Exhibit 99.1
WIMI HOLOGRAM CLOUD INC. AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE
SHEETS
| |
December 31, | | |
June 30 | | |
June 30 | |
| |
2023 | | |
2024 | | |
2024 | |
| |
RMB | | |
RMB | | |
USD | |
ASSETS | |
| | |
| | |
| |
CURRENT ASSETS | |
| | |
| | |
| |
Cash and cash equivalents | |
| 338,175,706 | | |
| 502,705,130 | | |
| 70,537,286 | |
Short-term investments | |
| 435,659,383 | | |
| 659,278,049 | | |
| 92,506,882 | |
Accounts receivable, net | |
| 23,721,996 | | |
| 21,597,219 | | |
| 3,030,423 | |
Prepaid services fees | |
| 48,694,021 | | |
| 56,255,365 | | |
| 7,893,496 | |
Other receivables and prepaid expenses | |
| 10,475,174 | | |
| 14,241,560 | | |
| 1,998,311 | |
Deferred tax assets | |
| 987,848 | | |
| 55,723 | | |
| 7,819 | |
Total current assets | |
| 857,714,128 | | |
| 1,254,133,046 | | |
| 175,974,217 | |
| |
| | | |
| | | |
| | |
NON-CURRENT ASSETS | |
| | | |
| | | |
| | |
Property and equipment, net | |
| 92,134,718 | | |
| 89,722,709 | | |
| 12,589,481 | |
Equity investments | |
| 11,500,708 | | |
| 11,521,358 | | |
| 1,616,624 | |
Prepaid expenses and deposits | |
| 32,600 | | |
| 16,536 | | |
| 2,320 | |
Prepayments | |
| 69,089,480 | | |
| 69,089,480 | | |
| 9,694,320 | |
Operating lease right-of-use assets | |
| 538,987 | | |
| 1,250,509 | | |
| 175,466 | |
Total non-current assets | |
| 173,296,493 | | |
| 171,600,592 | | |
| 24,078,211 | |
| |
| | | |
| | | |
| | |
Total assets | |
| 1,031,010,621 | | |
| 1,425,733,638 | | |
| 200,052,428 | |
| |
| | | |
| | | |
| | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
CURRENT LIABILITIES | |
| | | |
| | | |
| | |
Accounts payable | |
| 30,152,570 | | |
| 23,390,988 | | |
| 3,282,117 | |
Advance from customers | |
| 10,387,169 | | |
| 13,792,056 | | |
| 1,935,238 | |
Other payables and accrued liabilities | |
| 170,485,403 | | |
| 322,574,923 | | |
| 45,262,239 | |
Amount due to related party – current | |
| 1,086,012 | | |
| 1,092,774 | | |
| 153,333 | |
Bank loans | |
| 13,500,000 | | |
| 17,854,286 | | |
| 2,505,232 | |
Operating lease liabilities – current | |
| 432,474 | | |
| 761,427 | | |
| 106,840 | |
Convertible notes payable | |
| - | | |
| 145,743,060 | | |
| 20,450,000 | |
Taxes payable | |
| 7,430,848 | | |
| 7,546,283 | | |
| 1,058,860 | |
Total current liabilities | |
| 233,474,476 | | |
| 532,755,797 | | |
| 74,753,859 | |
| |
| | | |
| | | |
| | |
NONCURRENT LIABILITIES | |
| | | |
| | | |
| | |
Amount due to related party – noncurrent | |
| 35,991,345 | | |
| 20,104,882 | | |
| 2,821,025 | |
Operating lease liabilities – noncurrent | |
| - | | |
| 403,330 | | |
| 56,593 | |
Total noncurrent liabilities | |
| 35,991,345 | | |
| 20,508,212 | | |
| 2,877,618 | |
| |
| | | |
| | | |
| | |
Total liabilities | |
| 269,465,821 | | |
| 553,264,009 | | |
| 77,631,477 | |
| |
| | | |
| | | |
| | |
COMMITMENTS AND CONTINGENCIES (refer to Note 16) | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
SHAREHOLDERS’ EQUITY | |
| | | |
| | | |
| | |
Class A ordinary shares, USD 0.0001 par value, 20,115,570 shares authorized, 20,115,570 shares issued and outstanding as of December 31, 2023 and June 30, 2024 | |
| 13,095 | | |
| 13,095 | | |
| 1,837 | |
Class B ordinary shares, USD 0.0001 par value, 466,967,730 shares authorized, 176,300,513 shares issued and outstanding as of December 31, 2023 and June 30, 2024 | |
| 117,681 | | |
| 117,681 | | |
| 16,512 | |
Additional paid-in capital | |
| 1,608,052,978 | | |
| 1,651,937,055 | | |
| 231,792,258 | |
Accumulated deficits | |
| (940,331,198 | ) | |
| (932,667,280 | ) | |
| (130,867,610 | ) |
Statutory reserves | |
| 25,647,972 | | |
| 25,647,972 | | |
| 3,598,806 | |
Accumulated other comprehensive income | |
| 59,475,542 | | |
| 4,757,613 | | |
| 667,567 | |
Total WiMi Hologram Cloud, Inc. shareholders’ equity | |
| 752,976,070 | | |
| 749,806,136 | | |
| 105,209,370 | |
| |
| | | |
| | | |
| | |
NONCONTROLLING INTERESTS | |
| 8,568,730 | | |
| 122,663,493 | | |
| 17,211,581 | |
| |
| | | |
| | | |
| | |
Total equity | |
| 761,544,800 | | |
| 872,469,629 | | |
| 122,420,951 | |
| |
| | | |
| | | |
| | |
Total liabilities and shareholders’ equity | |
| 1,031,010,621 | | |
| 1,425,733,638 | | |
| 200,052,428 | |
The accompanying notes are an integral part of
these unaudited interim condensed consolidated financial statements.
WIMI HOLOGRAM CLOUD INC. AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS
OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
| |
For the Six Months Ended June 30, | |
| |
2023 | | |
2024 | | |
2024 | |
| |
RMB | | |
RMB | | |
USD | |
| |
| | |
| | |
| |
OPERATING REVENUES | |
| | |
| | |
| |
AR services | |
| 254,823,992 | | |
| 290,815,771 | | |
| 40,805,940 | |
Semiconductor business | |
| 9,935,513 | | |
| - | | |
| - | |
Total operating revenues | |
| 264,759,505 | | |
| 290,815,771 | | |
| 40,805,940 | |
| |
| | | |
| | | |
| | |
COST OF REVENUES | |
| | | |
| | | |
| | |
AR services | |
| (173,883,371 | ) | |
| (203,244,381 | ) | |
| (28,518,323 | ) |
Semiconductor business | |
| (9,894,059 | ) | |
| - | | |
| - | |
Total cost of revenues | |
| (183,777,430 | ) | |
| (203,244,381 | ) | |
| (28,518,323 | ) |
| |
| | | |
| | | |
| | |
GROSS PROFIT | |
| 80,982,075 | | |
| 87,571,390 | | |
| 12,287,617 | |
| |
| | | |
| | | |
| | |
OPERATING EXPENSES | |
| | | |
| | | |
| | |
Selling expenses | |
| (1,813,101 | ) | |
| (1,214,817 | ) | |
| (170,458 | ) |
General and administrative expenses | |
| (14,802,510 | ) | |
| (17,664,460 | ) | |
| (2,478,596 | ) |
Research and development expenses | |
| (92,239,461 | ) | |
| (75,820,156 | ) | |
| (10,638,738 | ) |
Reversal of credit losses | |
| - | | |
| 3,799,355 | | |
| 533,108 | |
Stock compensation expenses | |
| (3,101,853 | ) | |
| - | | |
| - | |
Total operating expenses | |
| (111,956,925 | ) | |
| (90,900,078 | ) | |
| (12,754,684 | ) |
| |
| | | |
| | | |
| | |
LOSS FROM OPERATIONS | |
| (30,974,850 | ) | |
| (3,328,688 | ) | |
| (467,067 | ) |
| |
| | | |
| | | |
| | |
OTHER INCOME/(EXPENSE) | |
| | | |
| | | |
| | |
Investment income/(loss) | |
| 6,143,263 | | |
| (43,127,252 | ) | |
| (6,051,419 | ) |
Interest income | |
| 6,753,965 | | |
| 51,500,085 | | |
| 7,226,257 | |
Finance expenses, net | |
| (971,799 | ) | |
| (522,778 | ) | |
| (73,354 | ) |
Other income, net | |
| 617,655 | | |
| 7,741,097 | | |
| 1,086,195 | |
Gain from disposal of equity interest in unconsolidated subsidiary | |
| 47,975 | | |
| 1,416,187 | | |
| 198,713 | |
Total other income, net | |
| 12,591,059 | | |
| 17,007,339 | | |
| 2,386,392 | |
| |
| | | |
| | | |
| | |
(LOSS)/INCOME BEFORE INCOME TAXES | |
| (18,383,791 | ) | |
| 13,678,651 | | |
| 1,919,325 | |
| |
| | | |
| | | |
| | |
PROVISION FOR INCOME TAXES | |
| | | |
| | | |
| | |
Current | |
| (42,705 | ) | |
| (457,941 | ) | |
| (64,256 | ) |
Deferred | |
| - | | |
| (932,125 | ) | |
| (130,792 | ) |
Total provision for income tax | |
| (42,705 | ) | |
| (1,390,066 | ) | |
| (195,048 | ) |
| |
| | | |
| | | |
| | |
NET (LOSS)/INCOME | |
| (18,426,496 | ) | |
| 12,288,585 | | |
| 1,724,277 | |
| |
| | | |
| | | |
| | |
Less: Net (loss)/income attributable to non-controlling interests | |
| (16,231,959 | ) | |
| 4,624,667 | | |
| 648,912 | |
| |
| | | |
| | | |
| | |
NET (LOSS)/INCOME ATTRIBUTABLE TO WIMI HOLOGRAM CLOUD, INC. | |
| (2,194,537 | ) | |
| 7,663,918 | | |
| 1,075,365 | |
| |
| | | |
| | | |
| | |
NET (LOSS)/INCOME | |
| (18,426,496 | ) | |
| 12,288,585 | | |
| 1,724,277 | |
| |
| | | |
| | | |
| | |
OTHER COMPREHENSIVE INCOME/(LOSS) | |
| | | |
| | | |
| | |
Foreign currency translation adjustment | |
| 28,083,062 | | |
| (54,717,929 | ) | |
| (7,677,770 | ) |
| |
| | | |
| | | |
| | |
COMPREHENSIVE INCOME/(LOSS) | |
| 9,656,566 | | |
| (42,429,344 | ) | |
| (5,953,493 | ) |
| |
| | | |
| | | |
| | |
Less: Comprehensive (loss)/income attributable to non-controlling interests | |
| (16,386,082 | ) | |
| 5,623,675 | | |
| 794,002 | |
| |
| | | |
| | | |
| | |
COMPREHENSIVE INCOME/(LOSS) ATTRIBUTABLE TO WIMI HOLOGRAM CLOUD, INC. | |
| 26,042,648 | | |
| (48,053,019 | ) | |
| (6,747,495 | ) |
| |
| | | |
| | | |
| | |
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES | |
| | | |
| | | |
| | |
Basic and diluted | |
| 172,438,073 | | |
| 196,416,083 | | |
| 196,416,083 | |
| |
| | | |
| | | |
| | |
(LOSS)/EARN PER SHARE | |
| | | |
| | | |
| | |
Basic and diluted | |
| (0.01 | ) | |
| 0.04 | | |
| 0.01 | |
The accompanying notes are an integral part of
these unaudited interim condensed consolidated financial statements.
WIMI HOLOGRAM CLOUD INC. AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED
STATEMENTS OF SHAREHOLDERS’ EQUITY
|
|
Ordinary shares |
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
Class A |
|
|
Class B |
|
|
Additional |
|
|
Accumulated deficits |
|
|
other |
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
Par Value |
|
|
Shares |
|
|
Par value |
|
|
paid-in
capital |
|
|
Statutory
reserves |
|
|
Unrestricted |
|
|
comprehensive
income |
|
|
Noncontrolling
interests |
|
|
Total |
|
|
|
|
|
|
|
RMB |
|
|
|
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
BALANCE, December 31, 2022 |
|
|
20,115,570 |
|
|
|
13,095 |
|
|
|
153,300,513 |
|
|
|
102,127 |
|
|
|
1,552,410,496 |
|
|
|
24,478,153 |
|
|
|
(517,971,017 |
) |
|
|
(7,566,569 |
) |
|
|
97,898,474 |
|
|
|
1,149,364,759 |
|
|
Vesting of employee share compensation |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(1,438,152 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(1,438,152 |
) |
|
Net loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(2,194,537 |
) |
|
|
- |
|
|
|
(16,231,959 |
) |
|
|
(18,426,496 |
) |
|
Foreign currency translation |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
45,132 |
|
|
|
6,011,300 |
|
|
|
22,180,753 |
|
|
|
(154,123 |
) |
|
|
28,083,062 |
|
|
BALANCE, June 30, 2023 |
|
|
20,115,570 |
|
|
|
13,095 |
|
|
|
153,300,513 |
|
|
|
102,127 |
|
|
|
1,550,972,344 |
|
|
|
24,523,285 |
|
|
|
(514,154,254 |
) |
|
|
14,614,184 |
|
|
|
81,512,392 |
|
|
|
1,157,583,173 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
USD |
|
|
|
|
|
|
USD |
|
|
USD |
|
|
USD |
|
|
USD |
|
|
USD |
|
|
USD |
|
|
USD |
|
|
BALANCE, June 30, 2023 |
|
|
20,115,570 |
|
|
|
1,812 |
|
|
|
153,300,513 |
|
|
|
14,134 |
|
|
|
214,643,686 |
|
|
|
3,393,851 |
|
|
|
(71,155,340 |
) |
|
|
2,022,500 |
|
|
|
11,280,743 |
|
|
|
160,201,386 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares |
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
Class A |
|
|
Class B |
|
|
Additional |
|
|
Accumulated deficits |
|
|
other |
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
Par Value |
|
|
Shares |
|
|
Par value |
|
|
paid-in
capital |
|
|
Statutory
reserves |
|
|
Unrestricted |
|
|
comprehensive
income |
|
|
Noncontrolling
interests |
|
|
Total |
|
|
|
|
|
|
|
RMB |
|
|
|
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
BALANCE, December 31, 2023 |
|
|
20,115,570 |
|
|
|
13,095 |
|
|
|
176,300,513 |
|
|
|
117,681 |
|
|
|
1,608,052,978 |
|
|
|
25,647,972 |
|
|
|
(940,331,198 |
) |
|
|
59,475,542 |
|
|
|
8,568,730 |
|
|
|
761,544,800 |
|
|
Capital contribution from noncontrolling
interests |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
43,884,077 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
108,471,088 |
|
|
|
152,355,165 |
|
|
Net loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
7,663,918 |
|
|
|
- |
|
|
|
4,624,667 |
|
|
|
12,288,585 |
|
|
Foreign currency translation |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(54,717,929 |
) |
|
|
999,008 |
|
|
|
(53,718,921 |
) |
|
BALANCE, June 30, 2024 |
|
|
20,115,570 |
|
|
|
13,095 |
|
|
|
176,300,513 |
|
|
|
117,681 |
|
|
|
1,651,937,055 |
|
|
|
25,647,972 |
|
|
|
(932,667,280 |
) |
|
|
4,757,613 |
|
|
|
122,663,493 |
|
|
|
872,469,629 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| | |
USD | | |
| | |
USD | | |
USD | | |
USD | | |
USD | | |
USD | | |
USD | | |
USD | |
BALANCE, June 30, 2024 | |
| 20,115,570 | | |
| 1,837 | | |
| 176,300,513 | | |
| 16,512 | | |
| 231,792,258 | | |
| 3,598,806 | | |
| (130,867,610 | ) | |
| 667,567 | | |
| 17,211,581 | | |
| 122,420,951 | |
The accompanying notes are an integral part of
these unaudited interim condensed consolidated financial statements.
WIMI HOLOGRAM CLOUD INC. AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS
| |
For the Six Months Ended June 30, | |
| |
2023 | | |
2024 | | |
2024 | |
| |
RMB | | |
RMB | | |
USD | |
| |
| | |
| | |
| |
CASH FLOWS FROM OPERATING ACTIVITIES: | |
| | |
| | |
| |
Net (loss)/income | |
| (18,426,496 | ) | |
| 12,288,585 | | |
| 1,724,277 | |
Adjustments to reconcile net (loss)/income to net cash provided by (used in) operating activities: | |
| | | |
| | | |
| | |
Depreciation and amortization | |
| 741,838 | | |
| 2,413,427 | | |
| 338,641 | |
Amortization of operating lease right-of-use assets | |
| 313,457 | | |
| 552,744 | | |
| 77,559 | |
Loss on disposal of property and equipment | |
| - | | |
| 1,876 | | |
| 263 | |
Reversal of credit losses | |
| (4,329,244 | ) | |
| (3,799,355 | ) | |
| (533,108 | ) |
Stock compensation expenses | |
| 3,101,853 | | |
| - | | |
| - | |
Deferred income tax | |
| - | | |
| 932,125 | | |
| 130,792 | |
Loss on short-term investments-unrealized | |
| - | | |
| 39,716,654 | | |
| 5,572,859 | |
Gain on deconsolidation of subsidiaries | |
| - | | |
| (1,416,187 | ) | |
| (198,713 | ) |
Expenses from unconsolidated subsidiary | |
| 16,231,959 | | |
| - | | |
| - | |
Change in operating assets and liabilities: | |
| | | |
| | | |
| | |
Accounts receivables | |
| (14,520,459 | ) | |
| 2,895,826 | | |
| 406,329 | |
Inventories | |
| 909,048 | | |
| - | | |
| - | |
Prepaid services fees | |
| (20,836,323 | ) | |
| (7,561,344 | ) | |
| (1,060,974 | ) |
Other receivables and prepaid expenses | |
| (346,442 | ) | |
| (738,080 | ) | |
| (103,564 | ) |
Prepaid expenses and deposits | |
| - | | |
| 16,064 | | |
| 2,254 | |
Accounts payable | |
| 19,641,051 | | |
| (6,761,582 | ) | |
| (948,754 | ) |
Deferred revenue | |
| 6,790,680 | | |
| 3,404,887 | | |
| 477,758 | |
Other payables and accrued liabilities | |
| 7,548,721 | | |
| 108,701,238 | | |
| 15,252,461 | |
Operating lease liabilities | |
| (438,593 | ) | |
| (531,983 | ) | |
| (74,645 | ) |
Taxes payable | |
| (457,256 | ) | |
| 115,435 | | |
| 16,197 | |
Net cash (used in)/provided by operating activities | |
| (4,076,206 | ) | |
| 150,230,330 | | |
| 21,079,632 | |
| |
| | | |
| | | |
| | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |
| | | |
| | | |
| | |
Purchases of property and equipment | |
| (222,308 | ) | |
| (3,294 | ) | |
| (462 | ) |
Purchases of short-term investments | |
| (168,790,687 | ) | |
| (513,094,694 | ) | |
| (71,995,102 | ) |
Proceeds from sale of short-term investments | |
| 1,240,318 | | |
| 294,549,955 | | |
| 41,329,904 | |
Net cash used in investing activities | |
| (167,772,677 | ) | |
| (218,548,033 | ) | |
| (30,665,660 | ) |
| |
| | | |
| | | |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |
| | | |
| | | |
| | |
Proceeds from bank loans | |
| 8,500,000 | | |
| 13,140,000 | | |
| 1,843,745 | |
Repayments of bank loans | |
| - | | |
| (8,785,714 | ) | |
| (1,232,771 | ) |
Proceeds from related party loans | |
| 7,592,664 | | |
| 1,823,537 | | |
| 255,870 | |
Repayments to related party loans | |
| - | | |
| (17,710,000 | ) | |
| (2,484,986 | ) |
Capital contributions from noncontrolling interests | |
| - | | |
| 152,355,165 | | |
| 21,377,780 | |
Proceeds from convertible notes | |
| - | | |
| 145,743,060 | | |
| 20,450,000 | |
Net cash provided by financing activities | |
| 16,092,664 | | |
| 286,566,048 | | |
| 40,209,638 | |
| |
| | | |
| | | |
| | |
EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS | |
| 7,311,101 | | |
| (53,718,921 | ) | |
| (7,537,593 | ) |
| |
| | | |
| | | |
| | |
CHANGE IN CASH AND CASH EQUIVALENTS | |
| (148,445,118 | ) | |
| 164,529,424 | | |
| 23,086,017 | |
| |
| | | |
| | | |
| | |
CASH AND CASH EQUIVALENTS, beginning of period | |
| 572,782,081 | | |
| 338,175,706 | | |
| 47,451,269 | |
| |
| | | |
| | | |
| | |
CASH AND CASH EQUIVALENTS, end of period | |
| 424,336,963 | | |
| 502,705,130 | | |
| 70,537,286 | |
| |
| | | |
| | | |
| | |
SUPPLEMENTAL CASH FLOW INFORMATION: | |
| | | |
| | | |
| | |
Cash paid for income taxes | |
| 73,649 | | |
| 457,941 | | |
| 64,256 | |
Cash paid for interest | |
| 124,995 | | |
| 386,850 | | |
| 54,281 | |
| |
| | | |
| | | |
| | |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | |
| | | |
| | | |
| | |
Initial recognition of right-of-use assets and lease liabilities | |
| 586,741 | | |
| 707,265 | | |
| 99,240 | |
The accompanying notes are an integral part of
these unaudited interim condensed consolidated financial statements.
WIMI HOLOGRAM CLOUD INC. AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
Note 1 — Nature of business and organization
WiMi Hologram Cloud Inc. (“WiMi Cayman”
or the “Company”) is a holding company incorporated on August 16, 2018, under the laws of the Cayman Islands. The Company’s
headquarter is located in the city of Beijing, China. The Company operates through its subsidiaries, WiMi Hologram Cloud Limited (“WiMi
HK”), MicroAlgo Inc. (“MicroAlgo”), Tianjin Zhongzhengdaohe Investment Co., Ltd. (“TJ Zhongzheng”), and
Lixin Technology Co., Ltd. (“Lixin Technology”). On April 28, 2022, the Company also established Weeto Investment Pte.
Ltd. in Singapore.
(a) WiMi HK and subsidiaries
WiMi HK holds all of the outstanding equity of
Beijing Hologram WiMi Cloud Network Technology Co., Ltd. (“WiMi WFOE”) which was established on September 20,
2018 under the law of the People’s Republic of China (“PRC” or “China”). WiMi WFOE, through its variable
interest entity (“VIE”), Beijing WiMi Cloud Software Co., Ltd. (“Beijing WiMi”) and its subsidiaries,
engages in providing augmented reality related products and services.
On December 18, 2020, with consent of WiMi
WFOE and approval of board, the original shareholders of Beijing WiMi terminated the original VIE agreements that were entered into on
November 6, 2018. The original shareholders who collectively owned 17.9% of Beijing WiMi transferred their 17.9% equity interests
of Beijing WiMi to Ms. Yao Zhaohua and Ms. Sun Yadong pursuant to share transfer agreements. As a result, Ms. Yao Zhaohua and Ms. Sun
Yadong owned 99.90% and 0.1% of Beijing WiMi, respectively. Ms. Yao Zhaohua and Ms. Sun Yadong entered into contractual agreements (see
contractual agreements below) with WiMi WFOE on December 18, 2020. As such, WiMi WFOE maintained effective control of Beijing WiMi.
On June 1, 2020, Wimi HK established ICinit
Limited (“ICinit”) in Hong Kong, and Wimi HK has a 51% equity interest in ICinit, which primarily engages in sales computer
chip and intelligent chip products.
On October 1, 2021, the Company’s board
approved the equity transfer agreement between WiMi HK and Lucky Monkey Holding Limited, pursuant to which WiMi HK transferred 2% of the
issued share capital of ICinit for a consideration of HKD 50,000 (approximately RMB 60,321or USD 6,400). The Company concluded that
it had lost controlling financial interest in ICinit on October 1, 2021 and deconsolidated ICinit on October 1, 2021 and recorded
the fair value of its investment as equity investment. As the deconsolidation did not present a strategic change on the Company’s
operation, the deconsolidation was not presented as discontinued operations.
On May 25, 2022, the Company entered into an equity transfer agreement
between WiMi HK and Lucky Monkey Holding Limited, pursuant to which WiMi HK transferred 30% of the issued share capital of ICinit for
a consideration of HKD 3,050,000 (approximately RMB 3,594,155 or USD 391,186). As a result of the transfer, the Company now owns
19% equity interest of ICinit and concluded the Company no longer has significant influence over ICinit and investment in ICinit from
RMB 1,460,484 (USD 209,701) is accounted for as an equity method investment.
On August 21, 2020, Wimi HK set up a joint
venture company, VIDA Semicon Co., Limited (“VIDA”) in Hong Kong, and Wimi HK has a 53% equity interest in VIDA. VIDA
was set up to develop application of holographic AR technologies in the semiconductor industry.
On April 15, 2021, Wimi HK set up a joint
venture company, Viru Technology Limited (“Viru”) in Hong Kong and Wimi HK has a 55% equity interest in Viru. Viru was
set up to develop application of AR services.
On August 26, 2022, Viru established a fully
owned subsidiary, Shenzhen Weiruntong Technology Co., Ltd. (“Shenzhen Weiruntong”) in PRC. Shenzhen Weiruntong was set
up to develop application of ARservices and it had no material operation as of December 31, 2022.
On November 1, 2022, the Company’s board
approved the equity transfer agreement between Beijing WiMi and Cui, Yang and Shenzhen Zhangshangkuyu Technology Ltd. to transfer 100%
equity interest of Shenzhen Kuxuanyou Technology Co., Ltd. (“Shenzhen Kuxuanyou”) and its subsidiaries with consideration
of RMB 1 (USD 0.1) and RMB 1 (USD 0.1), respectively. The transfer was effective on November 10, 2022.
Note 1 — Nature of business and organization (cont.)
(b) MicroAlgo and subsidiaries
On September 24, 2020, WiMi Cayman set up
a wholly owned subsidiary, VIYI Technology Inc., which was renamed to VIYI Algorithm Inc. (“VIYI”), under the laws of the
Cayman Islands. VIYI was set up to accelerate the development of AI algorithm and cloud computing services.
On September 27, 2020, VIYI entered into
Acquisition Framework Agreement which was amended and supplemented on September 28, 2020 to acquire 100% equity interests of Fe-da
Electronics Company Private Limited. (“Fe-da Electronics”), a provider of Internet of Things solutions based in Singapore,
to accelerate the development of the Company’s computer chip and intelligent chip business. The transaction was consummated on September 28,
2020.
On October 9, 2020, VIYI set up a wholly
owned holding company in HK, VIYI Technology Ltd. (“VIYI Ltd”), which holds all of the outstanding equity of Shenzhen Weiyixin
Technology Co., Ltd. (“Shenzhen Weiyixin”) established on November 18, 2020 under the laws of the PRC. On
November 30, 2020, Shenzhen Weiyixin established Shanghai Weimu Technology Co., Ltd., (“Shanghai Weimu”) in the PRC for
software support services, and Shenzhen Weiyixin holds 58% outstanding equity of Shanghai Weimu.
On December 24, 2020, with consent of WiMi
WFOE, Beijing WiMi transferred 99.0% and 1.0% equity interests in Shenzhen Yitian Internet Technology Co., Ltd. (“Shenzhen
Yitian”) to Ms. Yao Zhaohua and Ms. Sun Yadong for consideration of RMB 1 (USD 0.2) and RMB 1(USD 0.2), respectively, pursuant to
share transfer agreements. Ms. Yao Zhaohua and Ms. Sun Yadong entered into contractual agreements (see contractual agreements below) with
Shenzhen Weiyixin on December 24, 2020, which granted Shenzhen Weiyixin effective control of Shenzhen Yitian from December 24,
2020 and enable Shenzhen Weiyixin to receive all the expected residual returns of Shenzhen Yitian and its subsidiaries.
The reorganization was completed on December 24,
2020. WiMi WFOE is the primary beneficiary of Beijing WiMi and its subsidiaries, and Shenzhen Weiyixin is the primary beneficiary of Shenzhen
Yitian and its subsidiaries. All of these entities are under common control of WiMi Cayman, which results in the consolidation of Beijing
WiMi, Shenzhen Yitian and their subsidiaries which have been accounted for as a reorganization of entities under common control at carrying
value without change of reporting entities.
Due to the business strategy adjustment, Shenzhen
Yitian and its subsidiaries no longer operate the business involving foreign investment restrictions since March 1, 2022, therefore
VIYI is able to have direct equity interest in Shenzhen Yitian and its subsidiaries. On April 1, 2022, VIYI terminated the agreements
under the VIE structure with Shenzhen Yitian. Shenzhen Yitian’s original shareholders transferred their respective ownership to
VIYI WFOE and VIYI WFOE obtained 100% equity control of Shenzhen Yitian and its subsidiaries on April 1, 2022. The reorganization
has no effect on the consolidated financial statements as Shenzhen Yitian has been under common control of VIYI that there is no change
of reporting entities.
On July 1, 2021, VIYI acquired 100% interest
of Shanghai Guoyu Information Technologies Co., Ltd (“Shanghai Guoyu”). The aggregate purchase price is $3.0 million
(RMB 20,000,000). On July 19, 2021 Shanghai Guoyu established 100% owned subsidiary Kashi Guoyu Information Technologies Co., Ltd
(“Kashi Guoyu”).
