prospects. This filing includes details on variable interest entities and subsequent events, offering insights into the company's structure and recent developments that could impact its business.

Risk Assessment

Risk Level: — Jianpu Technology Inc. shows moderate risk based on this filing. The company operates within China's financial technology sector, which is subject to evolving regulatory landscapes and potential government interventions, posing a medium risk to its operations and growth.

Analyst Insight

Investors should review the detailed financial statements and risk factors in the 20-F filing to understand Jianpu Technology's financial position and the specific risks associated with its operations in China.

Key Numbers

• 2023-12-31 — Fiscal Year End (Period of Report)
• 2024-04-19 — Filing Date (Date Filed)
• 0001713923 — Central Index Key (Filer Identification)
• 7370 — SIC Code (Industry Classification)
• 001-38278 — SEC File Number (SEC Filing Information)

Key Players & Entities

• Jianpu Technology Inc. (company) — Filer
• Shanghai Anguo Insurance Brokers Ltd (company) — Variable Interest Entity
• Beijing Rongdiandian Information Technology Co Ltd (company) — Variable Interest Entity
• Beijing Kartner Information Technology Co Ltd (company) — Variable Interest Entity
• Beijing Guangkezhixun Information Technology Co. Ltd (company) — Variable Interest Entity
• ADR (company) — Subsequent Event
• China (country) — Business Address
• Beijing (location) — Business Address

FAQ

Risk Factors

• Regulatory Environment in China [medium — regulatory]: The company's operations are subject to the evolving regulatory landscape in China, which can impact its business model and profitability.

Industry Context

Jianpu Technology Inc. operates in the financial technology sector, providing services related to data processing and information technology.

Regulatory Implications

The company is subject to Chinese regulations governing financial services and technology, which are subject to change.

What Investors Should Do

1. Review the detailed financial statements for the fiscal year ended December 31, 2023.
2. Analyze the risk factors section for potential impacts on the company's operations.
3. Investigate the details of the variable interest entities mentioned in the filing.

Key Dates

• 2023-12-31: Fiscal Year End — Reporting period for the annual financial statements.
• 2024-04-19: Filing Date — Date the 20-F was officially submitted to the SEC.
• 2024-02-29: Subsequent Event Date — Date related to ADR information and subsequent events.

Glossary

20-F

An annual report required for foreign private issuers with securities traded on U.S. stock exchanges. (Provides comprehensive financial and operational information for investors.)

Variable Interest Entity (VIE)

A structure used by Chinese companies to comply with foreign ownership restrictions in certain industries. (Relevant for understanding Jianpu Technology's corporate structure and potential risks.)

Year-Over-Year Comparison

This filing represents the annual report for the fiscal year 2023, providing updated financial and operational data compared to previous filings.

Key Financial Figures

• $0.0001 — Class A ordinary shares, par value US$0.0001 per share (Title of Class) Securitie
• $1 — t were made at a rate of RMB7.0999 to US$1.00, the exchange rate in effect on Dece

Filing Documents

• jt-20231231x20f.htm (20-F) — 4834KB
• jt-20231231xex2d4.htm (EX-2.4) — 133KB
• jt-20231231xex8d1.htm (EX-8.1) — 3KB
• jt-20231231xex12d1.htm (EX-12.1) — 10KB
• jt-20231231xex12d2.htm (EX-12.2) — 8KB
• jt-20231231xex13d1.htm (EX-13.1) — 7KB
• jt-20231231xex13d2.htm (EX-13.2) — 7KB
• jt-20231231xex15d1.htm (EX-15.1) — 13KB
• jt-20231231xex15d2.htm (EX-15.2) — 2KB
• jt-20231231xex97d1.htm (EX-97.1) — 32KB
• jt-20231231x20f001.jpg (GRAPHIC) — 56KB
• jt-20231231xex15d1001.jpg (GRAPHIC) — 6KB
• jt-20231231x20f007.jpg (GRAPHIC) — 1KB
• jt-20231231x20f009.jpg (GRAPHIC) — 42KB
• 0001104659-24-049088.txt (&nbsp;) — 15481KB
• jt-20231231.xsd (EX-101.SCH) — 82KB
• jt-20231231_cal.xml (EX-101.CAL) — 97KB
• jt-20231231_def.xml (EX-101.DEF) — 370KB
• jt-20231231_lab.xml (EX-101.LAB) — 719KB
• jt-20231231_pre.xml (EX-101.PRE) — 553KB
• jt-20231231x20f_htm.xml (XML) — 2526KB

