UTime Ltd. Files 2024 Annual Report

TL;DR

UTime Ltd. dropped its 20-F, check out their annual performance for FY24.

AI Summary

UTime Ltd. filed its annual report on Form 20-F for the fiscal year ended March 31, 2024. The company, incorporated in the Cayman Islands and operating from Shenzhen, China, is involved in the electronic and other electrical equipment sector, excluding computer equipment. The filing details its business operations and financial standing as of the reporting period.

Why It Matters

This filing provides investors and stakeholders with a comprehensive overview of UTime Ltd.'s performance and financial health for the past fiscal year, crucial for investment decisions.

Risk Assessment

Risk Level: medium — As a foreign private issuer filing a 20-F, the company operates under different regulatory and reporting standards than domestic US companies, which can introduce additional complexities and risks.

Key Numbers

• 20240331 — Fiscal Year End (Marks the end of the reporting period for the annual report.)
• 001-40306 — SEC File Number (Identifies the company's filing history with the SEC.)

Key Players & Entities

• UTime Ltd (company) — Filer of the 20-F
• 0001013762-24-002659 (dollar_amount) — Accession Number for the filing
• March 31, 2024 (date) — Fiscal year end date
• 001-40306 (dollar_amount) — SEC file number
• Cayman Islands (company) — Jurisdiction of incorporation

FAQ

Key Financial Figures

• $0.0001 — istered Ordinary shares, par value US$ $0.0001 per share WTO NASDAQ Capital Market S
• $1.00 — People's Bank of China was RMB7.0950 to $1.00. 2 FORWARD-LOOKING STATEMENTS This

Filing Documents

• ea0209831-20f_utime.htm (20-F) — 3789KB
• ea020983101ex8-1_utime.htm (EX-8.1) — 5KB
• ea020983101ex12-1_utime.htm (EX-12.1) — 9KB
• ea020983101ex12-2_utime.htm (EX-12.2) — 9KB
• ea020983101ex13-1_utime.htm (EX-13.1) — 4KB
• ea020983101ex15-1_utime.htm (EX-15.1) — 2KB
• ea020983101ex15-2_utime.htm (EX-15.2) — 5KB
• ea020983101ex97-1_utime.htm (EX-97.1) — 36KB
• image_001.jpg (GRAPHIC) — 65KB
• image_002.jpg (GRAPHIC) — 39KB
• image_003.jpg (GRAPHIC) — 41KB
• image_004.jpg (GRAPHIC) — 44KB
• image_005.jpg (GRAPHIC) — 32KB
• ex15-1_001.jpg (GRAPHIC) — 75KB
• ex15-2_001.jpg (GRAPHIC) — 14KB
• 0001013762-24-002659.txt ( ) — 12963KB
• utme-20240331.xsd (EX-101.SCH) — 101KB
• utme-20240331_cal.xml (EX-101.CAL) — 88KB
• utme-20240331_def.xml (EX-101.DEF) — 477KB
• utme-20240331_lab.xml (EX-101.LAB) — 795KB
• utme-20240331_pre.xml (EX-101.PRE) — 482KB
• ea0209831-20f_utime_htm.xml (XML) — 1174KB

Item 18

Item 17 Item 18 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to 240.10D-1(b). 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 UTIME LIMITED FORM 20-F ANNUAL REPORT TABLE OF CONTENTS Page PART I 1 Item 1. Identity of Directors, Senior Management and Advisers 4 Item 2. Offer Statistics and Expected Timetable 4 Item 3. Key Information 4 Item 4. Information On The Company 64 Item 4A. Unresolved Staff Comments 98 Item 5. Operating And Financial Review And Prospects 99 Item 6. Directors, Senior Management And Employees 108 Item 7. Major Shareholders And Related Party Transactions 115 Item 8. Financial Information 116 Item 9. The Offer And Listing 118 Item 10. Additional Information 119 Item 11.

Quantitative And Qualitative Disclosures About Market Risk

Quantitative And Qualitative Disclosures About Market Risk 139 Item 12.

Description Of Securities Other Than Equity Securities

Description Of Securities Other Than Equity Securities 139 PART II 140 Item 13. Defaults, Dividend Arrearages And Delinquencies 140 Item 14. Material Modifications To The Rights Of Security Holders And Use Of Proceeds 140 Item 15.

Controls And Procedures

Controls And Procedures 140 Item 16. [Reserved] 142 Item 16A. Audit Committee Financial Expert 142 Item 16B. Code Of Ethics 142 Item 16C. Principal Accountant Fees and Services 142 Item 16D. Exemptions From The Listing Standards For Audit Committees 142 Item 16E. Purchases Of Equity Securities By The Issuer And Affiliated Purchasers 142 Item 16F. Change In Registrant's Certifying Accountant 142 Item 16G. Corporate Governance 142 Item 16H. Mine Safety Disclosure 143 Item 16I. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections. 143 Item 16J. Insider Trading Policies 143 PART III 144 Item 17.