On July 19, 2021, Viwo Technology established
a fully owned subsidiary Shenzhen Viwotong Technology Co., Ltd. (“Viwotong Tech”) in Shenzhen to support its operations. On
November 19, 2021 Viwotong Tech acquired 100% equity interests of Guangzhou Tapuyu Internet Technology Co., Ltd. (“Tapuyu”),
a provider of advertising services, for RMB 2 (approximately USD 0.3). On December 7, 2021, Viwotong Tech purchased Pengcheng
Keyi (Xi’an) Intelligence Technology Co., Ltd. (“Pengcheng Keyi”), a provider of testing equipment development and sales,
for RMB 2 (approximately USD 0.3). On July 1, 2022, Viwo Technology Inc. entered into an equity transfer agreement to transfer
99.0% and 1.0% of the issued share capital of Pengcheng Keyi to two unrelated individuals at RMB 1.0 and RMB 0.1(USD$ 0.01), respectively.
On September 23, 2022, Viwotong Tech entered
into Acquisition Framework Agreement to acquire 100% equity interests of Guangzhou Bimai Network Technology Co., Ltd. (“Bimai”),
a provider of advertising services. The aggregate purchase price is RMB 2 (USD 0.3) and the transaction consummated on September 23,
2022. On January 1, 2023, Viwotong Tech entered into an equity transfer agreement to transfer 100% of the issued share capital of Bimai
to one unrelated individual at RMB 0. The disposal resulted in a loss from disposal of approximately RMB 1.1 million (USD 0.2 million).
VIYI entered into the Business Combination and
Merger Agreement dated June 10, 2021 (as amended on January 24, 2022, August 2, 2022, August 3, 2022 and August 10,
2022, the “Merger Agreement”), by and among WiMi, Venus Acquisition Corporation (“Venus”)), Venus Merger Sub Corporation
(“Venus Merger Sub”), a Cayman Islands exempted company incorporated for the purpose of effectuating the Business Combination.
On December 9, 2022, in accordance with the Merger Agreement, the closing of the business combination (the “Closing”)
occurred, pursuant to which Venus issued 39,603,961 ordinary shares to VIYI shareholders. As a result of the consummation of the business
combination, VIYI is now a wholly-owned subsidiary of the Venus, which has changed its name to MicroAlgo Inc.
Note 1 — Nature of business and organization (cont.)
In December 2022, Viwotong Tech acquired 100%
equity of Beijing Younike Information Technology Co., Ltd. (“Younike”).
On April 6, 2023, the Company’s board
approved the equity transfer agreement between VIYI and LIM TZEA, to transfer 100% equity interest of Fe-da Electronics Co., Ltd
and its subsidiaries Wisdom Lab Inc., EXCEL Technology Co., Ltd. and recognized RMB 17,801,786 (USD 2,526,259) of loss from
the transfer, FE-DA and its subsidiaries were Disposed in April 2023.
On March 27, 2023, Weidong established a fully
owned subsidiary Shenzhen Weidong Technology Co., Ltd. (“SZ Weidong”) in Shenzhen. On May 17, 2023, YY Online transferred
1% equity of Shanghai Guoyu to SZ Weidong.
On June 5, 2023 VIYI Technology Ltd established
a fully owned subsidiary CDDI Capital Ltd (“CDDI”) in British Virgin Islands. On June 27, 2023, CDDI formed a 55% owned subsidiary
VIWO Technology Inc.(“VIWO Cayman”) in Cayman. On July 31, 2023, VIYI Technology Ltd transferred its equity of Viwo Technology
to VIWO Cayman. On December 20, 2023, VIWO Cayman established a fully owned subsidiary VIWO Technology (HK) Limited (“VIWO HK”)
in Hong Kong. On January 23, 2024, VIWO Technology (HK) Limited established a wholly-owned subsidiary, Beijing Viwotong Technology Co.,
Ltd.(“Beijing Viwotong”). In February 2024, Shenzhen Viwotong transferred 100% equity of Tapuyu and Younike to Beijing Viwotong.
On March 7, 2024, Beijing
Viwotong established a wholly-owned subsidiary, Beijing Weiyunshikong Technology Co., Ltd. (“BJ Weiyunshikong”).
(c) Others
On March 4, 2021, WiMi Cayman established
a wholly owned entity of TJ Zhongzheng which is deemed as a wholly foreign owned enterprise, with a register capital of USD 30 million
(approximately RMB 195.7 million). On May 21, 2021, TJ Zhongzhen established Shenzhen Hedaozhongshu Technology Co., Ltd. (“Shenzhen
Hedao’). On May 26, 2021, Shenzhen Hedao established Kashi Daohezhongzheng Internet Technology Co., Ltd. (“Kashi Daohe”).
Shenzhen Hedao and Kashi were set up to engage AR services.
On August 4, 2020, WiMi Cayman established
a wholly-owned subsidiary, Lixin Technology in the PRC to accelerate development of its holographic vision intelligent robots and fabless
semiconductor businesses. Lixin Technology focuses on a new upstream business in the domestic smart product market, and research, development
and sales of computer chip and intelligent chip products to further enhance the Company’s competitiveness. Lixin Technology established
a wholly-owned subsidiary, Hainan Lixin Technology Co., Ltd. in October 2020.
On June 20, 2024, Shenzhen Weiyixin Technology Co., Ltd. and Beijing
Hologram WiMi Cloud Network Technology Co., Ltd jointly funded the establishment of Weiyiyuliang (Beijing) Science Technology
Center (Limited Partnership) (“Weiyiyuliang”)
Note 1 — Nature of business and organization (cont.)
The accompanying consolidated financial statements
reflect the activities of WiMi Cayman and each of the following entities as of June 30, 2024:
Name | | Background | | Ownership |
WiMi Hologram Cloud Limited(“WiMi HK”) | | ● A Hong Kong company ● Incorporated on September 4, 2018 ● Primarily engages in the sales of semiconductor products and related accessories | | 100% owned by WiMi Cayman |
| | | | |
Beijing Hologram WiMi Cloud Network Technology Co., Ltd.(“WiMi WFOE”) | | ● A PRC limited liability company and deemed a wholly foreign owned enterprise (“WFOE”) ● Incorporated on September 20, 2018 ● A holding company | | 100% owned by WiMi HK |
| | | | |
Beijing WiMi Cloud Software Co., Ltd.(“Beijing WiMi”) | | ● A PRC limited liability company ● Incorporated on May 27, 2015 ● Primarily engages in Hologram advertising services | | VIE of WiMi WFOE |
| | | | |
Shenzhen Yidian Network Technology Co., Ltd. (“Shenzhen Yidian”) | | ● A PRC limited liability company ● Incorporated on May 20, 2014 ● Primarily engages in ARservices | | 100% owned by Beijing WiMi |
| | | | |
Shenzhen Duodian Cloud Technology Co., Ltd. (“Shenzhen Duodian”) | | ● A PRC limited liability company ● Incorporated on August 24, 2017 ● Primarily engages in AR services | | 100% owned by Shenzhen Yidian |
| | | | |
Korgas Duodian Network Technology Co., Ltd. (“Korgas Duodian”) | | ● A PRC limited liability company ● Incorporated on November 25, 2016 ● Primarily engages in AR services | | 100% owned by Shenzhen Yidian |
| | | | |
Kashi Duodian Network Technology Co., Ltd. (“Kashi Duodian”) | | ● A PRC limited liability company ● Incorporated on January 31, 2019 ● Primarily engages in AR services | | 100% owned by Shenzhen Yidian |
Note 1 — Nature of business and organization (cont.)
Name | | Background | | Ownership |
Shenzhen Zhiyun Image Technology Co., Ltd. (“Shenzhen Zhiyun”) | | ● A PRC limited liability company ● Incorporated on December 3, 2019 ● Primarily engages in AR services | | 100% owned by Shenzhen Yidian |
| | | | |
Shenzhen Shiyunyanxi Technology Co., Ltd. (“Shenzhen Shiyun”) | | ● A PRC limited liability company ● Incorporated on June 9, 2021 ● Primarily engages in AR services | | 100% owned by Shenzhen Yidian |
| | | | |
Shenzhen Yunzhan Image Technology Co., Ltd. (“Shenzhen Yunzhan”) | | ● A PRC limited liability company ● Incorporated on September 24, 2020 ● Primarily engages in AR services | | 100% owned by Shenzhen Yidian |
| | | | |
Micro Beauty Lightspeed Investment Management HK Limited (“Micro Beauty”) | | ● A Hong Kong company ● Incorporated on February 22, 2016 ● Primarily engages in MR software development and licensing | | 100% owned by Beijing WiMi |
| | | | |
Skystar Development Co., Ltd (“Skystar”) | | ● A Republic of Seychelles Company ● Incorporated on March 30, 2016 ● Primarily engages in MR software development and licensing | | 100% owned by Micro Beauty |
| | | | |
Viru Technology Limited (“Viru”) | | ● A Hong Kong company ● Incorporated on April 15, 2021 ● Primarily engages in AR services | | 55% owned by Wimi HK |
| | | | |
Shenzhen Weiruntong Technology Co., Ltd.
(“Shenzhen
Weiruntong”) | | ● A PRC limited liability company ● Incorporated on August 26, 2022 ● Primarily engages in AR services and no material operation as of December 31,
2023 | | 100% owned by Viru |
Note 1 — Nature of business and organization (cont.)
Name | | Background | | Ownership |
VIDA Semicon Co., Limited (“VIDA”) | | ● A Hong Kong company ● Incorporated on August 21, 2020 ● Primarily engages in the sales of semiconductor products and related accessories | | 53% owned by WiMi HK |
| | | | |
Weeto Investment PTE. Ltd (“Weeto”) | | ● A Singapore limited liability company ● Incorporated on April 28, 2022 ● Primarily engages in AR services. No material operations as of December 31, 2023 | | 100% owned by Wimi Cayman |
| | | | |
Lixin Technology Co., Ltd.
(“Lixin Technology”) | | ● A PRC limited liability company and deemed a wholly foreign owned enterprise (“WFOE”) ● Incorporated on August 4, 2020 ● Primarily engages in research, development and sale of computer chip and intelligent chip products | | 100% owned by WiMi Cayman |
| | | | |
Hainan Lixin Technology Co., Ltd. (“Hainan Lixin”) | | ● A PRC limited liability company ● Incorporated on October 10, 2020 ● Plan to support the daily operations of Lixin Technology | | 100% owned by Lixin Technology |
| | | | |
Tianjin Zhongzhengdaohe Investment Co., Ltd. (“TJ Zhongzheng”) | | ● A PRC limited liability company and deemed a wholly foreign owned enterprise (“WFOE”) ● Incorporated on March 4, 2021 ● A holding company | | 100% owned by WiMi Cayman |
| | | | |
Shenzhen Hedaozhongshu Technology Co., Ltd. (“Shenzhen Hedao”) | | ● A PRC limited liability company ● Incorporated on May 21, 2021 ● Plan to engage AR services | | 100% owned by TJ Zhongzheng |
| | | | |
Kashi Daohezhongzheng Internet Technology Co., Ltd. (“Kashi Daohe”) | | ● A PRC limited liability company ● Incorporated on May 26, 2021 ● Plan to engage AR services | | 100% owned by Shenzhen Hedao Dissolved on June 2, 2023 |
Note 1 — Nature of business and organization (cont.)
Name | | Background | | Ownership |
MicroAlgo Inc. (“MicroAlgo”) | | ● A Cayman company ● Incorporated on May 14, 2018 ● A holding company | | 52% owned by Wimi Cayman |
| | | | |
VIYI Algorithm Inc. (“VIYI”), previously known as VIYI Technology Inc. | | ● A Cayman company ● Incorporated on September 24, 2020 ● Primarily engages in the development of central processing algorithm and cloud computing services | | 86.5% owned by WiMi Cayman before March 26, 2021; 73% owned by WiMi Cayman after March 26, 2021; 100% owned by MicroAlgo after December 9, 2022 |
| | | | |
Fe-da Electronics Company Private Limited (“Fe-da Electronics”) | | ● A Singapore company ● Incorporated on January 9, 2009 ● Primarily engages in customization of central processing units | | 100% owned by VIYI Acquired in September 2020 Disposed in April 2023 |
| | | | |
Wisdom Lab Inc. (“Wisdom Lab”) | | ● A Cayman Islands company ● Incorporated on May 6, 2021 ● Engages in software solution for intelligent chips | | 100% owned by Fe-Da Electronics Disposed in April 2023 |
| | | | |
Excel Crest Limited (“Excel Crest”) | | ● A Hong Kong company ● Incorporated on September 10, 2020 ● Support the daily operations of Fe-da Electronics in Hong Kong | | 100% owned by Fe-da Electronics Disposed in April 2023 |
| | | | |
VIYI Technology Ltd. (“VIYI Ltd”) | | ● A Hong Kong company ● Incorporated on October 9, 2020 ● A holding company | | 100% owned by VIYI |
| | | | |
Shenzhen Weiyixin Technology Co., Ltd. (“Shenzhen Weiyixin”) | | ● A PRC limited liability company and deemed a wholly foreign owned enterprise (“WFOE”) ● Incorporated on November 18, 2020 ● A holding company | | 100% owned by VIYI Ltd |
Note 1 — Nature of business and organization (cont.)
Name | | Background | | Ownership |
Shanghai Weimu Technology Co., Ltd. (“Shanghai Weimu”) | | ● A PRC limited liability company ● Incorporated on November 30, 2020 ● Engages in providing software support services | | 58% owned by Shenzhen Weiyixin |
| | | | |
Weidong Technology Co., Ltd. (“Weidong”) | | ● A PRC limited liability company ● Incorporated on October 28, 2020 ● Primarily engages in AR services | | 100% owned by Shenzhen Yitian before January 11, 2021; 100% owned by Shenzhen Weiyixin after January 11, 2021 |
| | | | |
Shanghai Guoyu Information Technology Co., Ltd. (“Shanghai Guoyu”) | | ● A PRC limited liability company ● Incorporated on March 18, 2019 ● Engages in R&D and application of intelligent visual algorithm technology | | 99% owned by Weidong, 1% owned by SZ Weidong |
| | | | |
Korgas Weidong Technology Co., Ltd. (“Korgas Weidong”) | | ● A PRC limited liability company ● Incorporated on October 30, 2020 ● Primarily engages in AR services | | 100% owned by Weidong before July 14, 2021; 100% owned by Shanghai Guoyu after July 14, 2021 |
| | | | |
Korgas 233 Technology Co., Ltd. (“Korgas 233”) | | ● A PRC limited liability company ● Incorporated on September 15, 2017 ● Primarily engages in central processing algorithm in mobile games industry | | 100% owned by Shenzhen Yitian before January 11, 2021; 100% owned by YY Online after January 11, 2021; Dissolved in October 2023; |
| | | | |
Shenzhen Yiyou Online Technology Co., Ltd. (“YY Online”) | | ● A PRC limited liability company ● Incorporated on January 14, 2019 ● Primarily engages in AR services | | Disposed in May 2024 |
Note 1 — Nature of business and organization (cont.)
Name | | Background | | Ownership |
Shenzhen Yitian Internet Technology Co., Ltd. (“Shenzhen Yitian”) | | ● A PRC limited liability company ● Incorporated on March 08, 2011 ● Primarily engages in mobile games development | | 100% owned by Beijing WiMi before December 24, 2020; VIE of Shenzhen Weiyixin starting on December 24, 2020; 100% owned by Shenzhen Weiyixin starting April 1, 2022 |
| | | | |
Shenzhen Qianhai Wangxin Technology Co., Ltd. (“Shenzhen Qianhai”) | | ● A PRC limited liability company ● Incorporated on October 16, 2015 ● Primarily engages in AR services | | 100% owned by Shenzhen Yitian |
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CDDI Capital Ltd (“CDDI”) | | ● A British Virgin Islands Company ● Incorporated on June 5, 2023 | | 100% owned by VIYI Technology Limited |
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VIWO AI Technology Inc.
(“VIWO Cayman”) | | ● Incorporated on June 5, 2023, under the laws of the Cayman Islands ● A holding company | | 55% owned by CDDI Capital Ltd |
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Viwo Technology Limited.
(“Viwo Tech”) | | ● A Hong Kong company ● Incorporated on April 15, 2021 ● Engages in intelligent chips design | | 100% owned by VIWO Cayman |
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Shenzhen Viwotong Technology Co., Ltd. (“Viwotong Tech”) | | ● A PRC limited liability company ● Incorporated on July 19, 2021 ● No operations as of December 31, 2022 | | 100% owned by Viwo Tech |
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Guangzhou Tapuyu Internet Technology Co., Ltd. (“Tapuyu”) | | ● A PRC limited liability company ● Incorporated on June 22, 2021 ● Engages in E-commerce services and application of intelligent visual algorithm technology | | 100% owned by Beijing Viwotong |
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Beijing Younike Information Technology Co., Ltd. (“Younike”) | | ● A PRC limited liability company ● Incorporated on July 22, 2022 ● Engages in central processing algorithm in advertising industry | | 100% owned by Beijing Viwotong |
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Shenzhen Weidong Technology Co., Ltd. (“SZ Weidong”) | | ● A PRC limited liability company ● Incorporated on March 27, 2023 ● Primarily engages in central processing algorithm in advertising industry | | 100% owned by Weidong |
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VIWO Technology (HK) Limited
(VIWO HK) | | ● A Hong Kong company ● Incorporated on December 20,2023 ● A holding company | | 100% owned by VIWO Cayman |
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Beijing Viwotong Technology Co., Ltd.
(“Beijing Viwotong”) | | ● A PRC limited liability company ● Incorporated on January 24, 2024 ● Primarily engages in central processing algorithm in advertising industry | | 100% owned by VIWO HK |
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Beijing Weiyunshikong Technology Co., Ltd. (“Beijing Weiyunshikong”) | | ● A PRC limited liability company ● Incorporated on March 7, 2024 ● Primarily engages in central processing algorithm in advertising industry | | 100% owned by Beijing Viwotong |
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Weiyiyuliang (Beijing) Science Technology Center (Limited Partnership) (“Weiyiyuliang”) | | ● A Limited Partnership ● Incorporated on June 20, 2024 ● No operations as of June 30, 2024 | | 50% owned by Shenzhen Weiyixin; 50% owned by WiMi WFOE |
Note 1 — Nature of business and organization (cont.)
Contractual Arrangements
Due to legal restrictions on foreign ownership
and investment in, among other areas, value-added telecommunications services, which include the operations of internet content providers,
the Company operates its internet and other businesses in which foreign investment is restricted or prohibited in the PRC through certain
PRC domestic companies. As such, Beijing WiMi is controlled through contractual arrangements in lieu of direct equity ownership by the
Company or any of its subsidiaries.
Beijing WiMi contractual arrangements signed on November 6,
2018 and December 18, 2020
The contractual arrangements consist of a series
of four agreements, shareholders power of attorney and irrevocable commitment letters, which were initially signed on November 6,
2018. Pursuant to reorganization on December 18, 2020, the previous agreements were terminated and Beijing WiMi and WiMi WFOE entered
into identical agreements on December 18, 2020. WiMi WFOE maintained effective control of Beijing WiMi. The significant terms of
agreements are as follows:
Exclusive Business Cooperation Agreement
Under the exclusive business cooperation agreement
between WiMi WFOE and Beijing WiMi, WiMi WFOE has the exclusive right to provide to Beijing WiMi consulting and services related to, among
other things, use of software, operation maintenance, product development, and management and marketing consulting. WiMi WFOE has the
exclusive ownership of intellectual property rights created as a result of the performance of this agreement. Beijing WiMi agrees to pay
WiMi WFOE service fee at an amount equal to the consolidated net income after offsetting previous year’s loss (if any). This agreement
will remain effective until the date when it is terminated by WiMi WFOE.
Exclusive Share Purchase Option Agreement
Pursuant to the exclusive share purchase option
agreement, by and among WiMi WFOE, Beijing WiMi and each of the shareholders of Beijing WiMi, each of the shareholders of Beijing WiMi
irrevocably granted WiMi WFOE an exclusive call option to purchase, or have its designated person(s) to purchase, at its discretion,
all or part of their equity interests in Beijing WiMi, and the purchase price shall be the lowest price permitted by applicable PRC law.
Each of the shareholders of Beijing WiMi undertakes that, without the prior written consent of WiMi WFOE or us, they may not increase
or decrease the registered capital, amend its articles of association or change registered capital structure. This agreement will remain
effective for ten years and can be renewed at WiMi WFOE’s sole discretion. Any transfer of shares pursuant to this agreement
would be subject to PRC regulations and to any changes required thereunder.
Note 1 — Nature of business and organization (cont.)
Exclusive Assets Purchase Agreement
Pursuant to the exclusive asset purchase agreement
by WiMi WFOE and Beijing WiMi, Beijing WiMi irrevocably granted WiMi WFOE an exclusive call option to purchase, or have its designated
person(s) to purchase, at its discretion, all or part of Beijing WiMi’s current or future assets (including intellectual property
rights), and the purchase price shall be the lowest price permitted by applicable PRC law. Beijing WiMi undertakes that, without the prior
written consent of WiMi WFOE, it may not sell, transfer, pledge, dispose of its assets, incur any debts or guarantee liabilities. It will
notify WiMi WFOE any potential litigation, arbitration or administrative procedures regarding the assets, and defend the assets if necessary.
This agreement will remain effective for ten years and can be renewed at WiMi WFOE’s sole discretion. Any transfer of assets
pursuant to this agreement would be subject to PRC regulations and to any changes required thereunder.
Equity Interest Pledge Agreement
Pursuant to the equity interest pledge agreement,
by and among WiMi WFOE, Beijing WiMi and the shareholders of Beijing WiMi, the shareholders of Beijing WiMi pledged all of their equity
interests in Beijing WiMi to WiMi WFOE to guarantee their and Beijing WiMi’s obligations under the contractual arrangements including
the exclusive consulting and services agreement, the exclusive option agreement, the exclusive asset purchase agreement and the power
of attorney and this equity interest pledge agreement, as well as any loss incurred due to events of default defined therein and all expenses
incurred by WiMi WFOE in enforcing such obligations of Beijing WiMi or its shareholders. The shareholders of Beijing WiMi agree that,
without WiMi WFOE’s prior written approval, during the term of the equity interest pledge agreement, they will not dispose of the
pledged equity interests or create or allow any other encumbrance on the pledged equity interests. The Company has completed the registration
of the equity pledges with the relevant administration for industry and commerce in accordance with the PRC Property Rights Law.
Power of Attorney
Pursuant to the power of attorney, by WiMi WFOE
and each shareholder of Beijing WiMi, respectively, each shareholder of Beijing WiMi irrevocably authorized WiMi WFOE or any person(s) designated
by WiMi WFOE to exercise such shareholder’s voting rights in Beijing WiMi, including, without limitation, the power to participate
in and vote at shareholder’s meetings, the power to nominate directors and appoint senior management, the power to sell or transfer
such shareholder’s equity interest in Beijing WiMi, and other shareholders’ voting rights permitted by PRC law and the Articles
of Association of Beijing WiMi. The power of attorney remains irrevocable and continuously valid from the date of execution so long as
each shareholder remains as a shareholder of Beijing WiMi.
Spousal Consent Letters
Pursuant to these letters, the spouses of the
applicable shareholders of Beijing WiMi unconditionally and irrevocably agreed that the equity interest in Beijing WiMi held by them and
registered in their names will be disposed of pursuant to the equity interest pledge agreement, the exclusive option agreement, the exclusive
asset purchase agreement and the power of attorney. Each of their spouses agreed not to assert any rights over the equity interest in
Beijing WiMi held by their respective spouses. In addition, in the event that any spouse obtains any equity interest in Beijing WiMi held
by his or her spouse for any reason, he or she agreed to be bound by the contractual arrangements.
Based on the foregoing agreements signed on November 6,
2018 and December 18, 2020, which grant WiMi WFOE effective control of Beijing WiMi and enable WiMi WFOE to receive all of their
expected residual returns, the Company accounts for Beijing WiMi as a VIE. Accordingly, the Company consolidates the accounts of
Beijing WiMi for the periods presented herein, in accordance with Regulation S-X-3A-02 promulgated by the U.S. Securities and Exchange
Commission (“SEC”), and Accounting Standards Codification (“ASC”) 810-10, Consolidation.
Note 2 — Summary of significant accounting policies
Basis of presentation
The
accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with accounting
principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations
of the Securities and Exchange Commission (“SEC”), regarding financial reporting, and include all normal and recurring adjustments
that management of the Company considers necessary for a fair presentation of its financial position and operation results. The results
of operations for the six months ended June 30, 2024 are not necessarily indicative of results to be expected for any other interim period
or for the full year of 2024. Accordingly, these unaudited interim condensed financial statements should be read in conjunction with
the Company’s audited financial statements and note thereto as of and for the year ended December 31, 2023.
Principles of consolidation
The unaudited interim condensed consolidated financial
statements include the financial statements of the Company and its subsidiaries, which include the wholly-foreign owned enterprise (“WFOE”)
and variable interest entity (“VIE”) and VIE’s subsidiaries over which the Company exercises control and, when applicable,
entities for which the Company has a controlling financial interest or is the primary beneficiary. All transactions and balances among
the Company and its subsidiaries have been eliminated upon consolidation.
Use of estimates and assumptions
The preparation of unaudited interim condensed
consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the unaudited interim
condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant
accounting estimates reflected in the Company’s unaudited interim condensed consolidated financial statements include the useful
lives of property, plant and equipment, impairment of long-lived assets, allowance for credit losses, provision for contingent liabilities,
revenue recognition, deferred taxes and uncertain tax position, the fair value of contingent consideration related to business acquisitions.
Actual results could differ from these estimates.
Foreign currency translation and other comprehensive income (loss)
The Company uses Renminbi (“RMB”)
as its reporting currency. The functional currency of the Company, its subsidiaries in Seychelles and Singapore is U.S. dollar, and
its other subsidiaries which are incorporated in Hong Kong and PRC are Hong Kong Dollar and RMB, respectively, which are their
respective local currencies based on the criteria of ASC 830, “Foreign Currency Matters”.
In the unaudited interim condensed consolidated
financial statements, the financial information of the Company and other entities located outside of the PRC has been translated into
RMB. Assets and liabilities are translated at the exchange rates on the balance sheet date, equity amounts are translated at historical
exchange rates, and revenues, expenses, gains and losses are translated using the average rate for the period.
Translation adjustments included in accumulated
other comprehensive income amounted to RMB 59,475,542 and RMB 4,757,613 (USD 667,567) as of December 31, 2023 and June 30, 2024,
respectively. The balance sheet amounts, with the exception of shareholders’ equity, on December 31, 2023 and June 30, 2024 were
translated at RMB 1.00 to HKD 1.1194 and to HKD 1.0957, respectively. The average translation rates applied to statement of income
accounts for the six months ended June 30, 2023 and 2024 were RMB 1.00 to HKD 1.1324 and to HKD 1.1004, respectively. The balance
sheet amounts, with the exception of shareholders’ equity on December 31, 2023 and June 30, 2024 were translated at RMB 1.00
to USD 0.1412 and to USD 0.1403, respectively. The average translation rates applied to statement of income accounts for the six months
ended June 30, 2023 and 2024 were RMB 1.00 to USD 0.1445 and to USD 0.1407, respectively. The shareholders’ equity accounts
were stated at their historical rate. Cash flows are also translated at average translation rates for the periods, therefore, amounts
reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the unaudited interim
condensed consolidated balance sheets.
Note 2 — Summary of significant accounting policies
(cont.)
Convenience translation
Translations of balances in the unaudited interim
condensed consolidated balance sheets, unaudited interim condensed consolidated statements of income and unaudited interim condensed consolidated
statements of cash flows from RMB into USD as of and for the six months ended June 30, 2024 are solely for the convenience of the reader
and were calculated at the rate of RMB 1.00 to USD 0.1403, representing the mid-point reference rate set by People’s Bank of China
on June 30, 2024. No representation is made that the RMB amounts represent or could have been, or could be, converted, realized or settled
into USD at that rate, or at any other rate.
Cash and cash equivalents
Cash and cash equivalents primarily consist of
bank deposits with original maturities of three months or less, which are unrestricted as to withdrawal and use. Cash and cash equivalents
also consist of funds earned from the Company’s operating revenues which were held at third party platform fund accounts which are
unrestricted as to immediate use or withdraw. The Company maintains most of its bank accounts in the PRC, HK, Singapore and US.
Accounts receivable, net
Accounts receivable include trade accounts due
from customers. Accounts are considered overdue after 90 days. Management reviews its receivables on a regular basis to determine
if the credit losses are adequate and provide credit losses when necessary. The credit loss is based on management’s best estimates
of specific losses on individual customer exposures, as well as the historical trends of collections. Account balances are charged off
against the credit losses after all means of collection have been exhausted and the likelihood of collection is not probable.
Short-term investments
Short-term investments are investment in marketable equity securities
that are measured and recorded at fair value based on quoted prices in active markets on reporting dates with changes in fair value, whether
realized or unrealized, recorded through the income statement.
Prepaid services fees
Prepaid services fees are mainly payments made
to vendors or services providers for future services. These amounts are refundable and bear no interest. Prepaid services fees also include
money deposited with certain channel providers to ensure the contents of the advertisement do not violate the terms of the channel providers.
The deposits usually have one year term and are refundable upon contract termination.
Note 2 — Summary of significant accounting policies
(cont.)
Other receivables and prepaid expenses
Other receivables that are short-term in nature
include employee advances to pay certain of the Company’s expenses in the normal course of business and certain short-term deposits.
Prepaid expenses included utilities or system services and prepaid VAT. Delinquent account balances are written-off against the allowance
for credit losses after management has determined that the likelihood of collection is not probable.
Credit losses
The Company follows Accounting Standards Update
No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The Company’s
allowance for credit losses as of December 31, 2023 and June 30, 2024 reflects the best estimation of the expected future losses for its
financial instruments measured at amortized cost, based on the current economic conditions; however, as a result of the uncertainty caused
by other factors, these estimates may change and future actual losses may differ from the estimates. The Company will continue to monitor
economic conditions and will revise the estimates of the expected future losses for financial instruments measured at amortized cost as
necessary.