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS 2 PART I 3

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 3

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3

KEY INFORMATION

ITEM 3. KEY INFORMATION 3

INFORMATION ON THE COMPANY

ITEM 4. INFORMATION ON THE COMPANY 70

UNRESOLVED STAFF COMMENTS

ITEM 4A. UNRESOLVED STAFF COMMENTS 99

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 100

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 120

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 131

FINANCIAL INFORMATION

ITEM 8. FINANCIAL INFORMATION 133

THE OFFER AND LISTING

ITEM 9. THE OFFER AND LISTING 134

ADDITIONAL INFORMATION

ITEM 10. ADDITIONAL INFORMATION 135

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 151

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 152 PART II 154

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 154

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 154

CONTROLS AND PROCEDURES

ITEM 15. CONTROLS AND PROCEDURES 154

AUDIT COMMITTEE FINANCIAL EXPERT

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 155

CODE OF ETHICS

ITEM 16B. CODE OF ETHICS 155

PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 156

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 156

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 156

CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 157

CORPORATE GOVERNANCE

ITEM 16G. CORPORATE GOVERNANCE 157

MINE SAFETY DISCLOSURE

ITEM 16H. MINE SAFETY DISCLOSURE 157

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 157

INSIDER TRADING POLICIES

ITEM 16J. INSIDER TRADING POLICIES 157

CYBERSECURITY

ITEM 16K. CYBERSECURITY 157 PART III 159

FINANCIAL STATEMENTS

ITEM 17. FINANCIAL STATEMENTS 159

FINANCIAL STATEMENTS

ITEM 18. FINANCIAL STATEMENTS 159

EXHIBITS

ITEM 19. EXHIBITS 159

SIGNATURES

SIGNATURES 161 i Table of Contents INTRODUCTION Except where the context otherwise requires and for purposes of this annual report only: "ADSs" refers to our American depositary shares, each of which represents 20 Class A ordinary shares. Except as otherwise indicated, all ADS and per ADS data in this annual report give retroactive effect to the change in the ratio of ADSs to Class A ordinary shares from two ADSs to five Class A ordinary shares to one ADS to 20 Class A ordinary shares, or the ADS Ratio, which became effective on October 30, 2020; "China" or "PRC" refers to the People's Republic of China; "Class A ordinary shares" refers to our Class A ordinary shares, par value US$0.0001 per share; "Class B ordinary shares" refers to our Class B ordinary shares, par value US$0.0001 per share; "Restructuring" refers to a corporate restructuring we completed in 2018 in order to strengthen our positioning as an independent open platform (for more information, see "Item 4. Information on the Company—A. History and Development of the Company"). As part of the Restructuring, all business operations previously operated by RONG360 prior to the Restructuring except for the digital lending business was transferred from RONG360 to us; "RONG360" means RONG360 Inc., a Cayman Islands exempted company, its subsidiaries and its consolidated variable interest entity, but, prior to the Restructuring, exclude Jianpu Technology Inc., its subsidiaries and its consolidated variable interest entities; "shares" or "ordinary shares" refers to our Class A and Class B ordinary shares, par value US$0.0001 per share; "VIE" refers to variable interest entity, and "the VIEs" refer to Beijing Rongdiandian Information Technology Co., Ltd., or RDD, Beijing Kartner Information Technology Co., Ltd., or KTN, Beijing Guangkezhixun Information Technology Co., Ltd., or GKZX, and Beijing Tianyi Chuangshi Technology Co., Ltd., or TCT; and "we," "us," "our company" and "our" refer to Jianpu

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This annual report on Form 20-F contains forward-looking statements that involve risks and uncertainties. All statements other than statements of current or historical facts are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. You can identify these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "likely to" or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include, but are not limited to, statements about: our goals and strategies; our future business development, financial condition and results of operations; expected changes in our revenues, costs or expenditures; our expectations regarding demand for and market acceptance of our services; our expectation regarding the impact of any communicable diseases on our business, financial condition and results of operations; prospects for and competition in our industry, and government policies and regulations relating to us, and their future development. You should read this annual report and the documents that we refer to in this annual report with the understanding that our actual future results may be materially different from and worse than what we expect. Other sections of this annual report include additional factors which could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not po

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not applicable.

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable.

KEY INFORMATION

ITEM 3. KEY INFORMATION Our Holding Company Structure and Contractual Arrangements with the VIEs Jianpu Technology Inc. is not an operating company in China but a Cayman Islands holding company with no equity ownership in the VIEs. We conduct our operations in China through (i) our subsidiaries in mainland China and (ii) the VIEs with which we have maintained contractual arrangements and their subsidiaries in China. The laws and regulations of mainland China impose restrictions on foreign direct investment in companies involved in the value-added telecommunication services. Therefore, we operate such business or may operate certain other businesses which are also subject to foreign investment restrictions in mainland China through Beijing Rongdiandian Information Technology Co., Ltd., or RDD, Beijing Kartner Information Technology Co., Ltd., or KTN, Beijing Guangkezhixun Information Technology Co., Ltd., or GKZX, and Beijing Tianyi Chuangshi Technology Co., Ltd., or TCT, which we refer to collectively as "the VIEs" in this annual report, and rely on contractual arrangements among our subsidiaries in mainland China, the VIEs and their respective nominee shareholders to control the business operations of the VIEs. Such structure is used to provide investors with exposure to foreign investment in China-based companies where laws and regulations in mainland China prohibit or restrict direct foreign investment in operating companies. Revenues, excluding intercompany revenues, contributed by the VIEs accounted for 18.1%, 18.5% and 22.5% of our total revenues for the year ended December 31, 2021, 2022 and 2023, respectively. As used in this annual report, "we," "us," "our company" and "our" refer to Jianpu Technology Inc., a Cayman Islands exempted company with limited liabilities, and its subsidiaries. The description in this annual report of our operations in China prior to the Restructuring excludes the digital lending business that was previously operated by and co

View Full Filing

View this 20-F filing on SEC EDGAR