RLX Technology Inc. Files 20-F Annual Report for Fiscal Year 2023

TL;DR

<b>RLX Technology Inc. has submitted its 2023 annual report on Form 20-F, detailing financial data and equity plan information.</b>

AI Summary

RLX Technology Inc. (RLX) filed a Foreign Annual Report (20-F) with the SEC on April 19, 2024. RLX 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. The company's principal executive offices are located in Beijing, China. The filing includes data related to common stock, treasury stock, retained earnings, and additional paid-in capital for fiscal years 2021, 2022, and 2023. Information regarding equity incentive plans, including restricted stock units and employee stock options, is also detailed for the fiscal years 2021, 2022, and 2023.

Why It Matters

For investors and stakeholders tracking RLX Technology Inc., this filing contains several important signals. This 20-F filing provides a comprehensive overview of RLX Technology's financial position and equity structure for the fiscal year 2023, which is crucial for investors to assess the company's performance and stability. The detailed information on incentive plans and stock movements offers insights into the company's compensation strategies and potential dilution effects for shareholders.

Risk Assessment

Risk Level: medium — RLX Technology Inc. shows moderate risk based on this filing. The company operates in the tobacco industry, which is subject to significant regulatory scrutiny and potential changes in laws and policies globally, impacting its business operations and financial results.

Analyst Insight

Investors should review the detailed financial statements and risk factors in the 20-F filing to understand RLX Technology's current financial health and future prospects.

Key Numbers

• 2023-12-31 — Fiscal Year End (Period covered by the 20-F filing)
• 0001828365 — Central Index Key (Unique identifier for RLX Technology Inc.)
• 2111 — Standard Industrial Classification (Industry code for CIGARETTES)
• 100026 — ZIP Code (Business address ZIP code in Beijing)
• 86 (10) 2173-7265 — Business Phone (Contact number for RLX Technology Inc.)

Key Players & Entities

• RLX Technology Inc. (company) — Filer of the 20-F report
• 20-F (document) — Form type filed by the company
• Beijing (location) — City where the company's principal executive offices are located
• 2023 (date) — Fiscal year end
• 2021-12-31 (date) — Fiscal year end for which data is provided
• 2022-12-31 (date) — Fiscal year end for which data is provided
• 2021-01-01 (date) — Start date for data related to equity incentive plans
• 2023-12-31 (date) — End date for data related to equity incentive plans

FAQ

Risk Factors

• Extensive Government Regulations [high — regulatory]: The company's operations are subject to extensive government regulations in China, including those related to the tobacco industry, which could adversely affect its business.
• Intense Competition [medium — market]: The company faces intense competition in the e-cigarette market, which could impact its market share and profitability.
• Supply Chain Risks [medium — operational]: Disruptions in the supply chain or reliance on key suppliers could adversely affect the company's ability to manufacture and distribute its products.
• Currency Fluctuations [low — financial]: As a company with international operations, RLX Technology is exposed to risks associated with currency exchange rate fluctuations.

Key Financial Figures

• $0.00001 — ne Class A ordinary share, par value US$0.00001 per share RLX New York Stock Exchan
• $ — diagram of our corporate structure; "US$," "U.S. dollars," "$," and "dollars" re
• $1 — rt are made at a rate of RMB7.0999 to US$1.00, the exchange rate in effect as of D

Filing Documents

• rlx-20231231x20f.htm (20-F) — 5057KB
• rlx-20231231xex4d13.htm (EX-4.13) — 163KB
• rlx-20231231xex8d1.htm (EX-8.1) — 11KB
• rlx-20231231xex11d1.htm (EX-11.1) — 58KB
• rlx-20231231xex12d1.htm (EX-12.1) — 12KB
• rlx-20231231xex12d2.htm (EX-12.2) — 12KB
• rlx-20231231xex13d1.htm (EX-13.1) — 5KB
• rlx-20231231xex13d2.htm (EX-13.2) — 5KB
• rlx-20231231xex15d1.htm (EX-15.1) — 8KB
• rlx-20231231xex15d2.htm (EX-15.2) — 5KB
• rlx-20231231xex15d3.htm (EX-15.3) — 2KB
• rlx-20231231xex97d1.htm (EX-97.1) — 37KB
• rlx-20231231x20f002.jpg (GRAPHIC) — 60KB
• rlx-20231231xex15d1001.jpg (GRAPHIC) — 6KB
• rlx-20231231x20f011.jpg (GRAPHIC) — 46KB
• rlx-20231231xex15d1002.jpg (GRAPHIC) — 45KB
• rlx-20231231xex15d2001.jpg (GRAPHIC) — 5KB
• 0001104659-24-049421.txt (&nbsp;) — 17700KB
• rlx-20231231.xsd (EX-101.SCH) — 119KB
• rlx-20231231_cal.xml (EX-101.CAL) — 117KB
• rlx-20231231_def.xml (EX-101.DEF) — 413KB
• rlx-20231231_lab.xml (EX-101.LAB) — 887KB
• rlx-20231231_pre.xml (EX-101.PRE) — 707KB
• rlx-20231231x20f_htm.xml (XML) — 2836KB

Item 18

Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No [APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS] Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No Table of Contents TABLE OF CONTENTS Page Introduction 1 Forward-Looking Information 3 P ART I. 4 Item 1. I dentity of Directors, Senior Management and Advisers 4 Item 2. O ffer Statistics and Expected Timetable 4 Item 3. K ey Information 4 Item 4. Information on the Company 76 Item 4.A. Unresolved Staff Comments 113 Item 5. Operating and Financial Review and Prospects 113 Item 6. Directors, Senior Management and Employees 128 Item 7. Major Shareholders and Related Party Transactions 137 Item 8. Financial Information 139 Item 9. The Offer and Listing 140 Item 10. Additional Information 140 Item 11.