Property and equipment, net
Property and equipment are stated at cost less
accumulated depreciation and impairment if applicable. Depreciation is computed using the straight-line method over the estimated
useful lives of the assets with 5% residual value. The estimated useful lives are as follows:
|
|
Useful
Life |
Office equipments |
|
3 years |
Office furniture and fixtures |
|
3 – 5 years |
Vehicles |
|
3 – 5 years |
Building |
|
20 years |
Leasehold improvements |
|
lesser of lease term or expected useful life |
The cost and related accumulated depreciation
of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the unaudited interim consolidated
statements of income and comprehensive income. Expenditures for maintenance and repairs are charged to earnings as incurred, while additions,
renewals and betterments, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the
periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives.
Note 2 — Summary of significant accounting policies (cont.)
Equity investments
The
Company accounts for investments with less than 20% of the voting shares and does not have the ability to exercise significant
influence over operating and financial policies of the investee using the equity method. The Company records equity investments at
the historical cost in its unaudited interim consolidated financial statements and subsequently records any dividends received from
the net accumulated earrings of the investee as income. Dividends received in excess of earnings are considered a return of
investment and are recorded as reduction in the cost of the investments.
Equity investments are evaluated for impairment when facts or circumstances
indicate that the fair value of the long-term investments is less than its carrying value. An impairment is recognized when a decline
in fair value is determined to be other-than-temporary. The Company reviews several factors to determine whether a loss is other-than-temporary.
These factors include, but are not limited to, the: (i) nature of the investment; (ii) cause and duration of the impairment;
(iii) extent to which fair value is less than cost; (iv) financial condition and near term prospects of the investments; and
(v) ability to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value.
Prepayments
Prepayments are payments made to housing developers
for commercial and residential properties down payments. These amounts are refundable and bear an interest ranging from 0% to 3.85%
per annum if the housing developers were not able to provide the qualified houses as stated in the contracts. Management reviews its
prepayments on a regular basis to determine if the allowance is adequate and adjusts the allowance when necessary. As of June 30, 2024,
no allowance was deemed necessary.
Note 2 — Summary of significant accounting
policies (cont.)
Deconsolidation
Upon the loss of control, the Company derecognizes
the assets and liabilities of the subsidiary, any non-controlling interests and the other components of equity related to the subsidiary.
Any surplus or deficit arising on the loss of control is recognized in profit or loss. If the Company retains any interest in the previous
subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently it is accounted for as an equity-accounted
investee or as cost method investment depending on the level of influence retained.
Impairment for long-lived assets
Long-lived assets, including property and equipment with finite
lives are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions
that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses
the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment
loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition
of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company would reduce the carrying
amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable
market values.
Convertible notes payable
On February 27, 2024,
MicroAlgo entered into various Convertible Note Purchase Agreements with certain investors (the “Investors”), relating to
our issuance of Convertible Promissory Notes due after 360 days of issuance (the “Convertible Notes”) and our ordinary shares
that are issuable upon conversion of the Convertible Note. On February 28, 2024, MicroAlgo issued to each Investor an Unsecured Convertible
Promissory Note (the “Notes”) pursuant to the relevant Purchase Agreements in registered offerings. On June 5, 2024,
MicroAlgo entered into convertible note purchase agreements with certain investors pursuant to which we issued on June 6, 2024 in
convertible notes with a term of 360 days.
Convertible notes are debt or equity instruments that either require
or permit the investor to convert the instrument into equity securities of the issuer. MicroAlgo accounts for its convertible notes in
accordance with ASC 470-20 Debt with Conversion and Other Options, whereby the convertible instrument is initially accounted for as a
single unit of account, unless it contains a derivative that must be bifurcated from the host contract in accordance with ASC 815-15 Derivatives
and hedging – Embedded Derivatives or the substantial premium model in ASC 470-20 Debt – Debt with Conversion and Other Options
applies. For the six months ended June 30, 2024, the convertible notes payable amounted to RMB 145,743,060 (USD 20,450,000).
Note 2 — Summary of significant accounting policies (cont.)
Fair value measurement
The accounting standard regarding fair value of
financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial
instruments held by the Company.
The accounting standards define fair value, establish
a three-level valuation hierarchy for disclosures of fair value measurement and enhance disclosure requirements for fair value measures.
The three levels are defined as follow:
| ● | Level 1
inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
| ● | Level 2
inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable
for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. |
| ● | Level 3
inputs to the valuation methodology are unobservable and significant to the fair value. |
Revenue recognition
The Company adopted Accounting Standards Update
(“ASU”) 2014-09 Revenue from Contracts with Customers (ASC Topic 606). The ASU requires the use of a new five-step
model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identifies the contract with
the customer, (ii) identifies the performance obligations in the contract, (iii) determines the transaction price, including
variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocates the transaction
price to the respective performance obligations in the contract, and (v) recognizes revenue when (or as) the Company satisfies the
performance obligation.
The application of the five-step model to the
revenue streams compared to the prior guidance did not result in significant changes in the way the Company records its revenue. Upon
adoption, the Company evaluated its revenue recognition policy for all revenue streams within the scope of the ASU under previous standards
and using the five-step model under the new guidance and confirmed that there were no differences in the pattern of revenue recognition.
(i) AR Services
— AR advertising display services
AR advertisements are the use of holographic materials
integrated into advertisement on the online media platforms or offline display. The Company’s performance obligation is to identify
advertising spaces, embed holographic AR images or videos into films, shows and short form videos that are hosted by leading online streaming
platforms in China. Revenue is recognized at a point in time when the related services have been delivered based on the specific terms
of the contract, which are commonly based on specific action (i.e. cost per impression (“CPM”) or cost per action (“CPA”)
for on line display and service period for offline display contracts.
The Company enters into advertising contracts
with advertisers where the amounts charged per specific action are fixed and determinable, the specific terms of the contracts were agreed
on by the Company, the advertisers and channel providers, and collectability is probable. Revenue is recognized on a CPM basis as impressions
or clicks are delivered while revenue on a CPA basis is recognized once agreed actions are performed or service period is completed.
The Company considers itself as provider of the
services as it has control of the specified services and products at any time before it is transferred to the customers which is evidenced
by (1) the Company is primarily responsible to its customers for products and services offered where the products were designed in
house and the Company has customer services team to directly service the customers; and (2) having latitude in establish pricing.
Therefore, the Company acts as the principal of these arrangements and reports revenue earned and costs incurred related to these transactions
on a gross basis.
— Performance-based advertising service
The Company provides central processing algorithm
performance-based advertising services for its customers, which enable the customers to get the optimal business opportunities.
Note 2 — Summary of significant
accounting policies (cont.)
The Company’s performance obligation is
to help customers to accurately match consumers and traffic users, and thereby increasing the conversion rate of product sale using its
proprietary data optimization algorithms. The Company’s revenue is recognized at a point when an end user completes a transaction
at a rate specified in contract. Related service fees are generally billed monthly, based on a per transaction basis.
The Company considers itself as provider of the
services as it has control of the specified services and products at any time before it is transferred to the customers which is evidenced
by (1) it is primarily responsible to its customers for the services offered where the algorithms and data optimization were designed
and performed in house and it has customer services team to directly serve the customers; and (2) having latitude in establish pricing.
Therefore, VIYI acts as the principal of these arrangements and reports revenue earned and costs incurred related to these transactions
on a gross basis.
In addition, through the Company’s data
algorithm optimization, it is able to identify certain end user needs and it facilitates certain value-added services to the end users.
The Company engages third party services provider to perform the services. The Company concludes that it does not control the services
as the third-party service provider is responsible for providing the service and its responsibility is merely to facilitate the provision
of these value added service to the end users and charges a fee. As such the Company recorded revenue from the value-added services on
a net basis when the services are provided by third party service provider.
(ii) AR Entertainment
The Company’s AR entertainment includes
mainly mobile games operations.
Note 2 — Summary of significant
accounting policies (cont.)
Mobile Games Services
The Company generates revenue from jointly operated
mobile game publishing services and the licensed-out games. In accordance with ASC 606, Revenue Recognition: Principal Agent Considerations,
the Company evaluates agreements with the game developers, distribution channels and payment channels in order to determine whether or
not the Company acts as the principal or as an agent in the arrangement with each party respectively. The determination of whether to
record the revenues gross or net is based on whether the Company’s promise to its customers is to provide the products or services
or to facilitate a sale by a third party. The nature of the promise depends on whether the Company controls the products or services prior
to transferring it. Control is evidenced by if the Company is primarily responsible for fulling the provision of services and has discretion
in establishing the selling price. When the Company controls the products or services, its promise is to provide and deliver the products
and revenue is presented gross. When the Company does not control the products, the promise is to facilitate the sale and revenue is presented
net.
— Jointly operated mobile game publishing
services
The Company is offering publishing services for
mobile games developed by third party game developers. The Company acted as a distribution channel that it will publish the games on their
own app or a third party owned app or website, named game portals. Through these game portals, game players can download the mobile games
to their mobile devices and purchase coins, the virtual currency, for in game premium features to enhance their game playing experience.
The Company contracts with third party payment platforms for collection services offered to game players who have purchased coins. The
third-party game developers, third party payment platforms and the co publishers are entitled to profit sharing based on a prescribed
percentage of the gross amount charged to the game players. The Company’s obligation in the publishing services is completed at
a point in time when the game players made a payment to purchase coins.
With respect to the publishing services arrangements
between the Company and the game developer, the Company considered that the Company does not control the services as evidenced by (i) developers
are responsible for providing the game product desired by the game players; (ii) the hosting and maintenance of game servers for
running the online mobile games is the responsibility of the third party platforms; (iii) the developers or third party platforms
have the right to change the pricing of in game virtual items. The Company’s responsibilities are publishing, providing payment
solution and market promotion service, and thus the Company views the game developers to be its customers and considers itself as the
facilitator of the game developers in the arrangements with game players. Accordingly, the Company records the game publishing service
revenue from these games, net of amounts paid to the game developers.
— Licensed out mobile games
The Company also licenses third parties to operate
its mobile games developed internally through mobile portal and receives revenue from the third party licensee operators on a monthly
basis. The Company’s performance obligation is to provide mobile games to game operators which enable players of the mobile games
to make in game purchases and the Company recognized revenue at a point in time when game players completed the purchases. The Company
records revenues on a net basis, as the Company does not have the control of the services provided as it does not have the primary responsibility
for fulfillment nor does it have the right to change the pricing of the game services.
Note 2 — Summary of significant
accounting policies (cont.)
(iii) Semiconductor business
The Company’s semiconductor business includes
two sub categories: sale of products and software development.
a. Sale of products
Starting in July 2020, the Company also engage
in sales of semiconductor products and other electronic accessories. The Company typically enters into written contracts with its customer
where the rights of the parties, including payment terms, are identified and sales prices to the customers are fixed with no separate
sales rebate, discount, or other incentive and no right of return exists on sales of inventory. The Company’s performance obligation
is to deliver products according to contract specifications. The Company recognizes gross product revenue at a time when the control of
products or services are transferred to customers.
To distinguish a promise to provide products from
a promise to facilitate the sale from a third party, the Company considers the guidance of control in ASC 606-10-55-37A and the indicators
in 606-10-55-39. The Company considers this guidance in conjunction with the terms in the Company’s arrangements with both
suppliers and customers.
In general, the Company controls the products
as it has the obligation to (i) fulfill the products delivery and (ii) bear any inventory risk as legal owners. In addition,
when establishing the selling prices for delivery of the resale products, the Company has control to set its selling price to ensure it
would generate profit for the products delivery arrangements. The Company believes that all these factors indicate that the Company is
acting as a principal in this transaction. As a result, revenue from the sales of products is presented on a gross basis.
b. Revenue from software development
The Company also designs software for central
processing units based on customers’ specific needs. The contract is typically fixed priced and does not provide any post contract
customer support or upgrades. The Company’s performance obligation is to design, develop, test and install the related software
for customers, all of which are considered one performance obligation as the customers do not obtain benefit for each separate service.
The duration of the development period is short, usually less than one year.
The Company’s revenue from software development
contracts is generally recognized over time during the development period the Company has no alternative use of the customized software
and application without incurring significant additional costs. Revenue is recognized based on the Company’s measurement of progress
towards completion based on output methods when the Company could appropriately measure the customization progress towards completion
by reaching certain milestones specified in contracts. Assumptions, risks and uncertainties inherent in the estimates used to measure
progress could affect the amount of revenues, receivables and deferred revenues at each reporting period.
Note 2 — Summary of significant
accounting policies (cont.)
Contract balances:
The Company records receivable related to revenue
when it has an unconditional right to invoice and receive payment.
Payments received from customers before all of
the relevant criteria for revenue recognition met are recorded as deferred revenue.
Contract costs:
Contract costs represent costs incurred in advance
of revenue recognition arising from direct costs in respect of the revenue contracts according to the customer’s requirements prior
to the delivery of services, and such deferred costs will be recognized upon the recognition of the related revenue. Estimated contract
costs are based on the budgeted service hours, which are updated based on the progress toward completion on a monthly basis. Pursuant
to the contract terms, the Company has enforceable right on payments for the work performed. Provisions for estimated losses, if any,
on uncompleted contracts are recorded in the period in which such losses become probable based on the current contract estimates.
The Company’s disaggregate revenue streams
are summarized below:
| |
June 30, 2023 (Unaudited) | | |
June 30, 2024 (Unaudited) | | |
June 30, 2024 (Unaudited) | |
| |
RMB | | |
RMB | | |
USD | |
Revenues | |
| | |
| | |
| |
AR services | |
| 254,823,992 | | |
| 290,815,771 | | |
| 40,805,940 | |
Semiconductor business | |
| 9,935,513 | | |
| - | | |
| - | |
Total revenues | |
| 264,759,505 | | |
| 290,815,771 | | |
| 40,805,940 | |
The Company’s revenues by timing of transfer
of goods or services are summarized below:
|
|
June 30,
2023
(Unaudited) |
|
|
June 30,
2024
(Unaudited) |
|
|
June 30,
2024
(Unaudited) |
|
|
|
RMB |
|
|
RMB |
|
|
USD |
|
Goods and services transferred at a point in time |
|
|
264,759,505 |
|
|
|
290,815,771 |
|
|
|
40,805,940 |
|
Total revenues |
|
|
264,759,505 |
|
|
|
290,815,771 |
|
|
|
40,805,940 |
|
The Company’s revenues by geographic locations
are summarized below:
|
|
June 30,
2023
(Unaudited) |
|
|
June 30,
2024
(Unaudited) |
|
|
June 30,
2024
(Unaudited) |
|
|
|
RMB |
|
|
RMB |
|
|
USD |
|
Mainland PRC revenues |
|
|
254,823,992 |
|
|
|
239,886,094 |
|
|
|
33,659,719 |
|
Hong Kong revenues |
|
|
- |
|
|
|
31,038,985 |
|
|
|
4,355,250 |
|
International revenues |
|
|
9,935,513 |
|
|
|
19,890,692 |
|
|
|
2,790,971 |
|
Total revenues |
|
|
264,759,505 |
|
|
|
290,815,771 |
|
|
|
40,805,940 |
|
Cost of revenues
For AR services, the cost of revenue comprised
of costs paid to channel distributors based on the sales agreements.
Note 2 — Summary of significant
accounting policies (cont.)
For AR entertainment segment, the cost of revenue
consists of the shared costs with content providers based on the profit sharing arrangements, third party consulting services expenses
and compensation expenses for the Company’s professionals.
For semiconductor business segment, the cost of
revenue consists primarily of the costs of products sold and third party software development costs.
Research and development expenses
Research and
development expenses include salaries and other compensation-related expenses to the Company’s research and product development
personnel, outsourced subcontractors, as well as office rental, depreciation and related expenses for the Company’s research and
product development team.
Value added taxes (“VAT”) and goods and services taxes
(“GST”)
Revenue represents the invoiced value of service,
net of VAT or GST. The VAT and GST are based on gross sales price. VAT rate is 6% on services and 13% on goods in China, and GST
rate is generally 7% in Singapore. Entities that are VAT/GST general taxpayers are allowed to offset qualified input VAT/GST paid to suppliers
against their output VAT/GST liabilities. Net VAT/GST balance between input VAT/GST and output VAT/GST is recorded in tax payable.
Income taxes
The Company accounts for current income taxes in
accordance with the laws of the relevant tax authorities. The charge for taxation is based on the results for the fiscal year as adjusted
for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted
by the balance sheet date.
Deferred taxes are accounted for using the asset
and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities
in the consolidated financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle,
deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it
is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated
using tax rates that are expected to apply to the period when the asset is realized, or the liability is settled. Deferred tax is charged
or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred
tax is also dealt with in equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance
with the laws of the relevant taxing authorities.
An uncertain tax position is recognized as a benefit
only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination
being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized
on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. No penalties and
interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred.
Leases
The Company adopted FASB ASU 2016-02, “Leases”
(Topic 842) for the year ended December 31, 2020, and elected the practical expedients that does not require us to reassess:
(1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing
leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or fewer, a lessee
is permitted to make an accounting policy election not to recognize lease assets and liabilities. The Company also adopted the practical
expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component.
Operating lease ROU assets and lease liabilities
are recognized at the adoption date or the commencement date, whichever is earlier, based on the present value of lease payments over
the lease term. Since the implicit rate for the Company’s leases is not readily determinable, the Company use its incremental borrowing
rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing
rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments,
in a similar economic environment and over a similar term.
Note 2 — Summary of significant accounting policies (cont.)
Lease terms used to calculate the present value
of lease payments generally do not include any options to extend, renew, or terminate the lease, as the Company does not have reasonable
certainty at lease inception that these options will be exercised. The Company generally considers the economic life of its operating
lease ROU assets to be comparable to the useful life of similar owned assets. The Company has elected the short-term lease exception,
therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less. Its leases
generally do not provide a residual guarantee. The operating lease ROU asset also excludes lease incentives. Lease expense is recognized
on a straight-line basis over the lease term.
The Company reviews the impairment of its ROU assets
consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets
when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment
of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash
flows of the related operations. The Company has elected to include the carrying amount of operating lease liabilities in any tested asset
group and include the associated operating lease payments in the undiscounted future pre-tax cash flows.
Stock-based compensation
The Company records stock-based compensation expense
for employees and non-employees at fair value on the grant date. Share-based compensation is recognized net of forfeitures, as amortized
expense on a straight-line basis over the requisite service period, which is the vesting period.
The Company accounts for share-based compensation
expenses using an estimated forfeiture rate at the time of grant and revising, if necessary, in subsequent periods if actual forfeitures
differ from initial estimates. Share-based compensation expenses are recorded net of estimated forfeitures such that expenses are recorded
only for those share-based awards that are expected to vest.
Employee benefit
The full-time employees of the Company are entitled
to staff welfare benefits including medical care, housing fund, pension benefits, unemployment insurance and other welfare, which are
government mandated defined contribution plans. The Company is required to accrue for these benefits based on certain percentages of the
employees’ respective salaries, subject to certain ceilings, in accordance with the relevant PRC regulations, and make cash contributions
to the state-sponsored plans out of the amounts accrued.
Noncontrolling interests
Noncontrolling interests consists of an aggregate
of 47% of the equity interest of VIDA, 44% of the equity interest of MicroAlgo and 45% of the equity interest of Viru as of December 31,
2023. Noncontrolling interests consists of an aggregate of 47% of the equity interest of VIDA, 48% of the equity interest of MicroAlgo
and 45% of the equity interest of Viru as of June 30, 2024.
Noncontrolling interests consist of the following:
| |
December 31, 2023 | | |
June 30, 2024 | | |
June 30, 2024 | |
| |
RMB | | |
RMB (Unaudited) | | |
USD (Unaudited) | |
VIDA | |
| (39,704,812 | ) | |
| (39,637,711 | ) | |
| (5,561,782 | ) |
Viru | |
| (141,931 | ) | |
| (9,229,058 | ) | |
| (1,294,979 | ) |
MicroAlgo | |
| 48,415,473 | | |
| 171,530,262 | | |
| 24,068,342 | |
Total noncontrolling interests | |
| 8,568,730 | | |
| 122,663,493 | | |
| 17,211,581 | |
Note 2 — Summary of significant accounting policies (cont.)
Earnings/(loss) per share
The Company computes earnings/(loss) per share
(“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic
and diluted EPS. Basic EPS is measured as net income/loss divided by the weighted average ordinary share outstanding for the period.
Diluted EPS presents the dilutive effect on a per share basis of the potential ordinary shares (e.g., convertible securities, options
and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary
shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from
the calculation of diluted EPS. For the six months ended June 30, 2023, there was no dilutive effect of potential shares due to the Company’s
net loss. For the six months ended June 30, 2024, there was no dilutive effect of potential shares due to the Company’s net income.
Statutory reserves
Pursuant
to the laws applicable to the PRC, PRC entities must make appropriations from after-tax profit to the non-distributable “statutory
surplus reserve fund”. Subject to certain cumulative limits, the “statutory surplus reserve fund” requires annual appropriations
of 10% of after-tax profit until the aggregated appropriations reach 50% of the registered capital (as determined under accounting
principles generally accepted in the PRC (“PRC GAAP”) at each year-end). For foreign invested enterprises and joint ventures
in the PRC, annual appropriations should be made to the “reserve fund”. For foreign invested enterprises, the annual appropriation
for the “reserve fund” cannot be less than 10% of after-tax profits until the aggregated appropriations reach 50% of
the registered capital (as determined under PRC GAAP at each year-end). If the Company has accumulated loss from prior periods, the Company
is able to use the current period net income after tax to offset against the accumulate loss.
Segment reporting
ASC 280, “Segment Reporting”,
establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational
structure as well as information about geographical areas, business segments and major customers in financial statements for detailing
the Company’s business segments.
Recently issued accounting pronouncements
In August 2023, the
FASB issued ASU 2023-05, “Business Combinations-Joint Venture Formations (Subtopic 805-60)”. The amendments in this Update
address the accounting for contributions made to a joint venture, upon formation, in a joint venture’s separate financial statements.
Requiring a joint venture to recognize and initially measure its assets and liabilities using a new basis of accounting upon formation
reduces diversity in practice and provides decision-useful information to a joint venture’s investors. The amendments in this Update
address a newly formed joint venture should initially measure its assets and liabilities at fair value (with exceptions to fair value
measurement that are consistent with the business combinations guidance). That approach is generally consistent with other new basis of
accounting models in GAAP, such as fresh-start reporting in accordance with Topic 852, Reorganizations. It is also broadly consistent
with the accounting outcome that would result from treating the joint venture as the acquirer of a business within the scope of Subtopic
805-10, Business Combinations—Overall. For public business entities, ASU 2023-05 is effective prospectively for all joint venture
formations with a formation date on or after January 1, 2025. Additionally, a joint venture that was formed before January 1, 2025 may
elect to apply the amendments retrospectively if it has sufficient information. Early adoption is permitted in any interim or annual period
in which financial statements have not yet been issued (or made available for issuance), either prospectively or retrospectively.
In November 2023, the FASB
issued ASU 2023-07, “Segment Reporting (Topic 280)”. The amendments in this Update improve reportable segment disclosure requirements,
primarily through enhanced disclosures about significant segment expenses. The amendments in this Update require that a public entity
disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker
(CODM) and included within each reported measure of segment profit or loss (collectively referred to as the “significant expense
principle”). The amendments in this Update also require that a public entity disclose, on an annual and interim basis, an amount
for other segment items by reportable segment and a description of its composition. The other segment items category is the difference
between segment revenue less the segment expenses disclosed under the significant expense principle and each reported measure of segment
profit or loss. The amendments in this Update are effective for fiscal years beginning after December 15, 2023, and interim periods within
fiscal years beginning after December 15, 2024. Early adoption is permitted.
Note 2 — Summary of significant accounting policies (cont.)
In December 2023, the FASB
issued ASU 2023-09, “Income Taxes (Topic 740)”. The amendments in this Update address investor requests for more transparency
about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes
paid information. The amendments in this Update require that public business entities on an annual basis (1) disclose specific categories
in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect
of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income [or loss] by the
applicable statutory income tax rate). Specifically, public business entities are required to disclose a tabular reconciliation, using
both percentages and reporting currency amounts. A public business entity is required to provide an explanation, if not otherwise evident,
of the individual reconciling items disclosed, such as the nature, effect, and underlying causes of the reconciling items and the judgment
used in categorizing the reconciling items. The amendments in this Update eliminate the requirement for all entities to (1) disclose the
nature and estimate of the range of the reasonably possible change in the unrecognized tax benefits balance in the next 12 months or (2)
make a statement that an estimate of the range cannot be made. The amendments in this Update remove the requirement to disclose the cumulative
amount of each type of temporary difference when a deferred tax liability is not recognized because of the exceptions to comprehensive
recognition of deferred taxes related to subsidiaries and corporate joint ventures. For public business entities, the amendments in this
Update are effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements
that have not yet been issued or made available for issuance. The amendments in this Update should be applied on a prospective basis.
Retrospective application is permitted.
Except as mentioned above, the Company does not
believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s
unaudited interim consolidated balance sheets, statements of income and comprehensive income and statements of cash flows.
Note 3 — Variable interest entity (“VIE”)
WiMi WFOE entered into contractual arrangements
with Beijing WiMi on November 6, 2018. The agreements were terminated on December 18, 2020, and WiMi WFOE entered into another
contractual arrangements with Beijing WiMi on the same day, under which WiMi WFOE maintains effective control of Beijing WiMi. The
significant terms of these contractual arrangements are summarized in “Note 1 Nature of business and organization” above.
As a result, the Company classifies Beijing WiMi as VIE which should be consolidated based on the structure as described in Note 1.
A VIE is an entity that has either a total equity
investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support, or whose
equity investors lack the characteristics of a controlling financial interest, such as through voting rights, right to receive the expected
residual returns of the entity or obligation to absorb the expected losses of the entity. The variable interest holder, if any, that has
a controlling financial interest in a VIE is deemed to be the primary beneficiary and must consolidate the VIE.
i) Beijing WiMi
WiMi WFOE is deemed to have a controlling financial
interest and be the primary beneficiary of Beijing WiMi because it has both of the following characteristics:
(1) The power to direct activities at Beijing
WiMi that most significantly impact such entity’s economic performance, and
(2) The right to receive benefits from Beijing
WiMi that could potentially be significant to such entity.
Pursuant to the contractual arrangements, Beijing
WiMi pays service fees equal to all of its net income to WiMi WFOE. The contractual arrangements are designed so that Beijing WiMi
operate for the benefit of WiMi WFOE and ultimately, the Company.
Accordingly, the accounts of Beijing WiMi are
consolidated in the accompanying financial statements. In addition, its financial positions and results of operations are included in
the Company’s financial statements. Under the VIE Arrangements, the Company has the power to direct activities of Beijing WiMi and
can have assets transferred out of Beijing WiMi. Therefore, the Company considers that there is no asset in Beijing WiMi that can be used
only to settle obligations of Beijing WiMi, except for registered capital and PRC statutory reserves, if any. As Beijing WiMi is incorporated
as limited liability company under the Company Law of the PRC, creditors of the Beijing WiMi do not have recourse to the general credit
of the Company for any of the liabilities of Beijing WiMi.
Note 3 — Variable interest entity
(“VIE”) (cont.)
The carrying amount of the VIEs’ consolidated
assets and liabilities are as follows:
|
|
December 31, 2023 |
|
|
June 30, 2024 |
|
|
June 30, 2024 |
|
|
|
RMB |
|
|
RMB (Unaudited) |
|
|
USD (Unaudited) |
|
Current assets |
|
|
48,490,650 |
|
|
|
19,191,150 |
|
|
|
2,692,814 |
|
Property, plant and equipment, net |
|
|
91,369,608 |
|
|
|
89,124,636 |
|
|
|
12,505,561 |
|
Other noncurrent assets |
|
|
265,926,480 |
|
|
|
276,300,213 |
|
|
|
38,769,183 |
|
Total assets |
|
|
405,786,738 |
|
|
|
384,615,999 |
|
|
|
53,967,558 |
|
Total liabilities |
|
|
(609,000,686 |
) |
|
|
(559,145,271 |
) |
|
|
(78,456,708 |
) |
Net assets |
|
|
(203,213,948 |
) |
|
|
(174,529,272 |
) |
|
|
(24,489,150 |
) |
| |
December 31, 2023 | | |
June 30, 2024 | | |
June 30, 2024 | |
| |
RMB | | |
RMB (Unaudited) | | |
USD (Unaudited) | |
Current liabilities: | |
| | |
| | |
| |
Accounts payable | |
| 9,219,643 | | |
| 9,169,169 | | |
| 1,286,576 | |
Deferred revenue | |
| - | | |
| 107,231 | | |
| 15,046 | |
Other payables and accrued liabilities | |
| 16,422,802 | | |
| 16,589,063 | | |
| 2,327,701 | |
Taxes payable | |
| 6,901,910 | | |
| 6,876,444 | | |
| 964,871 | |
Intercompany payable* | |
| 540,464,986 | | |
| 506,298,482 | | |
| 71,041,489 | |
Total current liabilities | |
| 573,009,341 | | |
| 539,040,389 | | |
| 75,635,683 | |
Non-current shareholder loan | |
| 35,991,345 | | |
| 20,104,882 | | |
| 2,821,025 | |
Total liabilities | |
| 609,000,686 | | |
| 559,145,271 | | |
| 78,456,708 | |
Note 3 — Variable interest entity
(“VIE”) (cont.)