Financial Statements

Financial Statements 144 Item 18.

Financial Statements

Financial Statements 144 Item 19. Exhibits 144 i PART I CERTAIN INFORMATION In this annual report on Form 20-F, unless otherwise indicated, "we," "us," "our," the "Company" or similar terms refer to UTime Limited, a Cayman Islands exempted company, and/or its wholly-owned subsidiaries, other than the variable interest entity, unless the context otherwise indicates; and "VIE" refers to the variable interest entity, United Time Technology Co., Ltd. UTime Limited's operations in China are conducted primarily through the VIE and its subsidiaries in China, and UTime Limited does not conduct any business on its own. The financial results of the VIE and its subsidiaries are consolidated into our financial statements for accounting purposes, but we do not hold any equity interest in the VIE or any of its subsidiaries. Investors are purchasing an interest in UTime Limited, a Cayman Islands holding company. Please see Item 3. Key Information - D. Risk Factors- Risks Related to Doing Business in China" beginning on page 16 for a detailed description of various risks related to doing business in China and other information that should be considered before making a decision to purchase any of our securities. For details on the effects of HFCA Act on us, see "Item 3. Key Information - D. Risk Factors - Risks Related to Doing Business in China - Our ordinary shares may be delisted under the HFCA Act if the PCAOB is unable to adequately inspect audit documentation located in China. The delisting of our ordinary shares, or the threat of their being delisted, may materially and adversely affect the value of your investment. Additionally, the inability of the PCAOB to conduct adequate inspections deprives our investors with the benefits of such inspections. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, and on December 29, 2022, a legislation entitled "Consolidated Appropriations Act, 2023" (the "Conso

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This report contains "forward-looking beliefs, projections and predictions about future events. All statements other than statements of historical fact are "forward-looking objectives of management for future operations, any statements concerning proposed new projects or other developments, any statements regarding future economic conditions or performance, any statements of management's beliefs, goals, strategies, intentions and objectives, and any statements of assumptions underlying any of the foregoing. Words such as "may", "will", "should", "could", "would", "predicts", "potential", "continue", "expects", "anticipates", "future", "intends", "plans", "believes", "estimates" and similar expressions, as well as statements in the future tense, identify forward-looking statements. These statements are necessarily or achievements, or industry results, to differ materially from any future results, performance or achievements described in or implied by such statements. Actual results may differ materially from expected results described in our forward-looking statements, including with respect to correct measurement and identification of factors affecting our business or the extent of their likely impact, and the accuracy and completeness of the publicly available information with respect to the factors upon which our business strategy is based or the success of our business.

Forward-looking statements

Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of whether, or the times by which, our performance or results may be achieved. Forward-looking statements are based on information available at the time those statements are made and management's belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to, those factors discussed under the headings "Risk Factors," "Operating and Financial Review and Prospects," and elsewhere in this report. 3

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT

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 VIE UTime Limited is not a Chinese operating company, but rather a Cayman Islands holding company with no equity ownership in the VIE. Our Cayman Islands holding company does not conduct business operations directly. We conduct our operations in China through the VIE and its subsidiaries in China. Our WFOE in China has maintained a series of contractual arrangements with the VIE and its shareholders, which established the VIE structure. Investing in UTime Limited's ordinary shares is highly speculative and involves a significant degree of risk. This variable interest entity structure involves unique risks to investors. There is no limitation or restriction on foreign investment in the industry where our VIE operates at present. We adopt the VIE structure, because Chinese laws prohibit foreign investors from holding more than 50% of equity interests in value-added telecommunication businesses, which we may explore and operate in the future, and our indirectly wholly-owned Chinese subsidiary, Shenzhen UTime Technology Consulting Co., Ltd., or UTime WFOE, as a foreign invested enterprise under Chinese laws, is not eligible to operate a value-added telecommunication business in China. Instead, our VIE and subsidiaries of VIE located inside the PRC are the Chinese operating companies. We do not have any equity ownership of the VIE, instead we receive the economic benefits of the VIE's business operations through certain contractual arrangements. Accordingly, we operate the businesses in China through the VIE and its subsidiaries, and rely on contractual arrangements among UTime WFOE, the VIE and its shareholders to control the business operations of the VIE. The VIE is consolidated for accounting purposes, but are not entities in which our Cayman Islands holding company, or our investors, own equity. Investors in our ordinary shares are not purchasing equity interest in the VI

View Full Filing

View this 20-F filing on SEC EDGAR