Quantitative and Qualitative Disclosures about Market Risk and Concentration Risk

Quantitative and Qualitative Disclosures about Market Risk and Concentration Risk 152 Item 12.

Description of Securities Other than Equity Securities

Description of Securities Other than Equity Securities 153 P ART II. 155 Item 13. Defaults, Dividend Arrearages and Delinquencies 155 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 155 Item 15.

Controls and Procedures

Controls and Procedures 156 Item 16.A. Audit Committee Financial Expert 157 Item 16.B. Code of Ethics 157 Item 16.C. Principal Accountant Fees and Services 157 Item 16.D. Exemptions from the Listing Standards for Audit Committees 157 Item 16.E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 157 Item 16.F. Change in Registrant's Certifying Accountant 158 Item 16.G. Corporate Governance 158 Item 16.H. Mine Safety Disclosure 158

I

Item 16.I . Disclosure Regarding Foreign Jurisdictions That Prevent Inspections 158 Item 16.J. Insider Trading Policies 158 Item 16.K. Cybersecurity 159 P ART III. 160 Item 17.

Financial Statements

Financial Statements 160 Item 18.

Financial Statements

Financial Statements 160 Item 19. Exhibits 160 i Table of Contents INTRODUCTION Unless otherwise indicated or the context otherwise requires, references in this annual report to: "Acting-In-Concert Undertakings" refer to the Founders' Acting-In-Concert Undertakings and the Minority Shareholders' Acting-In-Concert Undertakings; "ADRs" refers to the American depositary receipts evidencing the ADSs; "ADSs" refers to the American depositary shares, each of which represents one Class A ordinary share; "China" or "PRC", unless otherwise specified herein, refers to the People's Republic of China, and only in the context of describing PRC laws, regulations and other legal or tax matters in this annual report, excludes Taiwan, Hong Kong, and Macau; "Class A ordinary shares" refers to our Class A ordinary shares, par value US$0.00001 per share; "Class B ordinary shares" refers to our Class B ordinary shares, par value US$0.00001 per share; "CAC" refers to the Cyberspace Administration of China; "CSRC" refers to the China Securities Regulatory Commission; "Founders' Acting-In-Concert Undertakings" refer to a series of acting-in-concert undertakings entered into on October 19, 2022 among RLX Technology Inc., Leo Valley Holding Limited, Ms. Ying (Kate) Wang, on the one hand, and each of Mr. Long (David) Jiang and Longtian Holding Limited, Mr. Yilong Wen and StarryInv Holding Limited, and certain minority shareholders of RLX Technology Inc., on the other hand; "KRW" refers to Korean won, the legal currency of South Korea; "Minority Shareholders' Acting-In-Concert Undertakings" refer to an acting-in-concert undertakings entered into on December 21, 2023 among RLX Technology Inc., Leo Valley Holding Limited, Ms. Ying (Kate) Wang, on the one hand, and certain minority shareholders of RLX Technology Inc., on the other hand; "MOFCOM" refers to the Ministry of Commerce; "NDRC" refers to the National Development and Reform Commission; "North Asia Business" refe

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 Consolidated Variable Interest Entity The following diagram illustrates our corporate structure as of the date of this annual report, including our principal subsidiaries, the variable interest entity and its principal subsidiaries: Note: (1) Beijing Wuxin Technology Center (Limited Partnership) and Tianjin Wuxin Technology Partnership (Limited Partnership) each holds 86.77% and 13.23% of the equity interests in Beijing Wuxin, respectively. Ms. Ying (Kate) Wang and Mr. Bing Du each holds 93.635% and 6.365% of the partnership interests in Beijing Wuxin Technology Center (Limited Partnership), respectively. Ms. Ying (Kate) Wang and Mr. Bing Du each holds 1.00% and 99.00% of the partnership interests in Tianjin Wuxin Technology Partnership (Limited Partnership), respectively. Ms. Wang is a beneficial owner and co-founder of our company and serves as the chairperson of our board of directors and the chief executive officer of our company. Mr. Du is a beneficial owner of our company. For details of the contractual arrangements between Beijing Wuxin and Beijing Yueke, see "Item 4. Information on the Company—C. Organizational Structure—Contractual Arrangements with the Consolidated Variable Interest Entity and its Shareholders." 4 Table of Contents RLX Technology Inc. is a Cayman Islands holding company. It does not conduct business operations directly in China and it does not have equity ownership in the consolidated variable interest entity in China. Rather, we conduct operations in China through (i) our PRC subsidiaries and (ii) the consolidated VIE with which we have maintained contractual arrangements and its subsidiaries. As advised by our PRC legal counsel, Han Kun Law Offices, according to the Several Policies and Measures in Relation to Promoting the Legalization and Standardization of the E-cigarettes Industry (for Trial Implementation), or the E-cigarettes Indust

View Full Filing

View this 20-F filing on SEC EDGAR