The summarized operating results of the VIE’s
are as follows:
| |
For the six months ended June 30, 2023 | | |
For the six months ended June 30, 2024 | | |
For the six months ended June 30, 2024 | |
| |
RMB (Unaudited) | | |
RMB (Unaudited) | | |
USD (Unaudited) | |
Operating revenues | |
| 1,120,045 | | |
| 495,001 | | |
| 69,456 | |
Gross profit | |
| 437,799 | | |
| (1,012,580 | ) | |
| (142,081 | ) |
Income from operations | |
| (3,320,187 | ) | |
| (4,083,990 | ) | |
| (573,047 | ) |
Net income | |
| (3,272,218 | ) | |
| (4,491,743 | ) | |
| (630,261 | ) |
The following table provides a reconciliation
of cash and cash equivalents reported within the parent company balance sheets that sum to the total of the same amounts shown in the
parent company statements of cash flows:
| |
For the six months ended June 30 | |
| |
2023 | | |
2024 | | |
2024 | |
| |
RMB (Unaudited) | | |
RMB (Unaudited) | | |
USD (Unaudited) | |
Cash and cash equivalents | |
| 2,902,814 | | |
| 6,162,765 | | |
| 864,731 | |
Total cash and cash equivalents | |
| 2,902,814 | | |
| 6,162,765 | | |
| 864,731 | |
Note 4 — Deconsolidation
Disposal of Fe-da Electronics and its subsidiaries
On April 6, 2023, the Company’s board approved
the equity transfer agreement between VIYI and LIM TZEA, to transfer 100% equity interest of Fe-da Electronics Co., Ltd and its subsidiaries
Wisdom Lab Inc., EXCEL Technology Co., Ltd. and recognized RMB 17,801,786 of loss from the transfer. Since the disposal did not represent
any strategic change of the Company’s operation, the disposal was not presented as discontinued operations.
Net assets of the entities
disposed and gain on disposal was as follows:
| |
RMB | | |
USD | |
Total current assets | |
| 3,583,579 | | |
| 505,962 | |
Total other assets | |
| 115,270 | | |
| 16,275 | |
Total assets | |
| 3,698,849 | | |
| 522,237 | |
Total current liabilities | |
| 301,464 | | |
| 42,563 | |
Total net assets | |
| 3,397,385 | | |
| 479,674 | |
Total consideration | |
| - | | |
| - | |
Total loss on disposal | |
| 17,801,786 | | |
| 2,526,259 | |
Disposal of Shenzhen Yiyou Online Technology
Co., Ltd. (“YY Online”)
On May 20, 2024, the Company’s board
of directors approved the equity transfer agreement between Weidong Technology Co., Ltd. (“Weidong”) and a related individual
to transfer 100% equity interest of YY Online to the related individual with RMB 10 (USD 1.4). The disposal resulted in a gain from disposal
of approximately RMB 1,416,187 (USD 198,713). Since the disposal did not represent any strategic change of the Company’s operation,
the disposal was not presented as discontinued operations. See Note 10 — Related party balances and transactions.
Note 5 — Short-term investments
Short-term investments consist of the following:
|
|
December 31,
2023 |
|
|
June 30,
2024 |
|
|
June 30,
2024 |
|
|
|
RMB |
|
|
RMB
(Unaudited) |
|
|
USD
(Unaudited) |
|
Marketable securities |
|
|
435,659,383 |
|
|
|
659,278,049 |
|
|
|
92,506,882 |
|
Fair value disclosure:
| |
December 31, | | |
December 31, 2023 Fair Value | |
| |
2023 | | |
Level 1 | | |
Level 2 | | |
Level 3 | |
| |
| RMB | | |
| RMB | | |
| RMB | | |
| RMB | |
Marketable securities | |
| 435,659,383 | | |
| 435,659,383 | | |
| - | | |
| - | |
|
|
June 30, |
|
|
June 30, 2024
Fair Value |
|
|
|
2024 |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
|
|
RMB
(Unaudited) |
|
|
|
RMB
(Unaudited) |
|
|
|
RMB
(Unaudited) |
|
|
|
RMB
(Unaudited) |
|
Marketable securities |
|
|
659,278,049 |
|
|
|
659,278,049 |
|
|
|
- |
|
|
|
- |
|
There is no transfer between the levels for the
periods presented.
Gain
from sale of investments amounted to approximately RMB 52,687,134 and loss from sale of investments amounted to approximately RMB 43,127,252
(USD 6,051,419) for the year ended December 31, 2023 and for the six months ended June 30, 2024, respectively.
Note 6 — Accounts receivable, net
Accounts receivable, net consisted of the following:
| |
December 31, 2023 | | |
June 30, 2024 | | |
June 30, 2024 | |
| |
RMB | | |
RMB (Unaudited) | | |
USD (Unaudited) | |
Accounts receivable | |
| 51,457,258 | | |
| 45,738,144 | | |
| 6,417,767 | |
Less: allowance for credit losses | |
| (27,735,262 | ) | |
| (24,140,925 | ) | |
| (3,387,344 | ) |
Accounts receivable, net | |
| 23,721,996 | | |
| 21,597,219 | | |
| 3,030,423 | |
The following table summarizes the changes in
allowance for credit losses:
| |
December 31, 2023 | | |
June 30, 2024 | | |
June 30, 2024 | |
| |
RMB | | |
RMB (Unaudited) | | |
USD (Unaudited) | |
Beginning balance | |
| 117,080,588 | | |
| 27,735,262 | | |
| 3,891,685 | |
Reversal of credit losses | |
| (80,857,764 | ) | |
| (3,594,337 | ) | |
| (504,341 | ) |
Deconsolidation of Fe-da and subsidiaries | |
| (8,487,562 | ) | |
| - | | |
| - | |
Ending balance | |
| 27,735,262 | | |
| 24,140,925 | | |
| 3,387,344 | |
Note 7
— Property and equipment, net
Property and equipment, net consists of the following:
| |
December 31, 2023 | | |
June 30, 2024 | | |
June 30, 2024 | |
| |
RMB | | |
RMB (Unaudited) | | |
USD (Unaudited) | |
Office equipments | |
| 1,144,347 | | |
| 1,106,862 | | |
| 155,310 | |
Office furniture and fixtures | |
| 174,652 | | |
| 177,946 | | |
| 24,969 | |
Vehicles | |
| 1,201,452 | | |
| 1,201,452 | | |
| 168,582 | |
Building | |
| 94,259,656 | | |
| 94,259,656 | | |
| 13,226,084 | |
Leasehold improvements | |
| 271,572 | | |
| - | | |
| - | |
Subtotal | |
| 97,051,679 | | |
| 96,745,916 | | |
| 13,574,945 | |
Less: accumulated depreciation | |
| (4,916,961 | ) | |
| (7,023,207 | ) | |
| (985,464 | ) |
Total | |
| 92,134,718 | | |
| 89,722,709 | | |
| 12,589,481 | |
Depreciation expenses for the six months ended
June 30, 2023 and 2024 amounted to RMB 741,838 and RMB 2,413,427 (USD 338,641), respectively.
Note 8 — Equity investments
Equity investments consist of the following:
| |
December 31, 2023 | | |
June 30, 2024 | | |
June 30, 2024 | |
| |
RMB | | |
RMB | | |
USD | |
| |
| | |
(Unaudited) | | |
(Unaudited) | |
19.0% Investment (1 company in the sales of semiconductor products and related accessories areas) | |
| 1,114,030 | | |
| 1,134,680 | | |
| 159,213 | |
10% Investment (1 company) | |
| 268,422 | | |
| 268,422 | | |
| 37,664 | |
9.0% Investment (2 company in the AR and virtual reality (“VR”) areas) | |
| 8,689,076 | | |
| 8,689,076 | | |
| 1,219,211 | |
5.0% Investment (23 companies in the AR, VR and digital marketing areas) | |
| 542,654 | | |
| 542,654 | | |
| 76,143 | |
4.0% Investment (13 companies in the AR, VR, 3D animation and software areas) | |
| 289,369 | | |
| 289,369 | | |
| 40,603 | |
3.5% Investment (2 companies in the AR and VR areas) | |
| 342,948 | | |
| 342,948 | | |
| 48,121 | |
3.0% Investment (5 companies in the AR, VR and 3D animation areas) | |
| 43,867 | | |
| 43,867 | | |
| 6,155 | |
2.0% Investment (3 companies in the AR, VR, 3D animation and software areas) | |
| 25,022 | | |
| 25,022 | | |
| 3,511 | |
1.0% Investment (12 companies in the AR, VR, 3D animation, hardware and software areas) | |
| 185,320 | | |
| 185,320 | | |
| 26,003 | |
Total | |
| 11,500,708 | | |
| 11,521,358 | | |
| 1,616,624 | |
During the year ended December 31, 2023 and the six months
ended June 30,2024, the Company totally made 11,500,708 and RMB 11,521,358 (USD 1,616,624) in equity investments, respectively.
Note 9 — Other payables and accrued liabilities
Other payables and accrued liabilities consist
of the following:
| |
December 31, 2023 | | |
June 30, 2024 | | |
June 30, 2024 | |
| |
RMB | | |
RMB (Unaudited) | | |
USD (Unaudited) | |
Salary payables | |
| 1,068,104 | | |
| 1,089,967 | | |
| 152,939 | |
Other payables and accrued expenses | |
| 159,677,872 | | |
| 311,745,529 | | |
| 43,742,708 | |
Accrued interest payable | |
| 9,739,427 | | |
| 9,739,427 | | |
| 1,366,592 | |
Total other payables and accrued liabilities | |
| 170,485,403 | | |
| 322,574,923 | | |
| 45,262,239 | |
Note 10 — Related party balances and transactions
Loans — related party
For the year ended December 31, 2023 and for the six months ended June
30, 2024, the balances of loan from related parties are as follows:
Name of Related Parties | | Relationship | | Nature | | December 31, 2023 | | | June 30, 2024 | | | June 30, 2024 | |
| | | | | | RMB | | | RMB (Unaudited) | | | USD (Unaudited) | |
Shanghai Junei Internet Co. | | Under common control of Jie Zhao | | Loan | | | 35,991,345 | | | | 20,104,882 | | | | 2,821,025 | |
Total: | | | | | | | 35,991,345 | | | | 20,104,882 | | | | 2,821,025 | |
Amount due to related party -current | | | | | | | - | | | | - | | | | - | |
Amount due to related party - noncurrent | | | | | | | 35,991,345 | | | | 20,104,882 | | | | 2,821,025 | |
Joyous JD is a non-controlling shareholder of MicroAlgo.
The amount below represents advance to Venus Acquisition Corp prior to the merger. The amount was non-interest bearing and due on demand.
| |
December 31, 2023 | | |
June 30, 2024 | | |
June 30, 2024 | |
| |
RMB | | |
RMB | | |
USD | |
| |
| | |
(Unaudited) | | |
(Unaudited) | |
Advance to related party-current--Joyous JD Limited | |
| 1,086,012 | | |
| 1,092,774 | | |
| 153,333 | |
The disposal of YY Online is a related party transaction between Weidong
and a related individual, which is a staff of a subsidiary of MicroAlgo. The disposal resulted in a gain from disposal of approximately
RMB 1,416,187 (USD 198,713) for the six months ended June 30, 2024.
Note 11 — Taxes
Income tax
Cayman Islands
Under the current laws of the Cayman Islands, WiMi
Cayman, MicroAlgo, VIYI and VIWO are not subject to tax on income or capital gain. Additionally, upon payments of dividends to the shareholders,
no Cayman Islands withholding tax will be imposed.
Hong Kong
WiMi HK, Micro Beauty, VIDA, ICinit, VIYI Ltd, Viwo Tech and Viwo HK
are incorporated in Hong Kong and are subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial
statements adjusted in accordance with relevant Hong Kong tax laws. Under the two-tiered profits tax rates regime, the first 2 million
Hong Kong Dollar (“HKD”) of profits of the qualifying group entity will be taxed at 8.25%, and profits above HKD 2 million
will be taxed at 16.5%. The Company did not make any provisions for Hong Kong profit tax as there were no assessable profits derived
from or earned in Hong Kong since inception. Under Hong Kong tax law, WiMi HK is exempted from income tax on its foreign-derived
income and there are no withholding taxes in Hong Kong on remittance of dividends.
Seychelles
Skystar is incorporated in Seychelles and is not
subject to tax on income generated outside of Seychelles under the current law. In addition, upon payments of dividends by these entities
to their shareholders, no withholding tax will be imposed.
Singapore
Fe-da Electronics and Weeto are incorporated in
Singapore and is subject to Singapore Profits Tax on the taxable income as reported in its statutory financial statements adjusted in
accordance with relevant Singapore tax laws. The applicable tax rate is 17% in Singapore, with 75% of the first SGD 10,000 (approximately
RMB 49,000) taxable income and 50% of the next SGD 190,000 (approximately RMB 937,000) taxable income are exempted from income tax.
Note 11 — Taxes (cont.)
PRC
The subsidiaries and VIE incorporated in the PRC
are governed by the income tax laws of the PRC and the income tax provision in respect to operations in the PRC is calculated at the applicable
tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect thereof. Under
the Enterprise Income Tax Laws of the PRC (the “EIT Laws”), domestic enterprises and Foreign Investment Enterprises (the “FIE”)
are usually subject to a unified 25% enterprise income tax rate while preferential tax rates, tax holidays and even tax exemption may
be granted on case-by-case basis. EIT grants preferential tax treatment to certain High and New Technology Enterprises (“HNTEs”).
Under this preferential tax treatment, HNTEs are entitled to an income tax rate of 15%, subject to a requirement that they re-apply for
HNTE status every three years.
Korgas Duodian, and Korgas Weidong were formed and
registered in Korgas in Xinjiang, China from 2016 to 2020, and Kashi Duodian was formed and registered in Kashi in Xinjiang, China in
2019. These companies are not subject to income tax for 5 years and can obtain another two years of tax-exempt status and three years
at reduced income tax rate of 12.5% after the 5 years due to the local tax policies to attract companies in various industries.
Shenzhen Qianhai was formed and registered in Qianhai
District in Guangdong Provence, China in 2015. It is subject to income tax at a reduced rate of 15% due to the local tax policies to attract
companies in various industries.
Lixin Technology and Weidong were formed and registered
in the free tax zone in Hainan Provence, China in 2020. These companies are subject to income tax at a reduced rate of 15% due to the
local tax policies to attract companies in various industries.
Significant components of the provision for
income taxes are as follows:
| |
For the six months ended June 30, 2023 | | |
For the six months ended June 30, 2024 | | |
For the six months ended June 30, 2024 | |
| |
RMB | | |
RMB | | |
USD | |
| |
(Unaudited) | | |
(Unaudited) | | |
(Unaudited) | |
Current | |
| (42,705 | ) | |
| (457,941 | ) | |
| (64,256 | ) |
Deferred | |
| - | | |
| (932,125 | ) | |
| (130,792 | ) |
Provision for income taxes | |
| (42,705 | ) | |
| (1,390,066 | ) | |
| (195,048 | ) |
Deferred tax assets and liabilities
Significant components of deferred tax assets
and liabilities were as follows:
| |
December 31, 2023 | | |
June 30, 2024 | | |
June 30, 2024 | |
| |
RMB | | |
RMB | | |
USD | |
| |
| | |
(Unaudited) | | |
(Unaudited) | |
Deferred tax assets: | |
| | |
| | |
| |
Allowance for credit losses | |
| 987,848 | | |
| 55,723 | | |
| 7,819 | |
Net operating loss carry forwards | |
| 19,352,270 | | |
| - | | |
| - | |
Less: valuation allowance | |
| (19,352,270 | ) | |
| - | | |
| - | |
Deferred tax assets, net | |
| 987,848 | | |
| 55,723 | | |
| 7,819 | |
Deferred tax liabilities: | |
| | | |
| | | |
| | |
Recognition of intangible assets arising from business combinations | |
| - | | |
| - | | |
| - | |
Total deferred tax liabilities, net | |
| - | | |
| - | | |
| - | |
Note 11 — Taxes (cont.)
The Company evaluated the recoverable amounts
of deferred tax assets and provided a valuation allowance to the extent that future taxable profits will be available against which the
net operating loss and temporary difference can be utilized. The Company considers both positive and negative factors when assessing the
future realization of the deferred tax assets and applied weight to the relative impact of the evidence to the extent it could be objectively
verified.
Uncertain tax positions
The Company evaluates each uncertain tax position
(including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits
associated with the tax positions. As of December 31, 2023 and June 30,2024, the Company did not have any significant unrecognized
uncertain tax positions. The Company did not incur any interest and penalties related to potential underpaid income tax expenses for the year
ended December 31,2023 and for the six months ended June 30, 2024.
Value added taxes (“VAT”) and goods and services taxes
(“GST”)
Revenue represents the invoiced value of service,
net of VAT or GST. The VAT and GST are based on gross sales price. VAT rate is 6% on services and 13% on goods in China, and GST rate
is generally 7% in Singapore.
Taxes payable consisted of the following:
| |
December 31, 2023 | | |
June 30, 2024 | | |
June 30, 2024 | |
| |
RMB | | |
RMB | | |
USD | |
| |
| | |
(Unaudited) | | |
(Unaudited) | |
VAT taxes payable | |
| 396,457 | | |
| 563,066 | | |
| 79,007 | |
Income taxes payable | |
| 5,024,623 | | |
| 4,986,466 | | |
| 699,678 | |
Other taxes payable* | |
| 2,009,768 | | |
| 1,996,751 | | |
| 280,175 | |
Totals | |
| 7,430,848 | | |
| 7,546,283 | | |
| 1,058,860 | |
Note 12 — Concentration of risk
Credit risk
Financial instruments that potentially subject
the Company to significant concentrations of credit risk consist primarily of cash and short-term investments. In China, the insurance
coverage for cash deposits of each bank is RMB 500,000. As of June 30, 2024, cash balance of RMB 134,632,690 (USD 18,891,044) was
deposited with financial institutions located in China, of which RMB 85,596,777 (USD 12,010,548) was subject to credit risk. The
Hong Kong Deposit Protection Board pays compensation up to a limit of HKD 500,000 (approximately USD 64,000) if the bank with
which an individual/a company hold its eligible deposit fails. As of June 30, 2024, cash balance of HKD 314,685,799 approximately RMB
287,207,435 (USD 40,299,634) was maintained at financial institutions in Hong Kong, of which HKD 293,869,533 approximately RMB
268,208,845 (USD 37,633,839) was subject to credit risk. The Singapore Deposit Insurance Corporation Limited (SDIC) insures deposits in
a Deposit Insurance (DI) Scheme member bank or finance company up to SGD 75,000 (approximately USD 57,000) per account. As of June
30, 2024, cash balance of SGD 8,025,551 approximately RMB 42,366,886 (USD 5,944,728) was maintained at DI Scheme banks in Singapore,
of which SGD 7,845,610 approximately RMB 41,416,976 (USD 5,811,441) was subject to credit risk. In the US, the insurance coverage
of each bank is USD 250,000. As of June 30, 2024, cash balance of USD 5,396,880 (RMB 38,462,484) was deposited with a financial
institution located in US, of which USD 4,752,401 (RMB 33,869,411) was subject to credit risk. The Company’s short-term investments
are mainly securities traded in US and Hong Kong markets held in a brokerage account in Hong Kong. The HK securities are protected
by Investor Compensation Fund regulated by Securities and Futures Commission for up to HKD 500,000 per account. As of June 30, 2024, a
total of RMB 4,190,079 (USD 587,933) short-term investments deposited with a securities company located in Hong Kong was subject
to credit risk. While management believes that these financial institutions are of high credit quality, it also continually monitors their
credit worthiness.
Note 12 — Concentration of risk (cont.)
A majority of the Company’s expense transactions
are denominated in RMB and a significant portion of the Company and its subsidiaries’ assets and liabilities are denominated in
RMB. RMB is not freely convertible into foreign currencies. In the PRC, certain foreign exchange transactions are required by law
to be transacted only by authorized financial institutions at exchange rates set by the PBOC. Remittances in currencies other than
RMB by the Company in China must be processed through the PBOC or other China foreign exchange regulatory bodies which require certain
supporting documentation in order to affect the remittance.
To the extent that the Company needs to convert
U.S. dollars into RMB for capital expenditures and working capital and other business purposes, appreciation of RMB against U.S. dollar
would have an adverse effect on the RMB amount the Company would receive from the conversion. Conversely, if the Company decides to convert
RMB into U.S. dollar for the purpose of making payments for dividends, strategic acquisition or investments or other business purposes,
appreciation of U.S. dollar against RMB would have a negative effect on the U.S. dollar amount available to the Company.
Customer concentration risk
For the six months ended June 30, 2023, no customer
accounted for more than 10% of the Company’s total revenues. For the six months ended June 30, 2024, one customer accounted for
11.5% of the Company’s total revenues.
As of December 31, 2023, three customers
accounted for 27.3%, 14.5%, and 10.9% of the Company’s accounts receivable, respectively. As of June 30, 2024, two customers accounted
for 35.3% and 10.8% of the Company’s accounts receivable, respectively.
Vendor concentration risk
For the six months ended June 30, 2023, no vendor
accounted for more than 10% of the Company’s total purchases. For the six months ended June 30, 2024, three vendors accounted for
14.4%, 10.9% and 10.2% of the Company’s total purchases, respectively.
As of December 31, 2023, four vendors accounted
for 26.5%, 25.1%, 13.3% and 11.7% of the Company’s accounts payable, respectively. As of June 30, 2024, three vendors accounted
for 32.5%, 17.1% and 15.1% of the Company’s accounts payable, respectively.
Note 13 — Leases
Lease commitments
The Company determines if a contract contains
a lease at inception. US GAAP requires that the Company’s leases be evaluated and classified as operating or finance leases for
financial reporting purposes. The classification evaluation begins at the commencement date and the lease term used in the evaluation
includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods
when the exercise of the renewal option is reasonably certain and failure to exercise such option which result in an economic penalty.
All of the Company’s real estate leases are classified as operating leases.
The Company has entered into eight
non-cancellable operating lease agreements with term more than one year for office spaces expiring through July 2026. As of
June 30, 2024, upon adoption of FASB ASU 2016-02, the Company recognized approximately RMB 1.3 million (USD 0.2 million) of
right of use (“ROU”) assets and RMB 1.2 million (USD 0.2 million) of lease liabilities based on the present value of the
future minimum rental payments of leases, using a weighted average discount rate of 7% based on duration of lease terms. The
Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The leases
generally do not contain options to extend at the time of expiration and the weighted average remaining lease terms are 1 year
as of June 30, 2024.
Operating lease expenses are allocated between
the cost of revenue and selling, general, and administrative expenses. Rent expenses for the six months ended June 30, 2023 and 2024
were RMB 823,731 and RMB 707,265 (USD 99,240), respectively.
Note 13 — Leases (cont.)
The maturity of the Company’s operating
lease obligations is presented below:
Schedule of operating lease obligations Twelve Months Ending December 31, | |
Operating Lease Amount | |
| |
RMB | | |
USD | |
| |
(Unaudited) | | |
(Unaudited) | |
2024 (remaining six months) | |
| 543,291 | | |
| 76,232 | |
2025 | |
| 464,565 | | |
| 65,186 | |
2026 | |
| 223,563 | | |
| 31,369 | |
2027 | |
| - | | |
| - | |
2028 | |
| - | | |
| - | |
Total lease payments | |
| 1,231,419 | | |
| 172,787 | |
Less: Interest | |
| 66,662 | | |
| 9,355 | |
Present value of lease liabilities | |
| 1,164,757 | | |
| 163,432 | |
Note 14 — Shareholders’ equity
Ordinary shares
WiMi Cayman was established under the laws of
Cayman Islands on August 16, 2018 with authorized share of 20,115,570 Class A Ordinary Shares of par value USD 0.0001 each,
466,967,730 Class B Ordinary Shares of par value USD 0.0001 each and 12,916,700 Series A Preferred Shares of par value
USD 0.0001 each. Each Class A Ordinary Share shall be entitled to ten (10) votes on all matters subject to vote at general
meetings of the Company, and each Class B Ordinary Share shall be entitled to one (1) vote on all matters subject to vote at
general meetings of the Company. Each Class A Ordinary Share is convertible into one (1) Class B Ordinary Share at any
time by the holder. Except for the voting right and conversion right, the Class A ordinary shares and Class B ordinary shares
shall carry equal rights and rank pari passu with one another, including but not limited to the rights to dividends and other capital
distributions.
On March 24, 2021, the Company completed
its third public offering of 11,173,335 units at the public offering price of USD 7.50 per unit, with each unit consisting of
one ADS and four-tenths of a warrant to purchase one ADS at an exercise price of USD 8.60 per ADS and exercisable at any time after
the date of issuance and expire on the second anniversary of the date of issuance. Each ADS represents two of the Company’s Class B
ordinary shares, par value USD 0.0001 per share. The offering resulted in net proceeds to the Company of approximately USD 79.7 million
(RMB 508.1 million) after deducting underwriting commission and other expenses of approximately USD 6.0 million (RMB 38.9 million).
Stock based compensation
On January 26, 2023, the Company’s Board
approved the Company’s 2023 Equity Incentive Plan (the “2023 Plan”). The maximum aggregate number of Class B ordinary
shares that may be issued under the 2023 Equity Incentive Plan is 23,000,000. The awards could be granted in the form of share options,
restricted shares, restricted share units and other local awards.
Restricted assets
The Company’s ability to pay dividends is
primarily dependent on the Company receiving distributions of funds from its subsidiary. Relevant PRC statutory laws and regulations permit
payments of dividends by WiMi WFOE, Lixin Technology, Shenzhen Weiyixin, Shanghai Weimu, Beijing WiMi and Shenzhen Yitian (collectively
“WiMi PRC entities”) only out of its accumulated deficits, if any, as determined in accordance with PRC accounting standards
and regulations. The results of operations reflected in the accompanying consolidated financial statements prepared in accordance with
U.S. GAAP differ from those reflected in the statutory financial statements of WiMi PRC entities.
WiMi PRC entities are required to set aside at
least 10% of their after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of
its registered capital. In addition, WiMi PRC entities may allocate a portion of its after-tax profits based on PRC accounting standards
to enterprise expansion fund and staff bonus and welfare fund at its discretion. WiMi PRC entities may allocate a portion of its after-tax
profits based on PRC accounting standards to a discretionary surplus fund at its discretion. The statutory reserve funds and the discretionary
funds are not distributable as cash dividends. Remittance of dividends by a wholly foreign-owned company out of China is subject to examination
by the banks designated by State Administration of Foreign Exchange.
As a result of the foregoing restrictions, WiMi
PRC entities are restricted in their ability to transfer their assets to the Company. Foreign exchange and other regulation in the PRC
may further restrict WiMi PRC entities from transferring funds to the Company in the form of dividends, loans and advances. As of June
30, 2024, amounts restricted are the paid-in-capital and statutory reserve of WiMi PRC entities, which amounted to RMB 198,189,758 (USD
27,809,081).
Note 14 — Shareholders’ equity (cont.)
Statutory reserve
As of December 31, 2023 and June 30, 2024,
WiMi PRC entities collectively attributed RMB 25,647,972 and 25,647,972, of accumulated deficits for their statutory reserves, respectively.
Note 15 — Warrant liability
The Company’s subsidiary, MicroAlgo Inc.
(“MicroAlgo”), consummated a private placement of 270,500 Private Units at RMB 69.4 (USD 10.0) per unit simultaneously with
the closing of its initial public offering in 2021. Each Unit consists of one ordinary share of MicroAlgo Inc, par value $0.001 per share,
one warrant (“Private Warrant”) entitling its holder to purchase one-half of one share at a price of $11.50 per share, and
one right to receive one-tenth (1/10) of one share upon the consummation of the Company’s initial business combination.
The Private Warrants will be exercisable on a
cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private
Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable
by MicroAlgo and exercisable by such holders on the same basis as the Public Warrants.
The private warrants are accounted for as liabilities
in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheets.
The warrants were classified as Level 3 at the
initial measurement date due to the use of unobservable inputs. MicroAlgo established the initial fair value for the private warrants
at USD 380,000 on February 11, 2021, the date of the Company’s Initial Public Offering, using a Black-Scholes model.
The key inputs into the Black-Scholes model were
as follows at their following measurement dates:
Schedule of Black-Scholes model | |
December 31, 2023 | | |
December 31, 2023 | | |
June 30, 2024 | | |
June 30, 2024 | |
| |
USD | | |
RMB | | |
USD | | |
RMB | |
Input | |
| | |
| | |
| | |
| |
Share price | |
| 0.91 | | |
| 6.45 | | |
| 16.31 | | |
| 116.24 | |
Risk-free interest rate | |
| 3.95 | % | |
| 3.95 | % | |
| 4.50 | % | |
| 4.50 | % |
Volatility | |
| 5.70 | % | |
| 5.70 | % | |
| 5.70 | % | |
| 5.70 | % |
Exercise price | |
| 11.50 | | |
| 81.45 | | |
| 115.00 | | |
| 819.58 | |
Warrant life (yr) | |
| 3.92 | | |
| 3.92 | | |
| 3.42 | | |
| 3.42 | |
As of December 9, 2022, the aggregate value
of the private warrants was $123,750. The change in fair value from January 1, 2022 to December 9, 2022 was approximately $300,000
was included in the historical accumulated deficits (accumulated deficits) of Venus. The fair value of the warrants on December 31,
2023 and June 30, 2024 were nil, mainly due to the high exercise price comparing to actual share price.
Note 16 — Commitments and contingencies
Contingencies
From time to time, the Company is party to certain
legal proceedings, as well as certain asserted and un-asserted claims. Amounts accrued, as well as the total amount of reasonably possible
losses with respect to such matters, individually and in the aggregate, are not deemed to be material to the consolidated financial statements.
Variable interest entity structure
In the opinion of management, (i) the corporate
structure of the Company is in compliance with existing PRC laws and regulations; (ii) the contractual arrangements are valid and
binding, and do not result in any violation of PRC laws or regulations currently in effect; and (iii) the business operations of
WiMi WFOE and the VIE are in compliance with existing PRC laws and regulations in all material respects.
