Baijiayun Group Ltd. Files 2024 Annual Report

TL;DR

Baijiayun Group Ltd. (formerly Fuwei Films) filed its 2024 annual 20-F report. Check financials.

AI Summary

Baijiayun Group Ltd. filed its annual report on Form 20-F for the fiscal year ended June 30, 2024. The company, formerly known as Fuwei Films (Holdings), Co. Ltd., is based in Nanjing, China. This filing serves as an annual report under Section 13 or 15(d) of the Securities Exchange Act of 1934.

Why It Matters

This 20-F filing provides investors with a comprehensive overview of Baijiayun Group Ltd.'s financial performance and business operations for the fiscal year ending June 30, 2024, which is crucial for understanding the company's current standing and future prospects.

Risk Assessment

Risk Level: medium — As a foreign private issuer filing a 20-F, the company is subject to different reporting and regulatory standards than U.S. domestic issuers, which can introduce additional complexities and risks for investors.

Key Numbers

• 20240630 — Fiscal Year End (The period covered by the annual report.)
• 20241025 — Filing Date (The date the report was submitted to the SEC.)

Key Players & Entities

• Baijiayun Group Ltd (company) — Registrant
• Fuwei Films (Holdings), Co. Ltd. (company) — Former company name
• June 30, 2024 (date) — Fiscal year end
• 20241025 (date) — Filing date
• 001-33176 (dollar_amount) — SEC file number

FAQ

Key Financial Figures

• $0.0001 — d Class A ordinary shares, par value US$0.0001 per share RTC The Nasdaq Stock Market L
• $2.59504 — 20,616,657 ordinary shares, par value US$2.59504 per share of Baijiayun Group Ltd, inclu
• $47.9 million — to our subsidiaries in Hong Kong was US$47.9 million and US$2.0 million, respectively; and (
• $2.0 m — in Hong Kong was US$47.9 million and US$2.0 million, respectively; and (2) the aggreg
• $61.9 million — ugh our subsidiaries in Hong Kong was US$61.9 million and US$3.4 million, respectively. For t
• $3.4 m — in Hong Kong was US$61.9 million and US$3.4 million, respectively. For the 2022, 2023

Filing Documents

• ea0217328-20f_baijiayun.htm (20-F) — 2869KB
• ea021732801ex2-1_baijiayun.htm (EX-2.1) — 3KB
• ea021732801ex2-2_baijiayun.htm (EX-2.2) — 87KB
• ea021732801ex8-1_baijiayun.htm (EX-8.1) — 16KB
• ea021732801ex12-1_baijiayun.htm (EX-12.1) — 11KB
• ea021732801ex12-2_baijiayun.htm (EX-12.2) — 11KB
• ea021732801ex13-1_baijiayun.htm (EX-13.1) — 4KB
• ea021732801ex13-2_baijiayun.htm (EX-13.2) — 4KB
• ea021732801ex15-1_baijiayun.htm (EX-15.1) — 4KB
• ea021732801ex15-2_baijiayun.htm (EX-15.2) — 2KB
• ea021732801ex15-3_baijiayun.htm (EX-15.3) — 4KB
• ea021732801ex15-4_baijiayun.htm (EX-15.4) — 2KB
• ea021732801ex16-3_baijiayun.htm (EX-16.3) — 5KB
• image_001.jpg (GRAPHIC) — 175KB
• ex15-1_001.jpg (GRAPHIC) — 38KB
• ex15-3_001.jpg (GRAPHIC) — 6KB
• ex15-4_001.jpg (GRAPHIC) — 3KB
• ex16-3_001.jpg (GRAPHIC) — 6KB
• 0001213900-24-090526.txt ( ) — 14991KB
• rtc-20240630.xsd (EX-101.SCH) — 151KB
• rtc-20240630_cal.xml (EX-101.CAL) — 107KB
• rtc-20240630_def.xml (EX-101.DEF) — 690KB
• rtc-20240630_lab.xml (EX-101.LAB) — 1199KB
• rtc-20240630_pre.xml (EX-101.PRE) — 699KB
• ea0217328-20f_baijiayun_htm.xml (XML) — 1753KB

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 100 Item 12.