However, there are substantial uncertainties regarding
the interpretation and application of current and future PRC laws and regulations. Accordingly, the Company cannot be assured that PRC
regulatory authorities will not ultimately take a contrary view to the foregoing opinion of its management. If the current corporate structure
of the Company or the contractual arrangements is found to be in violation of any existing or future PRC laws and regulations, the Company
may be required to restructure its corporate structure and operations in the PRC to comply with changing and new PRC laws and regulations.
In the opinion of management, the likelihood of loss in respect of the Company’s current corporate structure or the contractual
arrangements is remote based on current facts and circumstances.
Note 17 — Segments
ASC 280, “Segment Reporting”,
establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational
structure as well as information about geographical areas, business segments and major customers in financial statements for detailing
the Company’s business segments.
The Company’s chief operating decision maker
is the Chief Executive Officer, who reviews the financial information of the separate operating segments when making decisions about allocating
resources and assessing the performance of the group. The Company has determined that it has three operating segments: (1) AR services,
(2) AR entertainment and (3) semiconductor related products and services.
The following tables present summary information
by segment for the six months ended June 30, 2023 and 2024:
| |
AR services | | |
AR entertainment | | |
Semiconductor business | | |
Total June 30, 2023 | |
| |
RMB (Unaudited) | | |
RMB (Unaudited) | | |
RMB (Unaudited) | | |
RMB (Unaudited) | |
Revenues | |
| 254,823,992 | | |
| - | | |
| 9,935,513 | | |
| 264,759,505 | |
Cost of revenues | |
| 173,883,371 | | |
| - | | |
| 9,894,059 | | |
| 183,777,430 | |
Gross profit | |
| 80,940,621 | | |
| - | | |
| 41,454 | | |
| 80,982,075 | |
Depreciation and amortization | |
| 1,126,731 | | |
| - | | |
| 13,553 | | |
| 1,140,284 | |
Total capital expenditures | |
| 79,813,891 | | |
| - | | |
| 27,901 | | |
| 79,841,792 | |
Note 17 — Segments (cont.)
| |
AR services | | |
AR entertainment | | |
Semiconductor business | | |
Total June 30, 2024 | |
| |
RMB (Unaudited) | | |
RMB (Unaudited) | | |
RMB (Unaudited) | | |
RMB (Unaudited) | |
Revenues | |
| 290,815,771 | | |
| - | | |
| - | | |
| 290,815,771 | |
Cost of revenues | |
| 203,244,381 | | |
| - | | |
| - | | |
| 203,244,381 | |
Gross profit | |
| 87,571,390 | | |
| - | | |
| - | | |
| 87,571,390 | |
Depreciation and amortization | |
| 2,966,171 | | |
| - | | |
| - | | |
| 2,966,171 | |
Total capital expenditures | |
| 3,294 | | |
| - | | |
| - | | |
| 3,294 | |
Total assets as of:
| |
December 31, 2023 | | |
June 30, 2024 | | |
June 30, 2024 | |
| |
RMB | | |
RMB (Unaudited) | | |
USD (Unaudited) | |
AR services | |
| 551,391,408 | | |
| 1,425,733,638 | | |
| 200,052,428 | |
AR entertainment | |
| 471,845,963 | | |
| - | | |
| - | |
Semiconductor business | |
| 7,773,250 | | |
| - | | |
| - | |
Total assets | |
| 1,031,010,621 | | |
| 1,425,733,638 | | |
| 200,052,428 | |
The Company’s operations are primarily based
in the PRC, where the Company derives a substantial portion of their revenues. Management also reviewed consolidated financial results
by business locations. Disaggregated information of revenues by geographic locations are as follows:
| |
Total for the six months ended June 30, 2023 | | |
Total for the six months ended June 30, 2024 | | |
Total for the six months ended June 30, 2024 | |
| |
RMB (Unaudited) | | |
RMB (Unaudited) | | |
USD (Unaudited) | |
Mainland PRC revenues | |
| 254,823,992 | | |
| 239,886,094 | | |
| 33,659,719 | |
Hong Kong revenues | |
| - | | |
| 31,038,985 | | |
| 4,355,250 | |
International revenues | |
| 9,935,513 | | |
| 19,890,692 | | |
| 2,790,971 | |
Total revenues | |
| 264,759,505 | | |
| 290,815,771 | | |
| 40,805,940 | |
Note 18 — Subsequent events
The Company evaluated all events and transactions that occurred after
June 30, 2024 up through the date the Company issued these unaudited interim condensed consolidated financial statements, and determined
that it does not have any additional material subsequent events to disclose in these financial statements.
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Our breakdown of revenues by business segment
for the six months ended June 30, 2023 and 2024, respectively, is summarized below:
Our total revenues increased by approximately
RMB 26.1 million, or 10%, from approximately RMB 264.8 million for the six months ended June 30, 2023 to approximately RMB 290.8 million
(USD 40.8 million) for the six months ended June 30, 2024, mainly due to the increase of advertising revenues.
Most of our AR services revenues are generated from advertising display
services when we completed performance obligation to deliver related advertising services based on the specific terms of the contract,
which are commonly based on a specific action, e.g., cost per impression (“CPM”) for online display. Our AR service revenue
increased by approximately RMB 36.0 million, or 14%, from approximately RMB 254.8 million for the six months ended June 30, 2023 to approximately
RMB 290.8 million (USD 40.8 million) for six months ended June 30, 2024.
Semiconductor business revenues include revenues
generated from the sales of semiconductor products and related accessories and revenues from software development catering to our customers’
specific demands. Our semiconductor business revenues decreased by approximately RMB 9.9 million from approximately RMB 9.9 million for
the six months ended June 30, 2023 to nil for the six months ended June 30, 2024. The decline is due to the divestiture of Fe-da Electronics
and its subsidiaries in the last fiscal year, as we have decided to concentrate on our core business.
Our breakdown of cost of revenues by business
segment for the six months ended June 30, 2023 and 2024, respectively, is summarized below:
Our total cost of revenues increased by approximately
RMB 19.5 million, or 11%, from approximately RMB 183.8 million for the six months ended June 30, 2023 to approximately RMB 203.2 million
(USD 28.5 million) for the six months ended June 30, 2024.
Our cost of revenues for AR services increased
by approximately RMB 29.4 million, or 17%, from approximately RMB 173.9 million for the six months ended June 30, 2023 to approximately
RMB 203.2 million (USD 28.5 million) for the six months ended June 30, 2024. This increase was in line with the increase in revenue.
Our cost of revenues for semiconductor business
decreased by approximately RMB 9.9 million from approximately RMB 9.9 million for the six months ended June 30, 2023 to nil for the six
months ended June 30, 2024. The cost of revenues for our semiconductor business includes costs of products sold and third-party software
development costs. The decrease was due to the divestiture of Fe-da Electronics and its subsidiaries in the last fiscal year.
Our gross profit increased by approximately RMB
6.6 million, from approximately RMB 81.0 million for the six months ended June 30, 2023 to approximately RMB 87.6 million (USD 12.3 million)
during the six months ended June 30, 2024.
For the six months ended June 30, 2024, we incurred
approximately RMB 90.9 million (USD 12.8 million) in operating expenses, representing a decrease of approximately RMB 21.1 million, or
19%, from approximately RMB 112.0 million for the six months ended June 30, 2023, the decrease was mainly due to the decrease on research
and development expenses.
Selling expenses decreased by approximately RMB
0.6 million, or 33%, from approximately RMB 1.8 million for the six months ended June 30, 2023 to approximately RMB 1.2 million (USD 0.2
million) for the six months ended June 30, 2024. The decrease was primarily due to the decline in business of Beijing WiMi.
General and administrative expenses increased
by approximately RMB 2.9 million, or 19%, from RMB 14.8 million for the six months ended June 30, 2023 to approximately RMB 17.7 million
(USD 2.5 million) for the six months ended June 30, 2024. The increase was mainly due to the increase in the consulting service fees paid
to consolidate shares and issue debts from MicroAlgo.
Research and development expenses decreased by
approximately RMB 16.4 million, or 18%, from approximately RMB 92.2 million for the six months ended June 30, 2023 to approximately RMB
75.8 million (USD 10.6 million) for the six months ended June 30, 2024. The primary reason for the decrease is attributable to the decreased
expenses inputs of Tapuyu with the improvement of R&D technology system.
Stock compensation expenses decreased by approximately
RMB 3.1 million, from RMB 3.1 million for the six months ended June 30, 2023 to nil for the six months ended June 30, 2024.
Total other income, net, was approximately RMB
12.6 million for the six months ended June 30, 2023 compared to other income approximately RMB 17.0 million (USD 2.4 million) for the
six months ended June 30, 2024, respectively.
For the six months ended June
30, 2024, we have investment loss of approximately RMB 43.1 million (USD 6.1 million) as compared to an investment income of
approximately RMB 6.1 million for the six months ended June 30, 2023. The decrease of the income was primarily due to the decrease
on fair value movement of the security which the company invested in with the amount of approximately RMB 41.9 million (USD 5.9 million).
Interest income increased from approximately RMB
6.8 million for the six months ended June 30, 2023 to approximately RMB 51.5 million (USD 7.2 million) for the six months ended June 30,
2024. The increase in interest income was mainly due to the increased interest from investment products with the amount of approximately
RMB 45.7 million (USD 6.4 million).
Other income, net increased from approximately
RMB 0.6 million for the six months ended June 30, 2023 to approximately RMB 7.7 million (USD 1.1 million) for the six months ended June
30, 2024. The increase was mainly attributed to the refund of ADR fees of WIMI Inc and rental income of short-term leases with the amount
of approximately RMB 121,101 (USD 16,992).
Gain from disposal of subsidiaries increased from
approximately RMB 47,975 for the six months ended June 30, 2023 to approximately RMB 1.4 million (USD 0.2 million) for the six months
ended June 30, 2024. The increase was mainly from the disposal of YY Online.
Provision for income taxes were RMB 42,705 and RMB 1.4 million (USD
0.2 million) for the six months ended June 30, 2023 and 2024, respectively. The increase in provision for income taxes of approximately
RMB 1.3 million, or 3,155% was due to the increased allowance of credit losses.
As a result of the combination of factors discussed
above, our net income/loss increased from approximately RMB 18.4 million of net loss for the six months ended June 30, 2023 to approximately
RMB 12.3 million (USD1.7 million) of net income for the six months ended June 30, 2024.
After adding non-controlling interest of approximately
RMB 4.6 million (USD 0.6 million), net income/loss attributable to holding company increased from approximately RMB 2.2 million for the
six months of net loss ended June 30, 2023 to net income of approximately RMB 7.7 million (USD 1.1 million) for the six months ended June
30, 2024.
Basic and diluted earnings per share was RMB 0.04 (USD 0.01) for the
six months ended June 30, 2024, compared to basic and diluted loss per share of RMB 0.01 in the same period of 2023.
As of June 30, 2024, we had cash, cash equivalents and short-term investment
of approximately RMB 1,162.0 million (USD 163.0 million). Our working capital was approximately RMB 721.4 million (USD
101.2 million) as of June 30, 2024. In assessing our liquidity, we monitor and analyze our cash on-hand and our operating and capital
expenditure commitments. To date, we have financed our working capital requirements through cash flow generated from operations, debt
and equity financing.
The following table provides summary information
about our cash, cash equivalents and short-term investments:
The following table provides summary information
about our net cash flow for financial statement periods presented in this report:
Net cash used in operating activities was approximately
RMB 4.1 million for the six months ended June 30, 2023, which was primarily attributable to net loss of approximately RMB 18.4 million
adjusted by various non-cash items such as depreciation and amortization expenses, bad debt allowance and stock compensation expenses
of approximately RMB 172,096. Cash outflow was also attributable to the increase in accounts receivable of approximately RMB 14.5 million
due to the increase in revenue from existing customers and prepaid services fees of approximately RMB 20.8 million as we prepaid more
professional fees and we made more advances to secure advertising channels for advertising. The cash outflow was offset by an increase
of approximately RMB 19.6 million in accounts payable from the new supplier and better payment terms.
Net cash provided by operating activities was approximately RMB 150.2
million (USD 21.1 million) for the six months ended June 30, 2024, which was primarily attributable to the increase on other payables
and accrued liabilities of approximately RMB 108.7 million (USD 15.3 million) and increase on gain from short-term investments of RMB
39.7 million (USD 5.6 million). The cash flow was also offset by the decrease in prepaid services fees of RMB 7.6 million (USD 1.1 million)
and the decrease on accounts payable of RMB 6.8 million (USD 1.0 million).
Net cash used in investing activities was approximately
RMB 167.8 million for the six months ended June 30, 2023, which was primarily attributed to our substantial purchases of securities during
the current period about RMB 168.8 million, this amount represents the net balance after offsetting purchases and sales during the current
period.
Net cash used in investing activities was approximately
RMB 218.5 million (USD 30.7 million) for the six months ended June 30, 2024, which was primarily attributed to the increase in sale of
short-term investments of approximately RMB 294.5 million (USD 41.3 million). Cash inflow was also offset by the purchases of short-term
investments of RMB 513.1 million (USD 72.0 million).
For the six months ended June 30, 2023, cash provided
by financing activities was approximately RMB 16.1 million. Primarily due to the addition of RMB 8.5 million in new bank loans during
the current period and the disposal of other payables resulting from the divestiture of Fe-da Electronics, amounting to approximately
RMB 7.0 million.
For the six months ended June 30, 2024, cash provided
by financing activities was approximately RMB 286.6 million (USD 40.2 million), which was primarily due to the increase on cash
received from issuance of shares to noncontrolling interests with the amount of approximately RMB 152.4 million (USD 21.4 million) and
the increase on issuance of convertible notes of approximately RMB 145.7 million (USD 20.5 million). Cash inflow was also offset by repayments
to related party loans of RMB 17.7 million (USD 2.5 million).
Nature of Business and Organization
|
6 Months Ended |
Jun. 30, 2024 |
Nature of Business and Organization [Abstract] |
|
Nature of business and organization |
Note 1 — Nature of business and organization
WiMi Hologram Cloud Inc. (“WiMi Cayman”
or the “Company”) is a holding company incorporated on August 16, 2018, under the laws of the Cayman Islands. The Company’s
headquarter is located in the city of Beijing, China. The Company operates through its subsidiaries, WiMi Hologram Cloud Limited (“WiMi
HK”), MicroAlgo Inc. (“MicroAlgo”), Tianjin Zhongzhengdaohe Investment Co., Ltd. (“TJ Zhongzheng”), and
Lixin Technology Co., Ltd. (“Lixin Technology”). On April 28, 2022, the Company also established Weeto Investment Pte.
Ltd. in Singapore.
(a) WiMi HK and subsidiaries
WiMi HK holds all of the outstanding equity of
Beijing Hologram WiMi Cloud Network Technology Co., Ltd. (“WiMi WFOE”) which was established on September 20,
2018 under the law of the People’s Republic of China (“PRC” or “China”). WiMi WFOE, through its variable
interest entity (“VIE”), Beijing WiMi Cloud Software Co., Ltd. (“Beijing WiMi”) and its subsidiaries,
engages in providing augmented reality related products and services.
On December 18, 2020, with consent of WiMi
WFOE and approval of board, the original shareholders of Beijing WiMi terminated the original VIE agreements that were entered into on
November 6, 2018. The original shareholders who collectively owned 17.9% of Beijing WiMi transferred their 17.9% equity interests
of Beijing WiMi to Ms. Yao Zhaohua and Ms. Sun Yadong pursuant to share transfer agreements. As a result, Ms. Yao Zhaohua and Ms. Sun
Yadong owned 99.90% and 0.1% of Beijing WiMi, respectively. Ms. Yao Zhaohua and Ms. Sun Yadong entered into contractual agreements (see
contractual agreements below) with WiMi WFOE on December 18, 2020. As such, WiMi WFOE maintained effective control of Beijing WiMi.
On June 1, 2020, Wimi HK established ICinit
Limited (“ICinit”) in Hong Kong, and Wimi HK has a 51% equity interest in ICinit, which primarily engages in sales computer
chip and intelligent chip products.
On October 1, 2021, the Company’s board
approved the equity transfer agreement between WiMi HK and Lucky Monkey Holding Limited, pursuant to which WiMi HK transferred 2% of the
issued share capital of ICinit for a consideration of HKD 50,000 (approximately RMB 60,321or USD 6,400). The Company concluded that
it had lost controlling financial interest in ICinit on October 1, 2021 and deconsolidated ICinit on October 1, 2021 and recorded
the fair value of its investment as equity investment. As the deconsolidation did not present a strategic change on the Company’s
operation, the deconsolidation was not presented as discontinued operations.
On May 25, 2022, the Company entered into an equity transfer agreement
between WiMi HK and Lucky Monkey Holding Limited, pursuant to which WiMi HK transferred 30% of the issued share capital of ICinit for
a consideration of HKD 3,050,000 (approximately RMB 3,594,155 or USD 391,186). As a result of the transfer, the Company now owns
19% equity interest of ICinit and concluded the Company no longer has significant influence over ICinit and investment in ICinit from
RMB 1,460,484 (USD 209,701) is accounted for as an equity method investment.
On August 21, 2020, Wimi HK set up a joint
venture company, VIDA Semicon Co., Limited (“VIDA”) in Hong Kong, and Wimi HK has a 53% equity interest in VIDA. VIDA
was set up to develop application of holographic AR technologies in the semiconductor industry.
On April 15, 2021, Wimi HK set up a joint
venture company, Viru Technology Limited (“Viru”) in Hong Kong and Wimi HK has a 55% equity interest in Viru. Viru was
set up to develop application of AR services.
On August 26, 2022, Viru established a fully
owned subsidiary, Shenzhen Weiruntong Technology Co., Ltd. (“Shenzhen Weiruntong”) in PRC. Shenzhen Weiruntong was set
up to develop application of ARservices and it had no material operation as of December 31, 2022.
On November 1, 2022, the Company’s board
approved the equity transfer agreement between Beijing WiMi and Cui, Yang and Shenzhen Zhangshangkuyu Technology Ltd. to transfer 100%
equity interest of Shenzhen Kuxuanyou Technology Co., Ltd. (“Shenzhen Kuxuanyou”) and its subsidiaries with consideration
of RMB 1 (USD 0.1) and RMB 1 (USD 0.1), respectively. The transfer was effective on November 10, 2022. (b) MicroAlgo and subsidiaries
On September 24, 2020, WiMi Cayman set up
a wholly owned subsidiary, VIYI Technology Inc., which was renamed to VIYI Algorithm Inc. (“VIYI”), under the laws of the
Cayman Islands. VIYI was set up to accelerate the development of AI algorithm and cloud computing services.
On September 27, 2020, VIYI entered into
Acquisition Framework Agreement which was amended and supplemented on September 28, 2020 to acquire 100% equity interests of Fe-da
Electronics Company Private Limited. (“Fe-da Electronics”), a provider of Internet of Things solutions based in Singapore,
to accelerate the development of the Company’s computer chip and intelligent chip business. The transaction was consummated on September 28,
2020.
On October 9, 2020, VIYI set up a wholly
owned holding company in HK, VIYI Technology Ltd. (“VIYI Ltd”), which holds all of the outstanding equity of Shenzhen Weiyixin
Technology Co., Ltd. (“Shenzhen Weiyixin”) established on November 18, 2020 under the laws of the PRC. On
November 30, 2020, Shenzhen Weiyixin established Shanghai Weimu Technology Co., Ltd., (“Shanghai Weimu”) in the PRC for
software support services, and Shenzhen Weiyixin holds 58% outstanding equity of Shanghai Weimu.
On December 24, 2020, with consent of WiMi
WFOE, Beijing WiMi transferred 99.0% and 1.0% equity interests in Shenzhen Yitian Internet Technology Co., Ltd. (“Shenzhen
Yitian”) to Ms. Yao Zhaohua and Ms. Sun Yadong for consideration of RMB 1 (USD 0.2) and RMB 1(USD 0.2), respectively, pursuant to
share transfer agreements. Ms. Yao Zhaohua and Ms. Sun Yadong entered into contractual agreements (see contractual agreements below) with
Shenzhen Weiyixin on December 24, 2020, which granted Shenzhen Weiyixin effective control of Shenzhen Yitian from December 24,
2020 and enable Shenzhen Weiyixin to receive all the expected residual returns of Shenzhen Yitian and its subsidiaries.
The reorganization was completed on December 24,
2020. WiMi WFOE is the primary beneficiary of Beijing WiMi and its subsidiaries, and Shenzhen Weiyixin is the primary beneficiary of Shenzhen
Yitian and its subsidiaries. All of these entities are under common control of WiMi Cayman, which results in the consolidation of Beijing
WiMi, Shenzhen Yitian and their subsidiaries which have been accounted for as a reorganization of entities under common control at carrying
value without change of reporting entities.
Due to the business strategy adjustment, Shenzhen
Yitian and its subsidiaries no longer operate the business involving foreign investment restrictions since March 1, 2022, therefore
VIYI is able to have direct equity interest in Shenzhen Yitian and its subsidiaries. On April 1, 2022, VIYI terminated the agreements
under the VIE structure with Shenzhen Yitian. Shenzhen Yitian’s original shareholders transferred their respective ownership to
VIYI WFOE and VIYI WFOE obtained 100% equity control of Shenzhen Yitian and its subsidiaries on April 1, 2022. The reorganization
has no effect on the consolidated financial statements as Shenzhen Yitian has been under common control of VIYI that there is no change
of reporting entities.
On July 1, 2021, VIYI acquired 100% interest
of Shanghai Guoyu Information Technologies Co., Ltd (“Shanghai Guoyu”). The aggregate purchase price is $3.0 million
(RMB 20,000,000). On July 19, 2021 Shanghai Guoyu established 100% owned subsidiary Kashi Guoyu Information Technologies Co., Ltd
(“Kashi Guoyu”).
On July 19, 2021, Viwo Technology established
a fully owned subsidiary Shenzhen Viwotong Technology Co., Ltd. (“Viwotong Tech”) in Shenzhen to support its operations. On
November 19, 2021 Viwotong Tech acquired 100% equity interests of Guangzhou Tapuyu Internet Technology Co., Ltd. (“Tapuyu”),
a provider of advertising services, for RMB 2 (approximately USD 0.3). On December 7, 2021, Viwotong Tech purchased Pengcheng
Keyi (Xi’an) Intelligence Technology Co., Ltd. (“Pengcheng Keyi”), a provider of testing equipment development and sales,
for RMB 2 (approximately USD 0.3). On July 1, 2022, Viwo Technology Inc. entered into an equity transfer agreement to transfer
99.0% and 1.0% of the issued share capital of Pengcheng Keyi to two unrelated individuals at RMB 1.0 and RMB 0.1(USD$ 0.01), respectively.
On September 23, 2022, Viwotong Tech entered
into Acquisition Framework Agreement to acquire 100% equity interests of Guangzhou Bimai Network Technology Co., Ltd. (“Bimai”),
a provider of advertising services. The aggregate purchase price is RMB 2 (USD 0.3) and the transaction consummated on September 23,
2022. On January 1, 2023, Viwotong Tech entered into an equity transfer agreement to transfer 100% of the issued share capital of Bimai
to one unrelated individual at RMB 0. The disposal resulted in a loss from disposal of approximately RMB 1.1 million (USD 0.2 million).
VIYI entered into the Business Combination and
Merger Agreement dated June 10, 2021 (as amended on January 24, 2022, August 2, 2022, August 3, 2022 and August 10,
2022, the “Merger Agreement”), by and among WiMi, Venus Acquisition Corporation (“Venus”)), Venus Merger Sub Corporation
(“Venus Merger Sub”), a Cayman Islands exempted company incorporated for the purpose of effectuating the Business Combination.
On December 9, 2022, in accordance with the Merger Agreement, the closing of the business combination (the “Closing”)
occurred, pursuant to which Venus issued 39,603,961 ordinary shares to VIYI shareholders. As a result of the consummation of the business
combination, VIYI is now a wholly-owned subsidiary of the Venus, which has changed its name to MicroAlgo Inc. In December 2022, Viwotong Tech acquired 100%
equity of Beijing Younike Information Technology Co., Ltd. (“Younike”).
On April 6, 2023, the Company’s board
approved the equity transfer agreement between VIYI and LIM TZEA, to transfer 100% equity interest of Fe-da Electronics Co., Ltd
and its subsidiaries Wisdom Lab Inc., EXCEL Technology Co., Ltd. and recognized RMB 17,801,786 (USD 2,526,259) of loss from
the transfer, FE-DA and its subsidiaries were Disposed in April 2023.
On March 27, 2023, Weidong established a fully
owned subsidiary Shenzhen Weidong Technology Co., Ltd. (“SZ Weidong”) in Shenzhen. On May 17, 2023, YY Online transferred
1% equity of Shanghai Guoyu to SZ Weidong.
On June 5, 2023 VIYI Technology Ltd established
a fully owned subsidiary CDDI Capital Ltd (“CDDI”) in British Virgin Islands. On June 27, 2023, CDDI formed a 55% owned subsidiary
VIWO Technology Inc.(“VIWO Cayman”) in Cayman. On July 31, 2023, VIYI Technology Ltd transferred its equity of Viwo Technology
to VIWO Cayman. On December 20, 2023, VIWO Cayman established a fully owned subsidiary VIWO Technology (HK) Limited (“VIWO HK”)
in Hong Kong. On January 23, 2024, VIWO Technology (HK) Limited established a wholly-owned subsidiary, Beijing Viwotong Technology Co.,
Ltd.(“Beijing Viwotong”). In February 2024, Shenzhen Viwotong transferred 100% equity of Tapuyu and Younike to Beijing Viwotong.
On March 7, 2024, Beijing
Viwotong established a wholly-owned subsidiary, Beijing Weiyunshikong Technology Co., Ltd. (“BJ Weiyunshikong”).
(c) Others
On March 4, 2021, WiMi Cayman established
a wholly owned entity of TJ Zhongzheng which is deemed as a wholly foreign owned enterprise, with a register capital of USD 30 million
(approximately RMB 195.7 million). On May 21, 2021, TJ Zhongzhen established Shenzhen Hedaozhongshu Technology Co., Ltd. (“Shenzhen
Hedao’). On May 26, 2021, Shenzhen Hedao established Kashi Daohezhongzheng Internet Technology Co., Ltd. (“Kashi Daohe”).
Shenzhen Hedao and Kashi were set up to engage AR services.
On August 4, 2020, WiMi Cayman established
a wholly-owned subsidiary, Lixin Technology in the PRC to accelerate development of its holographic vision intelligent robots and fabless
semiconductor businesses. Lixin Technology focuses on a new upstream business in the domestic smart product market, and research, development
and sales of computer chip and intelligent chip products to further enhance the Company’s competitiveness. Lixin Technology established
a wholly-owned subsidiary, Hainan Lixin Technology Co., Ltd. in October 2020.
On June 20, 2024, Shenzhen Weiyixin Technology Co., Ltd. and Beijing
Hologram WiMi Cloud Network Technology Co., Ltd jointly funded the establishment of Weiyiyuliang (Beijing) Science Technology
Center (Limited Partnership) (“Weiyiyuliang”) The accompanying consolidated financial statements
reflect the activities of WiMi Cayman and each of the following entities as of June 30, 2024:
Name | | Background | | Ownership | WiMi Hologram Cloud Limited(“WiMi HK”) | | ● A Hong Kong company ● Incorporated on September 4, 2018 ● Primarily engages in the sales of semiconductor products and related accessories | | 100% owned by WiMi Cayman | | | | | | Beijing Hologram WiMi Cloud Network Technology Co., Ltd.(“WiMi WFOE”) | | ● A PRC limited liability company and deemed a wholly foreign owned enterprise (“WFOE”) ● Incorporated on September 20, 2018 ● A holding company | | 100% owned by WiMi HK | | | | | | Beijing WiMi Cloud Software Co., Ltd.(“Beijing WiMi”) | | ● A PRC limited liability company ● Incorporated on May 27, 2015 ● Primarily engages in Hologram advertising services | | VIE of WiMi WFOE | | | | | | Shenzhen Yidian Network Technology Co., Ltd. (“Shenzhen Yidian”) | | ● A PRC limited liability company ● Incorporated on May 20, 2014 ● Primarily engages in ARservices | | 100% owned by Beijing WiMi | | | | | | Shenzhen Duodian Cloud Technology Co., Ltd. (“Shenzhen Duodian”) | | ● A PRC limited liability company ● Incorporated on August 24, 2017 ● Primarily engages in AR services | | 100% owned by Shenzhen Yidian | | | | | | Korgas Duodian Network Technology Co., Ltd. (“Korgas Duodian”) | | ● A PRC limited liability company ● Incorporated on November 25, 2016 ● Primarily engages in AR services | | 100% owned by Shenzhen Yidian | | | | | | Kashi Duodian Network Technology Co., Ltd. (“Kashi Duodian”) | | ● A PRC limited liability company ● Incorporated on January 31, 2019 ● Primarily engages in AR services | | 100% owned by Shenzhen Yidian | Name | | Background | | Ownership | Shenzhen Zhiyun Image Technology Co., Ltd. (“Shenzhen Zhiyun”) | | ● A PRC limited liability company ● Incorporated on December 3, 2019 ● Primarily engages in AR services | | 100% owned by Shenzhen Yidian | | | | | | Shenzhen Shiyunyanxi Technology Co., Ltd. (“Shenzhen Shiyun”) | | ● A PRC limited liability company ● Incorporated on June 9, 2021 ● Primarily engages in AR services | | 100% owned by Shenzhen Yidian | | | | | | Shenzhen Yunzhan Image Technology Co., Ltd. (“Shenzhen Yunzhan”) | | ● A PRC limited liability company ● Incorporated on September 24, 2020 ● Primarily engages in AR services | | 100% owned by Shenzhen Yidian | | | | | | Micro Beauty Lightspeed Investment Management HK Limited (“Micro Beauty”) | | ● A Hong Kong company ● Incorporated on February 22, 2016 ● Primarily engages in MR software development and licensing | | 100% owned by Beijing WiMi | | | | | | Skystar Development Co., Ltd (“Skystar”) | | ● A Republic of Seychelles Company ● Incorporated on March 30, 2016 ● Primarily engages in MR software development and licensing | | 100% owned by Micro Beauty | | | | | | Viru Technology Limited (“Viru”) | | ● A Hong Kong company ● Incorporated on April 15, 2021 ● Primarily engages in AR services | | 55% owned by Wimi HK | | | | | | Shenzhen Weiruntong Technology Co., Ltd.
(“Shenzhen
Weiruntong”) | | ● A PRC limited liability company ● Incorporated on August 26, 2022 ● Primarily engages in AR services and no material operation as of December 31,
2023 | | 100% owned by Viru | Name | | Background | | Ownership | VIDA Semicon Co., Limited (“VIDA”) | | ● A Hong Kong company ● Incorporated on August 21, 2020 ● Primarily engages in the sales of semiconductor products and related accessories | | 53% owned by WiMi HK | | | | | | Weeto Investment PTE. Ltd (“Weeto”) | | ● A Singapore limited liability company ● Incorporated on April 28, 2022 ● Primarily engages in AR services. No material operations as of December 31, 2023 | | 100% owned by Wimi Cayman | | | | | | Lixin Technology Co., Ltd.
(“Lixin Technology”) | | ● A PRC limited liability company and deemed a wholly foreign owned enterprise (“WFOE”) ● Incorporated on August 4, 2020 ● Primarily engages in research, development and sale of computer chip and intelligent chip products | | 100% owned by WiMi Cayman | | | | | | Hainan Lixin Technology Co., Ltd. (“Hainan Lixin”) | | ● A PRC limited liability company ● Incorporated on October 10, 2020 ● Plan to support the daily operations of Lixin Technology | | 100% owned by Lixin Technology | | | | | | Tianjin Zhongzhengdaohe Investment Co., Ltd. (“TJ Zhongzheng”) | | ● A PRC limited liability company and deemed a wholly foreign owned enterprise (“WFOE”) ● Incorporated on March 4, 2021 ● A holding company | | 100% owned by WiMi Cayman | | | | | | Shenzhen Hedaozhongshu Technology Co., Ltd. (“Shenzhen Hedao”) | | ● A PRC limited liability company ● Incorporated on May 21, 2021 ● Plan to engage AR services | | 100% owned by TJ Zhongzheng | | | | | | Kashi Daohezhongzheng Internet Technology Co., Ltd. (“Kashi Daohe”) | | ● A PRC limited liability company ● Incorporated on May 26, 2021 ● Plan to engage AR services | | 100% owned by Shenzhen Hedao Dissolved on June 2, 2023 | Name | | Background | | Ownership | MicroAlgo Inc. (“MicroAlgo”) | | ● A Cayman company ● Incorporated on May 14, 2018 ● A holding company | | 52% owned by Wimi Cayman | | | | | | VIYI Algorithm Inc. (“VIYI”), previously known as VIYI Technology Inc. | | ● A Cayman company ● Incorporated on September 24, 2020 ● Primarily engages in the development of central processing algorithm and cloud computing services | | 86.5% owned by WiMi Cayman before March 26, 2021; 73% owned by WiMi Cayman after March 26, 2021; 100% owned by MicroAlgo after December 9, 2022 | | | | | | Fe-da Electronics Company Private Limited (“Fe-da Electronics”) | | ● A Singapore company ● Incorporated on January 9, 2009 ● Primarily engages in customization of central processing units | | 100% owned by VIYI Acquired in September 2020 Disposed in April 2023 | | | | | | Wisdom Lab Inc. (“Wisdom Lab”) | | ● A Cayman Islands company ● Incorporated on May 6, 2021 ● Engages in software solution for intelligent chips | | 100% owned by Fe-Da Electronics Disposed in April 2023 | | | | | | Excel Crest Limited (“Excel Crest”) | | ● A Hong Kong company ● Incorporated on September 10, 2020 ● Support the daily operations of Fe-da Electronics in Hong Kong | | 100% owned by Fe-da Electronics Disposed in April 2023 | | | | | | VIYI Technology Ltd. (“VIYI Ltd”) | | ● A Hong Kong company ● Incorporated on October 9, 2020 ● A holding company | | 100% owned by VIYI | | | | | | Shenzhen Weiyixin Technology Co., Ltd. (“Shenzhen Weiyixin”) | | ● A PRC limited liability company and deemed a wholly foreign owned enterprise (“WFOE”) ● Incorporated on November 18, 2020 ● A holding company | | 100% owned by VIYI Ltd | Name | | Background | | Ownership | Shanghai Weimu Technology Co., Ltd. (“Shanghai Weimu”) | | ● A PRC limited liability company ● Incorporated on November 30, 2020 ● Engages in providing software support services | | 58% owned by Shenzhen Weiyixin | | | | | | Weidong Technology Co., Ltd. (“Weidong”) | | ● A PRC limited liability company ● Incorporated on October 28, 2020 ● Primarily engages in AR services | | 100% owned by Shenzhen Yitian before January 11, 2021; 100% owned by Shenzhen Weiyixin after January 11, 2021 | | | | | | Shanghai Guoyu Information Technology Co., Ltd. (“Shanghai Guoyu”) | | ● A PRC limited liability company ● Incorporated on March 18, 2019 ● Engages in R&D and application of intelligent visual algorithm technology | | 99% owned by Weidong, 1% owned by SZ Weidong | | | | | | Korgas Weidong Technology Co., Ltd. (“Korgas Weidong”) | | ● A PRC limited liability company ● Incorporated on October 30, 2020 ● Primarily engages in AR services | | 100% owned by Weidong before July 14, 2021; 100% owned by Shanghai Guoyu after July 14, 2021 | | | | | | Korgas 233 Technology Co., Ltd. (“Korgas 233”) | | ● A PRC limited liability company ● Incorporated on September 15, 2017 ● Primarily engages in central processing algorithm in mobile games industry | | 100% owned by Shenzhen Yitian before January 11, 2021; 100% owned by YY Online after January 11, 2021; Dissolved in October 2023; | | | | | | Shenzhen Yiyou Online Technology Co., Ltd. (“YY Online”) | | ● A PRC limited liability company ● Incorporated on January 14, 2019 ● Primarily engages in AR services | | Disposed in May 2024 | Name | | Background | | Ownership | Shenzhen Yitian Internet Technology Co., Ltd. (“Shenzhen Yitian”) | | ● A PRC limited liability company ● Incorporated on March 08, 2011 ● Primarily engages in mobile games development | | 100% owned by Beijing WiMi before December 24, 2020; VIE of Shenzhen Weiyixin starting on December 24, 2020; 100% owned by Shenzhen Weiyixin starting April 1, 2022 | | | | | | Shenzhen Qianhai Wangxin Technology Co., Ltd. (“Shenzhen Qianhai”) | | ● A PRC limited liability company ● Incorporated on October 16, 2015 ● Primarily engages in AR services | | 100% owned by Shenzhen Yitian | | | | | | CDDI Capital Ltd (“CDDI”) | | ● A British Virgin Islands Company ● Incorporated on June 5, 2023 | | 100% owned by VIYI Technology Limited | | | | | | VIWO AI Technology Inc.
(“VIWO Cayman”) | | ● Incorporated on June 5, 2023, under the laws of the Cayman Islands ● A holding company | | 55% owned by CDDI Capital Ltd | | | | | | Viwo Technology Limited.
(“Viwo Tech”) | | ● A Hong Kong company ● Incorporated on April 15, 2021 ● Engages in intelligent chips design | | 100% owned by VIWO Cayman | | | | | | Shenzhen Viwotong Technology Co., Ltd. (“Viwotong Tech”) | | ● A PRC limited liability company ● Incorporated on July 19, 2021 ● No operations as of December 31, 2022 | | 100% owned by Viwo Tech | | | | | | Guangzhou Tapuyu Internet Technology Co., Ltd. (“Tapuyu”) | | ● A PRC limited liability company ● Incorporated on June 22, 2021 ● Engages in E-commerce services and application of intelligent visual algorithm technology | | 100% owned by Beijing Viwotong | | | | | | Beijing Younike Information Technology Co., Ltd. (“Younike”) | | ● A PRC limited liability company ● Incorporated on July 22, 2022 ● Engages in central processing algorithm in advertising industry | | 100% owned by Beijing Viwotong | | | | | | Shenzhen Weidong Technology Co., Ltd. (“SZ Weidong”) | | ● A PRC limited liability company ● Incorporated on March 27, 2023 ● Primarily engages in central processing algorithm in advertising industry | | 100% owned by Weidong | | | | | | VIWO Technology (HK) Limited
(VIWO HK) | | ● A Hong Kong company ● Incorporated on December 20,2023 ● A holding company | | 100% owned by VIWO Cayman | | | | | | Beijing Viwotong Technology Co., Ltd.
(“Beijing Viwotong”) | | ● A PRC limited liability company ● Incorporated on January 24, 2024 ● Primarily engages in central processing algorithm in advertising industry | | 100% owned by VIWO HK | | | | | | Beijing Weiyunshikong Technology Co., Ltd. (“Beijing Weiyunshikong”) | | ● A PRC limited liability company ● Incorporated on March 7, 2024 ● Primarily engages in central processing algorithm in advertising industry | | 100% owned by Beijing Viwotong | | | | | | Weiyiyuliang (Beijing) Science Technology Center (Limited Partnership) (“Weiyiyuliang”) | | ● A Limited Partnership ● Incorporated on June 20, 2024 ● No operations as of June 30, 2024 | | 50% owned by Shenzhen Weiyixin; 50% owned by WiMi WFOE | Contractual Arrangements
Due to legal restrictions on foreign ownership
and investment in, among other areas, value-added telecommunications services, which include the operations of internet content providers,
the Company operates its internet and other businesses in which foreign investment is restricted or prohibited in the PRC through certain
PRC domestic companies. As such, Beijing WiMi is controlled through contractual arrangements in lieu of direct equity ownership by the
Company or any of its subsidiaries.
Beijing WiMi contractual arrangements signed on November 6,
2018 and December 18, 2020
The contractual arrangements consist of a series
of four agreements, shareholders power of attorney and irrevocable commitment letters, which were initially signed on November 6,
2018. Pursuant to reorganization on December 18, 2020, the previous agreements were terminated and Beijing WiMi and WiMi WFOE entered
into identical agreements on December 18, 2020. WiMi WFOE maintained effective control of Beijing WiMi. The significant terms of
agreements are as follows:
Exclusive Business Cooperation Agreement
Under the exclusive business cooperation agreement
between WiMi WFOE and Beijing WiMi, WiMi WFOE has the exclusive right to provide to Beijing WiMi consulting and services related to, among
other things, use of software, operation maintenance, product development, and management and marketing consulting. WiMi WFOE has the
exclusive ownership of intellectual property rights created as a result of the performance of this agreement. Beijing WiMi agrees to pay
WiMi WFOE service fee at an amount equal to the consolidated net income after offsetting previous year’s loss (if any). This agreement
will remain effective until the date when it is terminated by WiMi WFOE.
Exclusive Share Purchase Option Agreement
Pursuant to the exclusive share purchase option
agreement, by and among WiMi WFOE, Beijing WiMi and each of the shareholders of Beijing WiMi, each of the shareholders of Beijing WiMi
irrevocably granted WiMi WFOE an exclusive call option to purchase, or have its designated person(s) to purchase, at its discretion,
all or part of their equity interests in Beijing WiMi, and the purchase price shall be the lowest price permitted by applicable PRC law.
Each of the shareholders of Beijing WiMi undertakes that, without the prior written consent of WiMi WFOE or us, they may not increase
or decrease the registered capital, amend its articles of association or change registered capital structure. This agreement will remain
effective for ten years and can be renewed at WiMi WFOE’s sole discretion. Any transfer of shares pursuant to this agreement
would be subject to PRC regulations and to any changes required thereunder. Exclusive Assets Purchase Agreement
Pursuant to the exclusive asset purchase agreement
by WiMi WFOE and Beijing WiMi, Beijing WiMi irrevocably granted WiMi WFOE an exclusive call option to purchase, or have its designated
person(s) to purchase, at its discretion, all or part of Beijing WiMi’s current or future assets (including intellectual property
rights), and the purchase price shall be the lowest price permitted by applicable PRC law. Beijing WiMi undertakes that, without the prior
written consent of WiMi WFOE, it may not sell, transfer, pledge, dispose of its assets, incur any debts or guarantee liabilities. It will
notify WiMi WFOE any potential litigation, arbitration or administrative procedures regarding the assets, and defend the assets if necessary.
This agreement will remain effective for ten years and can be renewed at WiMi WFOE’s sole discretion. Any transfer of assets
pursuant to this agreement would be subject to PRC regulations and to any changes required thereunder.
Equity Interest Pledge Agreement
Pursuant to the equity interest pledge agreement,
by and among WiMi WFOE, Beijing WiMi and the shareholders of Beijing WiMi, the shareholders of Beijing WiMi pledged all of their equity
interests in Beijing WiMi to WiMi WFOE to guarantee their and Beijing WiMi’s obligations under the contractual arrangements including
the exclusive consulting and services agreement, the exclusive option agreement, the exclusive asset purchase agreement and the power
of attorney and this equity interest pledge agreement, as well as any loss incurred due to events of default defined therein and all expenses
incurred by WiMi WFOE in enforcing such obligations of Beijing WiMi or its shareholders. The shareholders of Beijing WiMi agree that,
without WiMi WFOE’s prior written approval, during the term of the equity interest pledge agreement, they will not dispose of the
pledged equity interests or create or allow any other encumbrance on the pledged equity interests. The Company has completed the registration
of the equity pledges with the relevant administration for industry and commerce in accordance with the PRC Property Rights Law.
Power of Attorney
Pursuant to the power of attorney, by WiMi WFOE
and each shareholder of Beijing WiMi, respectively, each shareholder of Beijing WiMi irrevocably authorized WiMi WFOE or any person(s) designated
by WiMi WFOE to exercise such shareholder’s voting rights in Beijing WiMi, including, without limitation, the power to participate
in and vote at shareholder’s meetings, the power to nominate directors and appoint senior management, the power to sell or transfer
such shareholder’s equity interest in Beijing WiMi, and other shareholders’ voting rights permitted by PRC law and the Articles
of Association of Beijing WiMi. The power of attorney remains irrevocable and continuously valid from the date of execution so long as
each shareholder remains as a shareholder of Beijing WiMi.
Spousal Consent Letters
Pursuant to these letters, the spouses of the
applicable shareholders of Beijing WiMi unconditionally and irrevocably agreed that the equity interest in Beijing WiMi held by them and
registered in their names will be disposed of pursuant to the equity interest pledge agreement, the exclusive option agreement, the exclusive
asset purchase agreement and the power of attorney. Each of their spouses agreed not to assert any rights over the equity interest in
Beijing WiMi held by their respective spouses. In addition, in the event that any spouse obtains any equity interest in Beijing WiMi held
by his or her spouse for any reason, he or she agreed to be bound by the contractual arrangements.
Based on the foregoing agreements signed on November 6,
2018 and December 18, 2020, which grant WiMi WFOE effective control of Beijing WiMi and enable WiMi WFOE to receive all of their
expected residual returns, the Company accounts for Beijing WiMi as a VIE. Accordingly, the Company consolidates the accounts of
Beijing WiMi for the periods presented herein, in accordance with Regulation S-X-3A-02 promulgated by the U.S. Securities and Exchange
Commission (“SEC”), and Accounting Standards Codification (“ASC”) 810-10, Consolidation.
|
Summary of Significant Accounting Policies
|
6 Months Ended |
Jun. 30, 2024 |
Summary of Significant Accounting Policies [Abstract] |
|
Summary of significant accounting policies |
Note 2 — Summary of significant accounting policies
Basis of presentation
The
accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with accounting
principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations
of the Securities and Exchange Commission (“SEC”), regarding financial reporting, and include all normal and recurring adjustments
that management of the Company considers necessary for a fair presentation of its financial position and operation results. The results
of operations for the six months ended June 30, 2024 are not necessarily indicative of results to be expected for any other interim period
or for the full year of 2024. Accordingly, these unaudited interim condensed financial statements should be read in conjunction with
the Company’s audited financial statements and note thereto as of and for the year ended December 31, 2023.
Principles of consolidation
The unaudited interim condensed consolidated financial
statements include the financial statements of the Company and its subsidiaries, which include the wholly-foreign owned enterprise (“WFOE”)
and variable interest entity (“VIE”) and VIE’s subsidiaries over which the Company exercises control and, when applicable,
entities for which the Company has a controlling financial interest or is the primary beneficiary. All transactions and balances among
the Company and its subsidiaries have been eliminated upon consolidation.
Use of estimates and assumptions
The preparation of unaudited interim condensed
consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the unaudited interim
condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant
accounting estimates reflected in the Company’s unaudited interim condensed consolidated financial statements include the useful
lives of property, plant and equipment, impairment of long-lived assets, allowance for credit losses, provision for contingent liabilities,
revenue recognition, deferred taxes and uncertain tax position, the fair value of contingent consideration related to business acquisitions.
Actual results could differ from these estimates.
Foreign currency translation and other comprehensive income (loss)
The Company uses Renminbi (“RMB”)
as its reporting currency. The functional currency of the Company, its subsidiaries in Seychelles and Singapore is U.S. dollar, and
its other subsidiaries which are incorporated in Hong Kong and PRC are Hong Kong Dollar and RMB, respectively, which are their
respective local currencies based on the criteria of ASC 830, “Foreign Currency Matters”.
In the unaudited interim condensed consolidated
financial statements, the financial information of the Company and other entities located outside of the PRC has been translated into
RMB. Assets and liabilities are translated at the exchange rates on the balance sheet date, equity amounts are translated at historical
exchange rates, and revenues, expenses, gains and losses are translated using the average rate for the period.
Translation adjustments included in accumulated
other comprehensive income amounted to RMB 59,475,542 and RMB 4,757,613 (USD 667,567) as of December 31, 2023 and June 30, 2024,
respectively. The balance sheet amounts, with the exception of shareholders’ equity, on December 31, 2023 and June 30, 2024 were
translated at RMB 1.00 to HKD 1.1194 and to HKD 1.0957, respectively. The average translation rates applied to statement of income
accounts for the six months ended June 30, 2023 and 2024 were RMB 1.00 to HKD 1.1324 and to HKD 1.1004, respectively. The balance
sheet amounts, with the exception of shareholders’ equity on December 31, 2023 and June 30, 2024 were translated at RMB 1.00
to USD 0.1412 and to USD 0.1403, respectively. The average translation rates applied to statement of income accounts for the six months
ended June 30, 2023 and 2024 were RMB 1.00 to USD 0.1445 and to USD 0.1407, respectively. The shareholders’ equity accounts
were stated at their historical rate. Cash flows are also translated at average translation rates for the periods, therefore, amounts
reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the unaudited interim
condensed consolidated balance sheets. Convenience translation
Translations of balances in the unaudited interim
condensed consolidated balance sheets, unaudited interim condensed consolidated statements of income and unaudited interim condensed consolidated
statements of cash flows from RMB into USD as of and for the six months ended June 30, 2024 are solely for the convenience of the reader
and were calculated at the rate of RMB 1.00 to USD 0.1403, representing the mid-point reference rate set by People’s Bank of China
on June 30, 2024. No representation is made that the RMB amounts represent or could have been, or could be, converted, realized or settled
into USD at that rate, or at any other rate.
Cash and cash equivalents
Cash and cash equivalents primarily consist of
bank deposits with original maturities of three months or less, which are unrestricted as to withdrawal and use. Cash and cash equivalents
also consist of funds earned from the Company’s operating revenues which were held at third party platform fund accounts which are
unrestricted as to immediate use or withdraw. The Company maintains most of its bank accounts in the PRC, HK, Singapore and US.
Accounts receivable, net
Accounts receivable include trade accounts due
from customers. Accounts are considered overdue after 90 days. Management reviews its receivables on a regular basis to determine
if the credit losses are adequate and provide credit losses when necessary. The credit loss is based on management’s best estimates
of specific losses on individual customer exposures, as well as the historical trends of collections. Account balances are charged off
against the credit losses after all means of collection have been exhausted and the likelihood of collection is not probable.
Short-term investments
Short-term investments are investment in marketable equity securities
that are measured and recorded at fair value based on quoted prices in active markets on reporting dates with changes in fair value, whether
realized or unrealized, recorded through the income statement.
Prepaid services fees
Prepaid services fees are mainly payments made
to vendors or services providers for future services. These amounts are refundable and bear no interest. Prepaid services fees also include
money deposited with certain channel providers to ensure the contents of the advertisement do not violate the terms of the channel providers.
The deposits usually have one year term and are refundable upon contract termination. Other receivables and prepaid expenses
Other receivables that are short-term in nature
include employee advances to pay certain of the Company’s expenses in the normal course of business and certain short-term deposits.
Prepaid expenses included utilities or system services and prepaid VAT. Delinquent account balances are written-off against the allowance
for credit losses after management has determined that the likelihood of collection is not probable.
Credit losses
The Company follows Accounting Standards Update
No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The Company’s
allowance for credit losses as of December 31, 2023 and June 30, 2024 reflects the best estimation of the expected future losses for its
financial instruments measured at amortized cost, based on the current economic conditions; however, as a result of the uncertainty caused
by other factors, these estimates may change and future actual losses may differ from the estimates. The Company will continue to monitor
economic conditions and will revise the estimates of the expected future losses for financial instruments measured at amortized cost as
necessary.
Property and equipment, net
Property and equipment are stated at cost less
accumulated depreciation and impairment if applicable. Depreciation is computed using the straight-line method over the estimated
useful lives of the assets with 5% residual value. The estimated useful lives are as follows:
|
|
Useful
Life |
Office equipments |
|
3 years |
Office furniture and fixtures |
|
3 – 5 years |
Vehicles |
|
3 – 5 years |
Building |
|
20 years |
Leasehold improvements |
|
lesser of lease term or expected useful life |
The cost and related accumulated depreciation
of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the unaudited interim consolidated
statements of income and comprehensive income. Expenditures for maintenance and repairs are charged to earnings as incurred, while additions,
renewals and betterments, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the
periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives. Equity investments
The
Company accounts for investments with less than 20% of the voting shares and does not have the ability to exercise significant
influence over operating and financial policies of the investee using the equity method. The Company records equity investments at
the historical cost in its unaudited interim consolidated financial statements and subsequently records any dividends received from
the net accumulated earrings of the investee as income. Dividends received in excess of earnings are considered a return of
investment and are recorded as reduction in the cost of the investments.
Equity investments are evaluated for impairment when facts or circumstances
indicate that the fair value of the long-term investments is less than its carrying value. An impairment is recognized when a decline
in fair value is determined to be other-than-temporary. The Company reviews several factors to determine whether a loss is other-than-temporary.
These factors include, but are not limited to, the: (i) nature of the investment; (ii) cause and duration of the impairment;
(iii) extent to which fair value is less than cost; (iv) financial condition and near term prospects of the investments; and
(v) ability to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value.
Prepayments
Prepayments are payments made to housing developers
for commercial and residential properties down payments. These amounts are refundable and bear an interest ranging from 0% to 3.85%
per annum if the housing developers were not able to provide the qualified houses as stated in the contracts. Management reviews its
prepayments on a regular basis to determine if the allowance is adequate and adjusts the allowance when necessary. As of June 30, 2024,
no allowance was deemed necessary. Deconsolidation
Upon the loss of control, the Company derecognizes
the assets and liabilities of the subsidiary, any non-controlling interests and the other components of equity related to the subsidiary.
Any surplus or deficit arising on the loss of control is recognized in profit or loss. If the Company retains any interest in the previous
subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently it is accounted for as an equity-accounted
investee or as cost method investment depending on the level of influence retained.
Impairment for long-lived assets
Long-lived assets, including property and equipment with finite
lives are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions
that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses
the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment
loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition
of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company would reduce the carrying
amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable
market values.
Convertible notes payable
On February 27, 2024,
MicroAlgo entered into various Convertible Note Purchase Agreements with certain investors (the “Investors”), relating to
our issuance of Convertible Promissory Notes due after 360 days of issuance (the “Convertible Notes”) and our ordinary shares
that are issuable upon conversion of the Convertible Note. On February 28, 2024, MicroAlgo issued to each Investor an Unsecured Convertible
Promissory Note (the “Notes”) pursuant to the relevant Purchase Agreements in registered offerings. On June 5, 2024,
MicroAlgo entered into convertible note purchase agreements with certain investors pursuant to which we issued on June 6, 2024 in
convertible notes with a term of 360 days.
Convertible notes are debt or equity instruments that either require
or permit the investor to convert the instrument into equity securities of the issuer. MicroAlgo accounts for its convertible notes in
accordance with ASC 470-20 Debt with Conversion and Other Options, whereby the convertible instrument is initially accounted for as a
single unit of account, unless it contains a derivative that must be bifurcated from the host contract in accordance with ASC 815-15 Derivatives
and hedging – Embedded Derivatives or the substantial premium model in ASC 470-20 Debt – Debt with Conversion and Other Options
applies. For the six months ended June 30, 2024, the convertible notes payable amounted to RMB 145,743,060 (USD 20,450,000). Fair value measurement
The accounting standard regarding fair value of
financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial
instruments held by the Company.
The accounting standards define fair value, establish
a three-level valuation hierarchy for disclosures of fair value measurement and enhance disclosure requirements for fair value measures.
The three levels are defined as follow:
| ● | Level 1
inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
| ● | Level 2
inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable
for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. |
| ● | Level 3
inputs to the valuation methodology are unobservable and significant to the fair value. |
Revenue recognition
The Company adopted Accounting Standards Update
(“ASU”) 2014-09 Revenue from Contracts with Customers (ASC Topic 606). The ASU requires the use of a new five-step
model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identifies the contract with
the customer, (ii) identifies the performance obligations in the contract, (iii) determines the transaction price, including
variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocates the transaction
price to the respective performance obligations in the contract, and (v) recognizes revenue when (or as) the Company satisfies the
performance obligation.
The application of the five-step model to the
revenue streams compared to the prior guidance did not result in significant changes in the way the Company records its revenue. Upon
adoption, the Company evaluated its revenue recognition policy for all revenue streams within the scope of the ASU under previous standards
and using the five-step model under the new guidance and confirmed that there were no differences in the pattern of revenue recognition.
(i) AR Services
— AR advertising display services
AR advertisements are the use of holographic materials
integrated into advertisement on the online media platforms or offline display. The Company’s performance obligation is to identify
advertising spaces, embed holographic AR images or videos into films, shows and short form videos that are hosted by leading online streaming
platforms in China. Revenue is recognized at a point in time when the related services have been delivered based on the specific terms
of the contract, which are commonly based on specific action (i.e. cost per impression (“CPM”) or cost per action (“CPA”)
for on line display and service period for offline display contracts.
The Company enters into advertising contracts
with advertisers where the amounts charged per specific action are fixed and determinable, the specific terms of the contracts were agreed
on by the Company, the advertisers and channel providers, and collectability is probable. Revenue is recognized on a CPM basis as impressions
or clicks are delivered while revenue on a CPA basis is recognized once agreed actions are performed or service period is completed.
The Company considers itself as provider of the
services as it has control of the specified services and products at any time before it is transferred to the customers which is evidenced
by (1) the Company is primarily responsible to its customers for products and services offered where the products were designed in
house and the Company has customer services team to directly service the customers; and (2) having latitude in establish pricing.
Therefore, the Company acts as the principal of these arrangements and reports revenue earned and costs incurred related to these transactions
on a gross basis.
— Performance-based advertising service
The Company provides central processing algorithm
performance-based advertising services for its customers, which enable the customers to get the optimal business opportunities. The Company’s performance obligation is
to help customers to accurately match consumers and traffic users, and thereby increasing the conversion rate of product sale using its
proprietary data optimization algorithms. The Company’s revenue is recognized at a point when an end user completes a transaction
at a rate specified in contract. Related service fees are generally billed monthly, based on a per transaction basis.
The Company considers itself as provider of the
services as it has control of the specified services and products at any time before it is transferred to the customers which is evidenced
by (1) it is primarily responsible to its customers for the services offered where the algorithms and data optimization were designed
and performed in house and it has customer services team to directly serve the customers; and (2) having latitude in establish pricing.
Therefore, VIYI acts as the principal of these arrangements and reports revenue earned and costs incurred related to these transactions
on a gross basis.
In addition, through the Company’s data
algorithm optimization, it is able to identify certain end user needs and it facilitates certain value-added services to the end users.
The Company engages third party services provider to perform the services. The Company concludes that it does not control the services
as the third-party service provider is responsible for providing the service and its responsibility is merely to facilitate the provision
of these value added service to the end users and charges a fee. As such the Company recorded revenue from the value-added services on
a net basis when the services are provided by third party service provider.
(ii) AR Entertainment
The Company’s AR entertainment includes
mainly mobile games operations. Mobile Games Services
The Company generates revenue from jointly operated
mobile game publishing services and the licensed-out games. In accordance with ASC 606, Revenue Recognition: Principal Agent Considerations,
the Company evaluates agreements with the game developers, distribution channels and payment channels in order to determine whether or
not the Company acts as the principal or as an agent in the arrangement with each party respectively. The determination of whether to
record the revenues gross or net is based on whether the Company’s promise to its customers is to provide the products or services
or to facilitate a sale by a third party. The nature of the promise depends on whether the Company controls the products or services prior
to transferring it. Control is evidenced by if the Company is primarily responsible for fulling the provision of services and has discretion
in establishing the selling price. When the Company controls the products or services, its promise is to provide and deliver the products
and revenue is presented gross. When the Company does not control the products, the promise is to facilitate the sale and revenue is presented
net.