Description of Securities Other than Equity Securities

Description of Securities Other than Equity Securities 100 PART II 101 Item 13. Defaults, Dividend Arrearages and Delinquencies 101 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 101 Item 15.

Controls and Procedures

Controls and Procedures 101 Item 16A. Audit Committee Financial Expert 101 Item 16B. Code of Ethics 101 Item 16C. Principal Accountant Fees and Services 101 Item 16D. Exemptions from the Listing Standards for Audit Committees 102 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 102 Item 16F. Change in Registrant's Certifying Accountant 102 Item 16G. Corporate Governance 103 Item 16H. Mine Safety Disclosure 104 Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 104 Item 16J. Insider Trading Policies 104 Item 16K. Cybersecurity 104 PART III 105 Item 17.

Financial Statements

Financial Statements 105 Item 18.

Financial Statements

Financial Statements 105 Item 19. Exhibits 105 i INTRODUCTION Conventions that apply to this annual report on Form 20-F In this annual report on Form 20-F, each of the following terms has the meaning ascribed to it below: "BaiJiaYun Group" means BaiJiaYun Group Co., Ltd., a PRC limited liability company. "Baijia Cloud Technology" means Baijia Cloud Technology Co., Ltd., a PRC limited liability company. "Beijing WFOE" means Beijing Baishilian Technology Co., Ltd., a PRC limited liability company. "BOPET film business" means the manufacture and distribution of BOPET (biaxially-oriented polyethylene terephthalate) film principally engaged by Fuwei. "BJY" means BaiJiaYun Limited, a Cayman Islands exempted company with limited liability and the wholly-owned subsidiary of Baijiayun Group Ltd. "CAC" means the Cyberspace Administration of China. "China" or "PRC" means the People's Republic of China, excluding, for the purpose of this annual report on Form 20-F only, Taiwan, Hong Kong and Macau. "Class A ordinary share" means a Class A ordinary share in the capital of our company, with a par value of US$0.0001 per share. "Class B ordinary share" means a Class B ordinary share in the capital of our company, with a par value of US$0.0001 per share. "Code" means the U.S. Internal Revenue Code of 1986, as amended. "Companies Act" means the Companies Act (As Revised) of the Cayman Islands. "COVID-19" means SARS-CoV-2 or COVID-19, and any evolutions thereof. "CSRC" means the Chinese Securities Regulatory Commission. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. "fiscal year" means the period from July 1 of the previous calendar year to June 30 of the concerned calendar year. "Fuwei" means Fuwei Films (Holdings) Co., Ltd., the former name of our company prior the consummation of the Merger. "GAAP" means United States generally accepted accounting principles.

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 Implications of Being a Company with the Holding Company Structure and the VIE Structure Baijiayun Group Ltd is a Cayman Islands holding company with no substantive operations. We have carried out our video-centric technology solution business through Zhejiang WFOE since January 2, 2023 (and through Beijing WFOE from September 7, 2021 to January 1, 2023) and its contractual arrangements, commonly known as the VIE structure, with the VIEs based in China and their respective shareholders, due to the PRC regulatory restrictions on direct foreign investment in internet-related services. Our shareholders hold the equity securities of Baijiayun Group Ltd, the Cayman Islands holding company, rather than the equity securities of the VIEs, through which our operations are conducted. The VIE structure was established through a series of agreements entered into among Zhejiang WFOE, the VIEs and their respective shareholders, comprising exclusive technical and consulting services agreements, powers of attorney, exclusive option agreements, and equity interest pledge agreements. The contractual arrangements allow us to (1) be considered as the primary beneficiary of the VIEs for accounting purposes and consolidate the financial results of the VIEs, (2) receive substantially all of the economic benefits of the VIEs, (3) have the pledge right over the equity interests in the VIEs as the pledgee, and (4) have an exclusive option to purchase all or part of the equity interests in the VIEs when and to the extent permitted by PRC law. For details, see "Item 4. Information on the Company — C. Organizational Structure — Contractual Arrangements and Corporate Structure." The VIE structure is not equivalent of an investment in the equity interest of such entities. Neither Baijiayun Group Ltd nor our WFOEs owns any equity interests in the VIEs and their respective subsidiaries. Our contractual arrangements with the VIEs and their respective shareholders are no

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View this 20-F filing on SEC EDGAR