— Jointly operated mobile game publishing
services
The Company is offering publishing services for
mobile games developed by third party game developers. The Company acted as a distribution channel that it will publish the games on their
own app or a third party owned app or website, named game portals. Through these game portals, game players can download the mobile games
to their mobile devices and purchase coins, the virtual currency, for in game premium features to enhance their game playing experience.
The Company contracts with third party payment platforms for collection services offered to game players who have purchased coins. The
third-party game developers, third party payment platforms and the co publishers are entitled to profit sharing based on a prescribed
percentage of the gross amount charged to the game players. The Company’s obligation in the publishing services is completed at
a point in time when the game players made a payment to purchase coins.
With respect to the publishing services arrangements
between the Company and the game developer, the Company considered that the Company does not control the services as evidenced by (i) developers
are responsible for providing the game product desired by the game players; (ii) the hosting and maintenance of game servers for
running the online mobile games is the responsibility of the third party platforms; (iii) the developers or third party platforms
have the right to change the pricing of in game virtual items. The Company’s responsibilities are publishing, providing payment
solution and market promotion service, and thus the Company views the game developers to be its customers and considers itself as the
facilitator of the game developers in the arrangements with game players. Accordingly, the Company records the game publishing service
revenue from these games, net of amounts paid to the game developers.
— Licensed out mobile games
The Company also licenses third parties to operate
its mobile games developed internally through mobile portal and receives revenue from the third party licensee operators on a monthly
basis. The Company’s performance obligation is to provide mobile games to game operators which enable players of the mobile games
to make in game purchases and the Company recognized revenue at a point in time when game players completed the purchases. The Company
records revenues on a net basis, as the Company does not have the control of the services provided as it does not have the primary responsibility
for fulfillment nor does it have the right to change the pricing of the game services. (iii) Semiconductor business
The Company’s semiconductor business includes
two sub categories: sale of products and software development.
a. Sale of products
Starting in July 2020, the Company also engage
in sales of semiconductor products and other electronic accessories. The Company typically enters into written contracts with its customer
where the rights of the parties, including payment terms, are identified and sales prices to the customers are fixed with no separate
sales rebate, discount, or other incentive and no right of return exists on sales of inventory. The Company’s performance obligation
is to deliver products according to contract specifications. The Company recognizes gross product revenue at a time when the control of
products or services are transferred to customers.
To distinguish a promise to provide products from
a promise to facilitate the sale from a third party, the Company considers the guidance of control in ASC 606-10-55-37A and the indicators
in 606-10-55-39. The Company considers this guidance in conjunction with the terms in the Company’s arrangements with both
suppliers and customers.
In general, the Company controls the products
as it has the obligation to (i) fulfill the products delivery and (ii) bear any inventory risk as legal owners. In addition,
when establishing the selling prices for delivery of the resale products, the Company has control to set its selling price to ensure it
would generate profit for the products delivery arrangements. The Company believes that all these factors indicate that the Company is
acting as a principal in this transaction. As a result, revenue from the sales of products is presented on a gross basis.
b. Revenue from software development
The Company also designs software for central
processing units based on customers’ specific needs. The contract is typically fixed priced and does not provide any post contract
customer support or upgrades. The Company’s performance obligation is to design, develop, test and install the related software
for customers, all of which are considered one performance obligation as the customers do not obtain benefit for each separate service.
The duration of the development period is short, usually less than one year.
The Company’s revenue from software development
contracts is generally recognized over time during the development period the Company has no alternative use of the customized software
and application without incurring significant additional costs. Revenue is recognized based on the Company’s measurement of progress
towards completion based on output methods when the Company could appropriately measure the customization progress towards completion
by reaching certain milestones specified in contracts. Assumptions, risks and uncertainties inherent in the estimates used to measure
progress could affect the amount of revenues, receivables and deferred revenues at each reporting period. Contract balances:
The Company records receivable related to revenue
when it has an unconditional right to invoice and receive payment.
Payments received from customers before all of
the relevant criteria for revenue recognition met are recorded as deferred revenue.
Contract costs:
Contract costs represent costs incurred in advance
of revenue recognition arising from direct costs in respect of the revenue contracts according to the customer’s requirements prior
to the delivery of services, and such deferred costs will be recognized upon the recognition of the related revenue. Estimated contract
costs are based on the budgeted service hours, which are updated based on the progress toward completion on a monthly basis. Pursuant
to the contract terms, the Company has enforceable right on payments for the work performed. Provisions for estimated losses, if any,
on uncompleted contracts are recorded in the period in which such losses become probable based on the current contract estimates.
The Company’s disaggregate revenue streams
are summarized below:
| |
June 30, 2023 (Unaudited) | | |
June 30, 2024 (Unaudited) | | |
June 30, 2024 (Unaudited) | |
| |
RMB | | |
RMB | | |
USD | |
Revenues | |
| | |
| | |
| |
AR services | |
| 254,823,992 | | |
| 290,815,771 | | |
| 40,805,940 | |
Semiconductor business | |
| 9,935,513 | | |
| - | | |
| - | |
Total revenues | |
| 264,759,505 | | |
| 290,815,771 | | |
| 40,805,940 | |
The Company’s revenues by timing of transfer
of goods or services are summarized below:
|
|
June 30,
2023
(Unaudited) |
|
|
June 30,
2024
(Unaudited) |
|
|
June 30,
2024
(Unaudited) |
|
|
|
RMB |
|
|
RMB |
|
|
USD |
|
Goods and services transferred at a point in time |
|
|
264,759,505 |
|
|
|
290,815,771 |
|
|
|
40,805,940 |
|
Total revenues |
|
|
264,759,505 |
|
|
|
290,815,771 |
|
|
|
40,805,940 |
|
The Company’s revenues by geographic locations
are summarized below:
|
|
June 30,
2023
(Unaudited) |
|
|
June 30,
2024
(Unaudited) |
|
|
June 30,
2024
(Unaudited) |
|
|
|
RMB |
|
|
RMB |
|
|
USD |
|
Mainland PRC revenues |
|
|
254,823,992 |
|
|
|
239,886,094 |
|
|
|
33,659,719 |
|
Hong Kong revenues |
|
|
- |
|
|
|
31,038,985 |
|
|
|
4,355,250 |
|
International revenues |
|
|
9,935,513 |
|
|
|
19,890,692 |
|
|
|
2,790,971 |
|
Total revenues |
|
|
264,759,505 |
|
|
|
290,815,771 |
|
|
|
40,805,940 |
|
Cost of revenues
For AR services, the cost of revenue comprised
of costs paid to channel distributors based on the sales agreements. For AR entertainment segment, the cost of revenue
consists of the shared costs with content providers based on the profit sharing arrangements, third party consulting services expenses
and compensation expenses for the Company’s professionals.
For semiconductor business segment, the cost of
revenue consists primarily of the costs of products sold and third party software development costs.
Research and development expenses
Research and
development expenses include salaries and other compensation-related expenses to the Company’s research and product development
personnel, outsourced subcontractors, as well as office rental, depreciation and related expenses for the Company’s research and
product development team.
Value added taxes (“VAT”) and goods and services taxes
(“GST”)
Revenue represents the invoiced value of service,
net of VAT or GST. The VAT and GST are based on gross sales price. VAT rate is 6% on services and 13% on goods in China, and GST
rate is generally 7% in Singapore. Entities that are VAT/GST general taxpayers are allowed to offset qualified input VAT/GST paid to suppliers
against their output VAT/GST liabilities. Net VAT/GST balance between input VAT/GST and output VAT/GST is recorded in tax payable.
Income taxes
The Company accounts for current income taxes in
accordance with the laws of the relevant tax authorities. The charge for taxation is based on the results for the fiscal year as adjusted
for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted
by the balance sheet date.
Deferred taxes are accounted for using the asset
and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities
in the consolidated financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle,
deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it
is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated
using tax rates that are expected to apply to the period when the asset is realized, or the liability is settled. Deferred tax is charged
or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred
tax is also dealt with in equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance
with the laws of the relevant taxing authorities.
An uncertain tax position is recognized as a benefit
only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination
being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized
on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. No penalties and
interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred.
Leases
The Company adopted FASB ASU 2016-02, “Leases”
(Topic 842) for the year ended December 31, 2020, and elected the practical expedients that does not require us to reassess:
(1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing
leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or fewer, a lessee
is permitted to make an accounting policy election not to recognize lease assets and liabilities. The Company also adopted the practical
expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component.
Operating lease ROU assets and lease liabilities
are recognized at the adoption date or the commencement date, whichever is earlier, based on the present value of lease payments over
the lease term. Since the implicit rate for the Company’s leases is not readily determinable, the Company use its incremental borrowing
rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing
rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments,
in a similar economic environment and over a similar term. Lease terms used to calculate the present value
of lease payments generally do not include any options to extend, renew, or terminate the lease, as the Company does not have reasonable
certainty at lease inception that these options will be exercised. The Company generally considers the economic life of its operating
lease ROU assets to be comparable to the useful life of similar owned assets. The Company has elected the short-term lease exception,
therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less. Its leases
generally do not provide a residual guarantee. The operating lease ROU asset also excludes lease incentives. Lease expense is recognized
on a straight-line basis over the lease term.
The Company reviews the impairment of its ROU assets
consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets
when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment
of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash
flows of the related operations. The Company has elected to include the carrying amount of operating lease liabilities in any tested asset
group and include the associated operating lease payments in the undiscounted future pre-tax cash flows.
Stock-based compensation
The Company records stock-based compensation expense
for employees and non-employees at fair value on the grant date. Share-based compensation is recognized net of forfeitures, as amortized
expense on a straight-line basis over the requisite service period, which is the vesting period.
The Company accounts for share-based compensation
expenses using an estimated forfeiture rate at the time of grant and revising, if necessary, in subsequent periods if actual forfeitures
differ from initial estimates. Share-based compensation expenses are recorded net of estimated forfeitures such that expenses are recorded
only for those share-based awards that are expected to vest.
Employee benefit
The full-time employees of the Company are entitled
to staff welfare benefits including medical care, housing fund, pension benefits, unemployment insurance and other welfare, which are
government mandated defined contribution plans. The Company is required to accrue for these benefits based on certain percentages of the
employees’ respective salaries, subject to certain ceilings, in accordance with the relevant PRC regulations, and make cash contributions
to the state-sponsored plans out of the amounts accrued.
Noncontrolling interests
Noncontrolling interests consists of an aggregate
of 47% of the equity interest of VIDA, 44% of the equity interest of MicroAlgo and 45% of the equity interest of Viru as of December 31,
2023. Noncontrolling interests consists of an aggregate of 47% of the equity interest of VIDA, 48% of the equity interest of MicroAlgo
and 45% of the equity interest of Viru as of June 30, 2024.
Noncontrolling interests consist of the following:
| |
December 31, 2023 | | |
June 30, 2024 | | |
June 30, 2024 | |
| |
RMB | | |
RMB (Unaudited) | | |
USD (Unaudited) | |
VIDA | |
| (39,704,812 | ) | |
| (39,637,711 | ) | |
| (5,561,782 | ) |
Viru | |
| (141,931 | ) | |
| (9,229,058 | ) | |
| (1,294,979 | ) |
MicroAlgo | |
| 48,415,473 | | |
| 171,530,262 | | |
| 24,068,342 | |
Total noncontrolling interests | |
| 8,568,730 | | |
| 122,663,493 | | |
| 17,211,581 | |
Earnings/(loss) per share
The Company computes earnings/(loss) per share
(“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic
and diluted EPS. Basic EPS is measured as net income/loss divided by the weighted average ordinary share outstanding for the period.
Diluted EPS presents the dilutive effect on a per share basis of the potential ordinary shares (e.g., convertible securities, options
and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary
shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from
the calculation of diluted EPS. For the six months ended June 30, 2023, there was no dilutive effect of potential shares due to the Company’s
net loss. For the six months ended June 30, 2024, there was no dilutive effect of potential shares due to the Company’s net income.
Statutory reserves
Pursuant
to the laws applicable to the PRC, PRC entities must make appropriations from after-tax profit to the non-distributable “statutory
surplus reserve fund”. Subject to certain cumulative limits, the “statutory surplus reserve fund” requires annual appropriations
of 10% of after-tax profit until the aggregated appropriations reach 50% of the registered capital (as determined under accounting
principles generally accepted in the PRC (“PRC GAAP”) at each year-end). For foreign invested enterprises and joint ventures
in the PRC, annual appropriations should be made to the “reserve fund”. For foreign invested enterprises, the annual appropriation
for the “reserve fund” cannot be less than 10% of after-tax profits until the aggregated appropriations reach 50% of
the registered capital (as determined under PRC GAAP at each year-end). If the Company has accumulated loss from prior periods, the Company
is able to use the current period net income after tax to offset against the accumulate loss.
Segment reporting
ASC 280, “Segment Reporting”,
establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational
structure as well as information about geographical areas, business segments and major customers in financial statements for detailing
the Company’s business segments.
Recently issued accounting pronouncements
In August 2023, the
FASB issued ASU 2023-05, “Business Combinations-Joint Venture Formations (Subtopic 805-60)”. The amendments in this Update
address the accounting for contributions made to a joint venture, upon formation, in a joint venture’s separate financial statements.
Requiring a joint venture to recognize and initially measure its assets and liabilities using a new basis of accounting upon formation
reduces diversity in practice and provides decision-useful information to a joint venture’s investors. The amendments in this Update
address a newly formed joint venture should initially measure its assets and liabilities at fair value (with exceptions to fair value
measurement that are consistent with the business combinations guidance). That approach is generally consistent with other new basis of
accounting models in GAAP, such as fresh-start reporting in accordance with Topic 852, Reorganizations. It is also broadly consistent
with the accounting outcome that would result from treating the joint venture as the acquirer of a business within the scope of Subtopic
805-10, Business Combinations—Overall. For public business entities, ASU 2023-05 is effective prospectively for all joint venture
formations with a formation date on or after January 1, 2025. Additionally, a joint venture that was formed before January 1, 2025 may
elect to apply the amendments retrospectively if it has sufficient information. Early adoption is permitted in any interim or annual period
in which financial statements have not yet been issued (or made available for issuance), either prospectively or retrospectively.
In November 2023, the FASB
issued ASU 2023-07, “Segment Reporting (Topic 280)”. The amendments in this Update improve reportable segment disclosure requirements,
primarily through enhanced disclosures about significant segment expenses. The amendments in this Update require that a public entity
disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker
(CODM) and included within each reported measure of segment profit or loss (collectively referred to as the “significant expense
principle”). The amendments in this Update also require that a public entity disclose, on an annual and interim basis, an amount
for other segment items by reportable segment and a description of its composition. The other segment items category is the difference
between segment revenue less the segment expenses disclosed under the significant expense principle and each reported measure of segment
profit or loss. The amendments in this Update are effective for fiscal years beginning after December 15, 2023, and interim periods within
fiscal years beginning after December 15, 2024. Early adoption is permitted. In December 2023, the FASB
issued ASU 2023-09, “Income Taxes (Topic 740)”. The amendments in this Update address investor requests for more transparency
about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes
paid information. The amendments in this Update require that public business entities on an annual basis (1) disclose specific categories
in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect
of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income [or loss] by the
applicable statutory income tax rate). Specifically, public business entities are required to disclose a tabular reconciliation, using
both percentages and reporting currency amounts. A public business entity is required to provide an explanation, if not otherwise evident,
of the individual reconciling items disclosed, such as the nature, effect, and underlying causes of the reconciling items and the judgment
used in categorizing the reconciling items. The amendments in this Update eliminate the requirement for all entities to (1) disclose the
nature and estimate of the range of the reasonably possible change in the unrecognized tax benefits balance in the next 12 months or (2)
make a statement that an estimate of the range cannot be made. The amendments in this Update remove the requirement to disclose the cumulative
amount of each type of temporary difference when a deferred tax liability is not recognized because of the exceptions to comprehensive
recognition of deferred taxes related to subsidiaries and corporate joint ventures. For public business entities, the amendments in this
Update are effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements
that have not yet been issued or made available for issuance. The amendments in this Update should be applied on a prospective basis.
Retrospective application is permitted.
Except as mentioned above, the Company does not
believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s
unaudited interim consolidated balance sheets, statements of income and comprehensive income and statements of cash flows.
|
Accounting Policies, by Policy (Policies)
|
6 Months Ended |
Jun. 30, 2024 |
Summary of Significant Accounting Policies [Abstract] |
|
Basis of presentation |
Basis of presentation The
accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with accounting
principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations
of the Securities and Exchange Commission (“SEC”), regarding financial reporting, and include all normal and recurring adjustments
that management of the Company considers necessary for a fair presentation of its financial position and operation results. The results
of operations for the six months ended June 30, 2024 are not necessarily indicative of results to be expected for any other interim period
or for the full year of 2024. Accordingly, these unaudited interim condensed financial statements should be read in conjunction with
the Company’s audited financial statements and note thereto as of and for the year ended December 31, 2023.
|
Principles of consolidation |
Principles of consolidation The unaudited interim condensed consolidated financial
statements include the financial statements of the Company and its subsidiaries, which include the wholly-foreign owned enterprise (“WFOE”)
and variable interest entity (“VIE”) and VIE’s subsidiaries over which the Company exercises control and, when applicable,
entities for which the Company has a controlling financial interest or is the primary beneficiary. All transactions and balances among
the Company and its subsidiaries have been eliminated upon consolidation.
|
Use of estimates and assumptions |
Use of estimates and assumptions The preparation of unaudited interim condensed
consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the unaudited interim
condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant
accounting estimates reflected in the Company’s unaudited interim condensed consolidated financial statements include the useful
lives of property, plant and equipment, impairment of long-lived assets, allowance for credit losses, provision for contingent liabilities,
revenue recognition, deferred taxes and uncertain tax position, the fair value of contingent consideration related to business acquisitions.
Actual results could differ from these estimates.
|
Foreign currency translation and other comprehensive income (loss) |
Foreign currency translation and other comprehensive income (loss) The Company uses Renminbi (“RMB”)
as its reporting currency. The functional currency of the Company, its subsidiaries in Seychelles and Singapore is U.S. dollar, and
its other subsidiaries which are incorporated in Hong Kong and PRC are Hong Kong Dollar and RMB, respectively, which are their
respective local currencies based on the criteria of ASC 830, “Foreign Currency Matters”. In the unaudited interim condensed consolidated
financial statements, the financial information of the Company and other entities located outside of the PRC has been translated into
RMB. Assets and liabilities are translated at the exchange rates on the balance sheet date, equity amounts are translated at historical
exchange rates, and revenues, expenses, gains and losses are translated using the average rate for the period. Translation adjustments included in accumulated
other comprehensive income amounted to RMB 59,475,542 and RMB 4,757,613 (USD 667,567) as of December 31, 2023 and June 30, 2024,
respectively. The balance sheet amounts, with the exception of shareholders’ equity, on December 31, 2023 and June 30, 2024 were
translated at RMB 1.00 to HKD 1.1194 and to HKD 1.0957, respectively. The average translation rates applied to statement of income
accounts for the six months ended June 30, 2023 and 2024 were RMB 1.00 to HKD 1.1324 and to HKD 1.1004, respectively. The balance
sheet amounts, with the exception of shareholders’ equity on December 31, 2023 and June 30, 2024 were translated at RMB 1.00
to USD 0.1412 and to USD 0.1403, respectively. The average translation rates applied to statement of income accounts for the six months
ended June 30, 2023 and 2024 were RMB 1.00 to USD 0.1445 and to USD 0.1407, respectively. The shareholders’ equity accounts
were stated at their historical rate. Cash flows are also translated at average translation rates for the periods, therefore, amounts
reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the unaudited interim
condensed consolidated balance sheets.
|
Convenience translation |
Convenience translation Translations of balances in the unaudited interim
condensed consolidated balance sheets, unaudited interim condensed consolidated statements of income and unaudited interim condensed consolidated
statements of cash flows from RMB into USD as of and for the six months ended June 30, 2024 are solely for the convenience of the reader
and were calculated at the rate of RMB 1.00 to USD 0.1403, representing the mid-point reference rate set by People’s Bank of China
on June 30, 2024. No representation is made that the RMB amounts represent or could have been, or could be, converted, realized or settled
into USD at that rate, or at any other rate.
|
Cash and cash equivalents |
Cash and cash equivalents Cash and cash equivalents primarily consist of
bank deposits with original maturities of three months or less, which are unrestricted as to withdrawal and use. Cash and cash equivalents
also consist of funds earned from the Company’s operating revenues which were held at third party platform fund accounts which are
unrestricted as to immediate use or withdraw. The Company maintains most of its bank accounts in the PRC, HK, Singapore and US.
|
Accounts receivable, net |
Accounts receivable, net Accounts receivable include trade accounts due
from customers. Accounts are considered overdue after 90 days. Management reviews its receivables on a regular basis to determine
if the credit losses are adequate and provide credit losses when necessary. The credit loss is based on management’s best estimates
of specific losses on individual customer exposures, as well as the historical trends of collections. Account balances are charged off
against the credit losses after all means of collection have been exhausted and the likelihood of collection is not probable.
|
Short-term investments |
Short-term investments Short-term investments are investment in marketable equity securities
that are measured and recorded at fair value based on quoted prices in active markets on reporting dates with changes in fair value, whether
realized or unrealized, recorded through the income statement.
|
Prepaid services fees |
Prepaid services fees Prepaid services fees are mainly payments made
to vendors or services providers for future services. These amounts are refundable and bear no interest. Prepaid services fees also include
money deposited with certain channel providers to ensure the contents of the advertisement do not violate the terms of the channel providers.
The deposits usually have one year term and are refundable upon contract termination.
|
Other receivables and prepaid expenses |
Other receivables and prepaid expenses Other receivables that are short-term in nature
include employee advances to pay certain of the Company’s expenses in the normal course of business and certain short-term deposits.
Prepaid expenses included utilities or system services and prepaid VAT. Delinquent account balances are written-off against the allowance
for credit losses after management has determined that the likelihood of collection is not probable.
|
Credit losses |
Credit losses The Company follows Accounting Standards Update
No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The Company’s
allowance for credit losses as of December 31, 2023 and June 30, 2024 reflects the best estimation of the expected future losses for its
financial instruments measured at amortized cost, based on the current economic conditions; however, as a result of the uncertainty caused
by other factors, these estimates may change and future actual losses may differ from the estimates. The Company will continue to monitor
economic conditions and will revise the estimates of the expected future losses for financial instruments measured at amortized cost as
necessary.
|
Property and equipment, net |
Property and equipment, net Property and equipment are stated at cost less
accumulated depreciation and impairment if applicable. Depreciation is computed using the straight-line method over the estimated
useful lives of the assets with 5% residual value. The estimated useful lives are as follows:
|
|
Useful
Life |
Office equipments |
|
3 years |
Office furniture and fixtures |
|
3 – 5 years |
Vehicles |
|
3 – 5 years |
Building |
|
20 years |
Leasehold improvements |
|
lesser of lease term or expected useful life |
The cost and related accumulated depreciation
of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the unaudited interim consolidated
statements of income and comprehensive income. Expenditures for maintenance and repairs are charged to earnings as incurred, while additions,
renewals and betterments, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the
periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives.
|
Equity investments |
Equity investments The
Company accounts for investments with less than 20% of the voting shares and does not have the ability to exercise significant
influence over operating and financial policies of the investee using the equity method. The Company records equity investments at
the historical cost in its unaudited interim consolidated financial statements and subsequently records any dividends received from
the net accumulated earrings of the investee as income. Dividends received in excess of earnings are considered a return of
investment and are recorded as reduction in the cost of the investments. Equity investments are evaluated for impairment when facts or circumstances
indicate that the fair value of the long-term investments is less than its carrying value. An impairment is recognized when a decline
in fair value is determined to be other-than-temporary. The Company reviews several factors to determine whether a loss is other-than-temporary.
These factors include, but are not limited to, the: (i) nature of the investment; (ii) cause and duration of the impairment;
(iii) extent to which fair value is less than cost; (iv) financial condition and near term prospects of the investments; and
(v) ability to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value.
|
Prepayments |
Prepayments Prepayments are payments made to housing developers
for commercial and residential properties down payments. These amounts are refundable and bear an interest ranging from 0% to 3.85%
per annum if the housing developers were not able to provide the qualified houses as stated in the contracts. Management reviews its
prepayments on a regular basis to determine if the allowance is adequate and adjusts the allowance when necessary. As of June 30, 2024,
no allowance was deemed necessary.
|
Deconsolidation |
Deconsolidation Upon the loss of control, the Company derecognizes
the assets and liabilities of the subsidiary, any non-controlling interests and the other components of equity related to the subsidiary.
Any surplus or deficit arising on the loss of control is recognized in profit or loss. If the Company retains any interest in the previous
subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently it is accounted for as an equity-accounted
investee or as cost method investment depending on the level of influence retained.
|
Impairment for long-lived assets |
Impairment for long-lived assets Long-lived assets, including property and equipment with finite
lives are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions
that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses
the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment
loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition
of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company would reduce the carrying
amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable
market values.
|
Convertible notes payable |
Convertible notes payable On February 27, 2024,
MicroAlgo entered into various Convertible Note Purchase Agreements with certain investors (the “Investors”), relating to
our issuance of Convertible Promissory Notes due after 360 days of issuance (the “Convertible Notes”) and our ordinary shares
that are issuable upon conversion of the Convertible Note. On February 28, 2024, MicroAlgo issued to each Investor an Unsecured Convertible
Promissory Note (the “Notes”) pursuant to the relevant Purchase Agreements in registered offerings. On June 5, 2024,
MicroAlgo entered into convertible note purchase agreements with certain investors pursuant to which we issued on June 6, 2024 in
convertible notes with a term of 360 days. Convertible notes are debt or equity instruments that either require
or permit the investor to convert the instrument into equity securities of the issuer. MicroAlgo accounts for its convertible notes in
accordance with ASC 470-20 Debt with Conversion and Other Options, whereby the convertible instrument is initially accounted for as a
single unit of account, unless it contains a derivative that must be bifurcated from the host contract in accordance with ASC 815-15 Derivatives
and hedging – Embedded Derivatives or the substantial premium model in ASC 470-20 Debt – Debt with Conversion and Other Options
applies. For the six months ended June 30, 2024, the convertible notes payable amounted to RMB 145,743,060 (USD 20,450,000).
|
Fair value measurement |
Fair value measurement The accounting standard regarding fair value of
financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial
instruments held by the Company. The accounting standards define fair value, establish
a three-level valuation hierarchy for disclosures of fair value measurement and enhance disclosure requirements for fair value measures.
The three levels are defined as follow:
| ● | Level 1
inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
| ● | Level 2
inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable
for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. |
| ● | Level 3
inputs to the valuation methodology are unobservable and significant to the fair value. |
|
Revenue recognition |
Revenue recognition The Company adopted Accounting Standards Update
(“ASU”) 2014-09 Revenue from Contracts with Customers (ASC Topic 606). The ASU requires the use of a new five-step
model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identifies the contract with
the customer, (ii) identifies the performance obligations in the contract, (iii) determines the transaction price, including
variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocates the transaction
price to the respective performance obligations in the contract, and (v) recognizes revenue when (or as) the Company satisfies the
performance obligation. The application of the five-step model to the
revenue streams compared to the prior guidance did not result in significant changes in the way the Company records its revenue. Upon
adoption, the Company evaluated its revenue recognition policy for all revenue streams within the scope of the ASU under previous standards
and using the five-step model under the new guidance and confirmed that there were no differences in the pattern of revenue recognition. (i) AR Services — AR advertising display services AR advertisements are the use of holographic materials
integrated into advertisement on the online media platforms or offline display. The Company’s performance obligation is to identify
advertising spaces, embed holographic AR images or videos into films, shows and short form videos that are hosted by leading online streaming
platforms in China. Revenue is recognized at a point in time when the related services have been delivered based on the specific terms
of the contract, which are commonly based on specific action (i.e. cost per impression (“CPM”) or cost per action (“CPA”)
for on line display and service period for offline display contracts. The Company enters into advertising contracts
with advertisers where the amounts charged per specific action are fixed and determinable, the specific terms of the contracts were agreed
on by the Company, the advertisers and channel providers, and collectability is probable. Revenue is recognized on a CPM basis as impressions
or clicks are delivered while revenue on a CPA basis is recognized once agreed actions are performed or service period is completed. The Company considers itself as provider of the
services as it has control of the specified services and products at any time before it is transferred to the customers which is evidenced
by (1) the Company is primarily responsible to its customers for products and services offered where the products were designed in
house and the Company has customer services team to directly service the customers; and (2) having latitude in establish pricing.
Therefore, the Company acts as the principal of these arrangements and reports revenue earned and costs incurred related to these transactions
on a gross basis. — Performance-based advertising service The Company provides central processing algorithm
performance-based advertising services for its customers, which enable the customers to get the optimal business opportunities. The Company’s performance obligation is
to help customers to accurately match consumers and traffic users, and thereby increasing the conversion rate of product sale using its
proprietary data optimization algorithms. The Company’s revenue is recognized at a point when an end user completes a transaction
at a rate specified in contract. Related service fees are generally billed monthly, based on a per transaction basis. The Company considers itself as provider of the
services as it has control of the specified services and products at any time before it is transferred to the customers which is evidenced
by (1) it is primarily responsible to its customers for the services offered where the algorithms and data optimization were designed
and performed in house and it has customer services team to directly serve the customers; and (2) having latitude in establish pricing.
Therefore, VIYI acts as the principal of these arrangements and reports revenue earned and costs incurred related to these transactions
on a gross basis. In addition, through the Company’s data
algorithm optimization, it is able to identify certain end user needs and it facilitates certain value-added services to the end users.
The Company engages third party services provider to perform the services. The Company concludes that it does not control the services
as the third-party service provider is responsible for providing the service and its responsibility is merely to facilitate the provision
of these value added service to the end users and charges a fee. As such the Company recorded revenue from the value-added services on
a net basis when the services are provided by third party service provider. (ii) AR Entertainment The Company’s AR entertainment includes
mainly mobile games operations. Mobile Games Services The Company generates revenue from jointly operated
mobile game publishing services and the licensed-out games. In accordance with ASC 606, Revenue Recognition: Principal Agent Considerations,
the Company evaluates agreements with the game developers, distribution channels and payment channels in order to determine whether or
not the Company acts as the principal or as an agent in the arrangement with each party respectively. The determination of whether to
record the revenues gross or net is based on whether the Company’s promise to its customers is to provide the products or services
or to facilitate a sale by a third party. The nature of the promise depends on whether the Company controls the products or services prior
to transferring it. Control is evidenced by if the Company is primarily responsible for fulling the provision of services and has discretion
in establishing the selling price. When the Company controls the products or services, its promise is to provide and deliver the products
and revenue is presented gross. When the Company does not control the products, the promise is to facilitate the sale and revenue is presented
net. — Jointly operated mobile game publishing
services The Company is offering publishing services for
mobile games developed by third party game developers. The Company acted as a distribution channel that it will publish the games on their
own app or a third party owned app or website, named game portals. Through these game portals, game players can download the mobile games
to their mobile devices and purchase coins, the virtual currency, for in game premium features to enhance their game playing experience.
The Company contracts with third party payment platforms for collection services offered to game players who have purchased coins. The
third-party game developers, third party payment platforms and the co publishers are entitled to profit sharing based on a prescribed
percentage of the gross amount charged to the game players. The Company’s obligation in the publishing services is completed at
a point in time when the game players made a payment to purchase coins. With respect to the publishing services arrangements
between the Company and the game developer, the Company considered that the Company does not control the services as evidenced by (i) developers
are responsible for providing the game product desired by the game players; (ii) the hosting and maintenance of game servers for
running the online mobile games is the responsibility of the third party platforms; (iii) the developers or third party platforms
have the right to change the pricing of in game virtual items. The Company’s responsibilities are publishing, providing payment
solution and market promotion service, and thus the Company views the game developers to be its customers and considers itself as the
facilitator of the game developers in the arrangements with game players. Accordingly, the Company records the game publishing service
revenue from these games, net of amounts paid to the game developers. — Licensed out mobile games The Company also licenses third parties to operate
its mobile games developed internally through mobile portal and receives revenue from the third party licensee operators on a monthly
basis. The Company’s performance obligation is to provide mobile games to game operators which enable players of the mobile games
to make in game purchases and the Company recognized revenue at a point in time when game players completed the purchases. The Company
records revenues on a net basis, as the Company does not have the control of the services provided as it does not have the primary responsibility
for fulfillment nor does it have the right to change the pricing of the game services. (iii) Semiconductor business The Company’s semiconductor business includes
two sub categories: sale of products and software development. a. Sale of products Starting in July 2020, the Company also engage
in sales of semiconductor products and other electronic accessories. The Company typically enters into written contracts with its customer
where the rights of the parties, including payment terms, are identified and sales prices to the customers are fixed with no separate
sales rebate, discount, or other incentive and no right of return exists on sales of inventory. The Company’s performance obligation
is to deliver products according to contract specifications. The Company recognizes gross product revenue at a time when the control of
products or services are transferred to customers. To distinguish a promise to provide products from
a promise to facilitate the sale from a third party, the Company considers the guidance of control in ASC 606-10-55-37A and the indicators
in 606-10-55-39. The Company considers this guidance in conjunction with the terms in the Company’s arrangements with both
suppliers and customers. In general, the Company controls the products
as it has the obligation to (i) fulfill the products delivery and (ii) bear any inventory risk as legal owners. In addition,
when establishing the selling prices for delivery of the resale products, the Company has control to set its selling price to ensure it
would generate profit for the products delivery arrangements. The Company believes that all these factors indicate that the Company is
acting as a principal in this transaction. As a result, revenue from the sales of products is presented on a gross basis. b. Revenue from software development The Company also designs software for central
processing units based on customers’ specific needs. The contract is typically fixed priced and does not provide any post contract
customer support or upgrades. The Company’s performance obligation is to design, develop, test and install the related software
for customers, all of which are considered one performance obligation as the customers do not obtain benefit for each separate service.
The duration of the development period is short, usually less than one year. The Company’s revenue from software development
contracts is generally recognized over time during the development period the Company has no alternative use of the customized software
and application without incurring significant additional costs. Revenue is recognized based on the Company’s measurement of progress
towards completion based on output methods when the Company could appropriately measure the customization progress towards completion
by reaching certain milestones specified in contracts. Assumptions, risks and uncertainties inherent in the estimates used to measure
progress could affect the amount of revenues, receivables and deferred revenues at each reporting period. Contract balances: The Company records receivable related to revenue
when it has an unconditional right to invoice and receive payment. Payments received from customers before all of
the relevant criteria for revenue recognition met are recorded as deferred revenue. Contract costs: Contract costs represent costs incurred in advance
of revenue recognition arising from direct costs in respect of the revenue contracts according to the customer’s requirements prior
to the delivery of services, and such deferred costs will be recognized upon the recognition of the related revenue. Estimated contract
costs are based on the budgeted service hours, which are updated based on the progress toward completion on a monthly basis. Pursuant
to the contract terms, the Company has enforceable right on payments for the work performed. Provisions for estimated losses, if any,
on uncompleted contracts are recorded in the period in which such losses become probable based on the current contract estimates. The Company’s disaggregate revenue streams
are summarized below:
| |
June 30, 2023 (Unaudited) | | |
June 30, 2024 (Unaudited) | | |
June 30, 2024 (Unaudited) | |
| |
RMB | | |
RMB | | |
USD | |
Revenues | |
| | |
| | |
| |
AR services | |
| 254,823,992 | | |
| 290,815,771 | | |
| 40,805,940 | |
Semiconductor business | |
| 9,935,513 | | |
| - | | |
| - | |
Total revenues | |
| 264,759,505 | | |
| 290,815,771 | | |
| 40,805,940 | |
The Company’s revenues by timing of transfer
of goods or services are summarized below:
|
|
June 30,
2023
(Unaudited) |
|
|
June 30,
2024
(Unaudited) |
|
|
June 30,
2024
(Unaudited) |
|
|
|
RMB |
|
|
RMB |
|
|
USD |
|
Goods and services transferred at a point in time |
|
|
264,759,505 |
|
|
|
290,815,771 |
|
|
|
40,805,940 |
|
Total revenues |
|
|
264,759,505 |
|
|
|
290,815,771 |
|
|
|
40,805,940 |
|
The Company’s revenues by geographic locations
are summarized below:
|
|
June 30,
2023
(Unaudited) |
|
|
June 30,
2024
(Unaudited) |
|
|
June 30,
2024
(Unaudited) |
|
|
|
RMB |
|
|
RMB |
|
|
USD |
|
Mainland PRC revenues |
|
|
254,823,992 |
|
|
|
239,886,094 |
|
|
|
33,659,719 |
|
Hong Kong revenues |
|
|
- |
|
|
|
31,038,985 |
|
|
|
4,355,250 |
|
International revenues |
|
|
9,935,513 |
|
|
|
19,890,692 |
|
|
|
2,790,971 |
|
Total revenues |
|
|
264,759,505 |
|
|
|
290,815,771 |
|
|
|
40,805,940 |
|
|
Investment property |
The five-step model requires that the Company (i) identifies the contract with
the customer, (ii) identifies the performance obligations in the contract, (iii) determines the transaction price, including
variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocates the transaction
price to the respective performance obligations in the contract, and (v) recognizes revenue when (or as) the Company satisfies the
performance obligation.
|
Cost of revenues |
Cost of revenues For AR services, the cost of revenue comprised
of costs paid to channel distributors based on the sales agreements. For AR entertainment segment, the cost of revenue
consists of the shared costs with content providers based on the profit sharing arrangements, third party consulting services expenses
and compensation expenses for the Company’s professionals. For semiconductor business segment, the cost of
revenue consists primarily of the costs of products sold and third party software development costs.
|
Research and development expenses |
Research and development expenses Research and
development expenses include salaries and other compensation-related expenses to the Company’s research and product development
personnel, outsourced subcontractors, as well as office rental, depreciation and related expenses for the Company’s research and
product development team.
|
Value added taxes (“VAT”) and goods and services taxes (“GST”) |
Value added taxes (“VAT”) and goods and services taxes
(“GST”) Revenue represents the invoiced value of service,
net of VAT or GST. The VAT and GST are based on gross sales price. VAT rate is 6% on services and 13% on goods in China, and GST
rate is generally 7% in Singapore. Entities that are VAT/GST general taxpayers are allowed to offset qualified input VAT/GST paid to suppliers
against their output VAT/GST liabilities. Net VAT/GST balance between input VAT/GST and output VAT/GST is recorded in tax payable.
|
Income taxes |
Income taxes The Company accounts for current income taxes in
accordance with the laws of the relevant tax authorities. The charge for taxation is based on the results for the fiscal year as adjusted
for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted
by the balance sheet date. Deferred taxes are accounted for using the asset
and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities
in the consolidated financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle,
deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it
is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated
using tax rates that are expected to apply to the period when the asset is realized, or the liability is settled. Deferred tax is charged
or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred
tax is also dealt with in equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance
with the laws of the relevant taxing authorities. An uncertain tax position is recognized as a benefit
only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination
being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized
on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. No penalties and
interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred.
|
Leases |
Leases The Company adopted FASB ASU 2016-02, “Leases”
(Topic 842) for the year ended December 31, 2020, and elected the practical expedients that does not require us to reassess:
(1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing
leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or fewer, a lessee
is permitted to make an accounting policy election not to recognize lease assets and liabilities. The Company also adopted the practical
expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component. Operating lease ROU assets and lease liabilities
are recognized at the adoption date or the commencement date, whichever is earlier, based on the present value of lease payments over
the lease term. Since the implicit rate for the Company’s leases is not readily determinable, the Company use its incremental borrowing
rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing
rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments,
in a similar economic environment and over a similar term. Lease terms used to calculate the present value
of lease payments generally do not include any options to extend, renew, or terminate the lease, as the Company does not have reasonable
certainty at lease inception that these options will be exercised. The Company generally considers the economic life of its operating
lease ROU assets to be comparable to the useful life of similar owned assets. The Company has elected the short-term lease exception,
therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less. Its leases
generally do not provide a residual guarantee. The operating lease ROU asset also excludes lease incentives. Lease expense is recognized
on a straight-line basis over the lease term. The Company reviews the impairment of its ROU assets
consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets
when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment
of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash
flows of the related operations. The Company has elected to include the carrying amount of operating lease liabilities in any tested asset
group and include the associated operating lease payments in the undiscounted future pre-tax cash flows.
|
Stock-based compensation |
Stock-based compensation The Company records stock-based compensation expense
for employees and non-employees at fair value on the grant date. Share-based compensation is recognized net of forfeitures, as amortized
expense on a straight-line basis over the requisite service period, which is the vesting period. The Company accounts for share-based compensation
expenses using an estimated forfeiture rate at the time of grant and revising, if necessary, in subsequent periods if actual forfeitures
differ from initial estimates. Share-based compensation expenses are recorded net of estimated forfeitures such that expenses are recorded
only for those share-based awards that are expected to vest.
|
Employee benefit |
Employee benefit The full-time employees of the Company are entitled
to staff welfare benefits including medical care, housing fund, pension benefits, unemployment insurance and other welfare, which are
government mandated defined contribution plans. The Company is required to accrue for these benefits based on certain percentages of the
employees’ respective salaries, subject to certain ceilings, in accordance with the relevant PRC regulations, and make cash contributions
to the state-sponsored plans out of the amounts accrued.
|
Noncontrolling interests |
Noncontrolling interests Noncontrolling interests consists of an aggregate
of 47% of the equity interest of VIDA, 44% of the equity interest of MicroAlgo and 45% of the equity interest of Viru as of December 31,
2023. Noncontrolling interests consists of an aggregate of 47% of the equity interest of VIDA, 48% of the equity interest of MicroAlgo
and 45% of the equity interest of Viru as of June 30, 2024. Noncontrolling interests consist of the following:
| |
December 31, 2023 | | |
June 30, 2024 | | |
June 30, 2024 | |
| |
RMB | | |
RMB (Unaudited) | | |
USD (Unaudited) | |
VIDA | |
| (39,704,812 | ) | |
| (39,637,711 | ) | |
| (5,561,782 | ) |
Viru | |
| (141,931 | ) | |
| (9,229,058 | ) | |
| (1,294,979 | ) |
MicroAlgo | |
| 48,415,473 | | |
| 171,530,262 | | |
| 24,068,342 | |
Total noncontrolling interests | |
| 8,568,730 | | |
| 122,663,493 | | |
| 17,211,581 | |
|
Earnings/(loss) per share |
Earnings/(loss) per share The Company computes earnings/(loss) per share
(“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic
and diluted EPS. Basic EPS is measured as net income/loss divided by the weighted average ordinary share outstanding for the period.
Diluted EPS presents the dilutive effect on a per share basis of the potential ordinary shares (e.g., convertible securities, options
and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary
shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from
the calculation of diluted EPS. For the six months ended June 30, 2023, there was no dilutive effect of potential shares due to the Company’s
net loss. For the six months ended June 30, 2024, there was no dilutive effect of potential shares due to the Company’s net income.
|
Statutory reserves |
Statutory reserves Pursuant
to the laws applicable to the PRC, PRC entities must make appropriations from after-tax profit to the non-distributable “statutory
surplus reserve fund”. Subject to certain cumulative limits, the “statutory surplus reserve fund” requires annual appropriations
of 10% of after-tax profit until the aggregated appropriations reach 50% of the registered capital (as determined under accounting
principles generally accepted in the PRC (“PRC GAAP”) at each year-end). For foreign invested enterprises and joint ventures
in the PRC, annual appropriations should be made to the “reserve fund”. For foreign invested enterprises, the annual appropriation
for the “reserve fund” cannot be less than 10% of after-tax profits until the aggregated appropriations reach 50% of
the registered capital (as determined under PRC GAAP at each year-end). If the Company has accumulated loss from prior periods, the Company
is able to use the current period net income after tax to offset against the accumulate loss.
|
Segment reporting |
Segment reporting ASC 280, “Segment Reporting”,
establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational
structure as well as information about geographical areas, business segments and major customers in financial statements for detailing
the Company’s business segments.
|
Recently issued accounting pronouncements |
Recently issued accounting pronouncements In August 2023, the
FASB issued ASU 2023-05, “Business Combinations-Joint Venture Formations (Subtopic 805-60)”. The amendments in this Update
address the accounting for contributions made to a joint venture, upon formation, in a joint venture’s separate financial statements.
Requiring a joint venture to recognize and initially measure its assets and liabilities using a new basis of accounting upon formation
reduces diversity in practice and provides decision-useful information to a joint venture’s investors. The amendments in this Update
address a newly formed joint venture should initially measure its assets and liabilities at fair value (with exceptions to fair value
measurement that are consistent with the business combinations guidance). That approach is generally consistent with other new basis of
accounting models in GAAP, such as fresh-start reporting in accordance with Topic 852, Reorganizations. It is also broadly consistent
with the accounting outcome that would result from treating the joint venture as the acquirer of a business within the scope of Subtopic
805-10, Business Combinations—Overall. For public business entities, ASU 2023-05 is effective prospectively for all joint venture
formations with a formation date on or after January 1, 2025. Additionally, a joint venture that was formed before January 1, 2025 may
elect to apply the amendments retrospectively if it has sufficient information. Early adoption is permitted in any interim or annual period
in which financial statements have not yet been issued (or made available for issuance), either prospectively or retrospectively. In November 2023, the FASB
issued ASU 2023-07, “Segment Reporting (Topic 280)”. The amendments in this Update improve reportable segment disclosure requirements,
primarily through enhanced disclosures about significant segment expenses. The amendments in this Update require that a public entity
disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker
(CODM) and included within each reported measure of segment profit or loss (collectively referred to as the “significant expense
principle”). The amendments in this Update also require that a public entity disclose, on an annual and interim basis, an amount
for other segment items by reportable segment and a description of its composition. The other segment items category is the difference
between segment revenue less the segment expenses disclosed under the significant expense principle and each reported measure of segment
profit or loss. The amendments in this Update are effective for fiscal years beginning after December 15, 2023, and interim periods within
fiscal years beginning after December 15, 2024. Early adoption is permitted. In December 2023, the FASB
issued ASU 2023-09, “Income Taxes (Topic 740)”. The amendments in this Update address investor requests for more transparency
about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes
paid information. The amendments in this Update require that public business entities on an annual basis (1) disclose specific categories
in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect
of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income [or loss] by the
applicable statutory income tax rate). Specifically, public business entities are required to disclose a tabular reconciliation, using
both percentages and reporting currency amounts. A public business entity is required to provide an explanation, if not otherwise evident,
of the individual reconciling items disclosed, such as the nature, effect, and underlying causes of the reconciling items and the judgment
used in categorizing the reconciling items. The amendments in this Update eliminate the requirement for all entities to (1) disclose the
nature and estimate of the range of the reasonably possible change in the unrecognized tax benefits balance in the next 12 months or (2)
make a statement that an estimate of the range cannot be made. The amendments in this Update remove the requirement to disclose the cumulative
amount of each type of temporary difference when a deferred tax liability is not recognized because of the exceptions to comprehensive
recognition of deferred taxes related to subsidiaries and corporate joint ventures. For public business entities, the amendments in this
Update are effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements
that have not yet been issued or made available for issuance. The amendments in this Update should be applied on a prospective basis.
Retrospective application is permitted. Except as mentioned above, the Company does not
believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s
unaudited interim consolidated balance sheets, statements of income and comprehensive income and statements of cash flows.
|
Nature of Business and Organization (Details) - Schedule of Consolidated Financial Statements Reflect the Activities of Wimi Cayman and Each of Entities
|
6 Months Ended |
Jun. 30, 2024 |
WiMi Hologram Cloud Limited(“WiMi HK”) [Member] |
|
Schedule of Consolidated Financial Statements Reflect the Activities of Wimi Cayman and Each of Entities [Line Items] |
|
Name |
WiMi Hologram Cloud Limited(“WiMi HK”)
|
Background |
● A Hong Kong company ● Incorporated on September 4, 2018 ● Primarily engages in the sales of semiconductor products and related accessories
|
Ownership |
100% owned by WiMi Cayman
|
Beijing Hologram WiMi Cloud Network Technology Co., Ltd.(“WiMi WFOE”) [Member] |
|
Schedule of Consolidated Financial Statements Reflect the Activities of Wimi Cayman and Each of Entities [Line Items] |
|
Name |
Beijing Hologram WiMi Cloud Network Technology Co., Ltd.(“WiMi WFOE”)
|
Background |
● A PRC limited liability company and deemed a wholly foreign owned enterprise (“WFOE”) ● Incorporated on September 20, 2018 ● A holding company
|
Ownership |
100% owned by WiMi HK
|
Beijing WiMi Cloud Software Co., Ltd.(“Beijing WiMi”) [Member] |
|
Schedule of Consolidated Financial Statements Reflect the Activities of Wimi Cayman and Each of Entities [Line Items] |
|
Name |
Beijing WiMi Cloud Software Co., Ltd.(“Beijing WiMi”)
|
Background |
● A PRC limited liability company ● Incorporated on May 27, 2015 ● Primarily engages in Hologram advertising services
|
Ownership |
VIE of WiMi WFOE
|
Shenzhen Yidian Network Technology Co., Ltd. (“Shenzhen Yidian”) [Member] |
|
Schedule of Consolidated Financial Statements Reflect the Activities of Wimi Cayman and Each of Entities [Line Items] |
|
Name |
Shenzhen Yidian Network Technology Co., Ltd. (“Shenzhen Yidian”)
|
Background |
● A PRC limited liability company ● Incorporated on May 20, 2014 ● Primarily engages in ARservices
|
Ownership |
100% owned by Beijing WiMi
|
Shenzhen Duodian Cloud Technology Co., Ltd. (“Shenzhen Duodian”) [Member] |
|
Schedule of Consolidated Financial Statements Reflect the Activities of Wimi Cayman and Each of Entities [Line Items] |
|
Name |
Shenzhen Duodian Cloud Technology Co., Ltd. (“Shenzhen Duodian”)
|
Background |
● A PRC limited liability company ● Incorporated on August 24, 2017 ● Primarily engages in AR services
|
Ownership |
100% owned by Shenzhen Yidian
|
Korgas Duodian Network Technology Co., Ltd. (“Korgas Duodian”) [Member] |
|
Schedule of Consolidated Financial Statements Reflect the Activities of Wimi Cayman and Each of Entities [Line Items] |
|
Name |
Korgas Duodian Network Technology Co., Ltd. (“Korgas Duodian”)
|
Background |
● A PRC limited liability company ● Incorporated on November 25, 2016 ● Primarily engages in AR services
|
Ownership |
100% owned by Shenzhen Yidian
|
Kashi Duodian Network Technology Co., Ltd. (“Kashi Duodian”) [Member] |
|
Schedule of Consolidated Financial Statements Reflect the Activities of Wimi Cayman and Each of Entities [Line Items] |
|
Name |
Kashi Duodian Network Technology Co., Ltd. (“Kashi Duodian”)
|
Background |
● A PRC limited liability company ● Incorporated on January 31, 2019 ● Primarily engages in AR services
|
Ownership |
100% owned by Shenzhen Yidian
|
Shenzhen Zhiyun Image Technology Co., Ltd. (“Shenzhen Zhiyun”) [Member] |
|
Schedule of Consolidated Financial Statements Reflect the Activities of Wimi Cayman and Each of Entities [Line Items] |
|
Name |
Shenzhen Zhiyun Image Technology Co., Ltd. (“Shenzhen Zhiyun”)
|
Background |
● A PRC limited liability company ● Incorporated on December 3, 2019 ● Primarily engages in AR services
|
Ownership |
100% owned by Shenzhen Yidian
|
Shenzhen Shiyunyanxi Technology Co., Ltd. (“Shenzhen Shiyun”) [Member] |
|
Schedule of Consolidated Financial Statements Reflect the Activities of Wimi Cayman and Each of Entities [Line Items] |
|
Name |
Shenzhen Shiyunyanxi Technology Co., Ltd. (“Shenzhen Shiyun”)
|
Background |
● A PRC limited liability company ● Incorporated on June 9, 2021 ● Primarily engages in AR services
|
Ownership |
100% owned by Shenzhen Yidian
|
Shenzhen Yunzhan Image Technology Co., Ltd. (“Shenzhen Yunzhan”) [Member] |
|
Schedule of Consolidated Financial Statements Reflect the Activities of Wimi Cayman and Each of Entities [Line Items] |
|
Name |
Shenzhen Yunzhan Image Technology Co., Ltd. (“Shenzhen Yunzhan”)
|
Background |
● A PRC limited liability company ● Incorporated on September 24, 2020 ● Primarily engages in AR services
|
Ownership |
100% owned by Shenzhen Yidian
|
Micro Beauty Lightspeed Investment Management HK Limited (“Micro Beauty”) [Member] |
|
Schedule of Consolidated Financial Statements Reflect the Activities of Wimi Cayman and Each of Entities [Line Items] |
|
Name |
Micro Beauty Lightspeed Investment Management HK Limited (“Micro Beauty”)
|
Background |
● A Hong Kong company ● Incorporated on February 22, 2016 ● Primarily engages in MR software development and licensing
|
Ownership |
100% owned by Beijing WiMi
|
Skystar Development Co., Ltd (“Skystar”) [Member] |
|
Schedule of Consolidated Financial Statements Reflect the Activities of Wimi Cayman and Each of Entities [Line Items] |
|
Name |
Skystar Development Co., Ltd (“Skystar”)
|
Background |
● A Republic of Seychelles Company ● Incorporated on March 30, 2016 ● Primarily engages in MR software development and licensing
|
Ownership |
100% owned by Micro Beauty
|
Viru Technology Limited (“Viru”) [Member] |
|
Schedule of Consolidated Financial Statements Reflect the Activities of Wimi Cayman and Each of Entities [Line Items] |
|
Name |
Viru Technology Limited (“Viru”)
|
Background |
● A Hong Kong company ● Incorporated on April 15, 2021 ● Primarily engages in AR services
|
Ownership |
55% owned by Wimi HK
|
Shenzhen Weiruntong Technology Co., Ltd. (“Shenzhen Weiruntong”) [Member] |
|
Schedule of Consolidated Financial Statements Reflect the Activities of Wimi Cayman and Each of Entities [Line Items] |
|
Name |
Shenzhen Weiruntong Technology Co., Ltd.
(“Shenzhen
Weiruntong”)
|
Background |
● A PRC limited liability company ● Incorporated on August 26, 2022 ● Primarily engages in AR services and no material operation as of December 31,
2023
|
Ownership |
100% owned by Viru
|
VIDA Semicon Co., Limited (“VIDA”) [Member] |
|
Schedule of Consolidated Financial Statements Reflect the Activities of Wimi Cayman and Each of Entities [Line Items] |
|
Name |
VIDA Semicon Co., Limited (“VIDA”)
|
Background |
● A Hong Kong company ● Incorporated on August 21, 2020 ● Primarily engages in the sales of semiconductor products and related accessories
|
Ownership |
53% owned by WiMi HK
|
Weeto Investment PTE. Ltd (“Weeto”) [Member] |
|
Schedule of Consolidated Financial Statements Reflect the Activities of Wimi Cayman and Each of Entities [Line Items] |
|
Name |
Weeto Investment PTE. Ltd (“Weeto”)
|
Background |
● A Singapore limited liability company ● Incorporated on April 28, 2022 ● Primarily engages in AR services. No material operations as of December 31, 2023
|
Ownership |
100% owned by Wimi Cayman
|
Lixin Technology Co., Ltd. (“Lixin Technology”) [Member] |
|
Schedule of Consolidated Financial Statements Reflect the Activities of Wimi Cayman and Each of Entities [Line Items] |
|
Name |
Lixin Technology Co., Ltd.
(“Lixin Technology”)
|
Background |
● A PRC limited liability company and deemed a wholly foreign owned enterprise (“WFOE”) ● Incorporated on August 4, 2020 ● Primarily engages in research, development and sale of computer chip and intelligent chip products
|
Ownership |
100% owned by WiMi Cayman
|
Hainan Lixin Technology Co., Ltd. (“Hainan Lixin”) [Member] |
|
Schedule of Consolidated Financial Statements Reflect the Activities of Wimi Cayman and Each of Entities [Line Items] |
|
Name |
Hainan Lixin Technology Co., Ltd. (“Hainan Lixin”)
|
Background |
● A PRC limited liability company ● Incorporated on October 10, 2020 ● Plan to support the daily operations of Lixin Technology
|
Ownership |
100% owned by Lixin Technology
|
Tianjin Zhongzhengdaohe Investment Co., Ltd. (“TJ Zhongzheng”) [Member] |
|
Schedule of Consolidated Financial Statements Reflect the Activities of Wimi Cayman and Each of Entities [Line Items] |
|
Name |
Tianjin Zhongzhengdaohe Investment Co., Ltd. (“TJ Zhongzheng”)
|
Background |
● A PRC limited liability company and deemed a wholly foreign owned enterprise (“WFOE”) ● Incorporated on March 4, 2021 ● A holding company
|
Ownership |
100% owned by WiMi Cayman
|
Shenzhen Hedaozhongshu Technology Co., Ltd. (“Shenzhen Hedao”) [Member] |
|
Schedule of Consolidated Financial Statements Reflect the Activities of Wimi Cayman and Each of Entities [Line Items] |
|
Name |
Shenzhen Hedaozhongshu Technology Co., Ltd. (“Shenzhen Hedao”)
|
Background |
● A PRC limited liability company ● Incorporated on May 21, 2021 ● Plan to engage AR services
|
Ownership |
100% owned by TJ Zhongzheng
|
Kashi Daohezhongzheng Internet Technology Co., Ltd. (“Kashi Daohe”) [Member] |
|
Schedule of Consolidated Financial Statements Reflect the Activities of Wimi Cayman and Each of Entities [Line Items] |
|
Name |
Kashi Daohezhongzheng Internet Technology Co., Ltd. (“Kashi Daohe”)
|
Background |
● A PRC limited liability company ● Incorporated on May 26, 2021 ● Plan to engage AR services
|
Ownership |
100% owned by Shenzhen Hedao Dissolved on June 2, 2023
|
MicroAlgo Inc. (“MicroAlgo”) [Member] |
|
Schedule of Consolidated Financial Statements Reflect the Activities of Wimi Cayman and Each of Entities [Line Items] |
|
Name |
MicroAlgo Inc. (“MicroAlgo”)
|
Background |
● A Cayman company ● Incorporated on May 14, 2018 ● A holding company
|
Ownership |
52% owned by Wimi Cayman
|
VIYI Algorithm Inc. (“VIYI”), previously known as VIYI Technology Inc. [Member] |
|
Schedule of Consolidated Financial Statements Reflect the Activities of Wimi Cayman and Each of Entities [Line Items] |
|
Name |
VIYI Algorithm Inc. (“VIYI”), previously known as VIYI Technology Inc.
|
Background |
● A Cayman company ● Incorporated on September 24, 2020 ● Primarily engages in the development of central processing algorithm and cloud computing services
|
Ownership |
86.5% owned by WiMi Cayman before March 26, 2021; 73% owned by WiMi Cayman after March 26, 2021; 100% owned by MicroAlgo after December 9, 2022
|
Fe-da Electronics Company Private Limited (“Fe-da Electronics”) [Member] |
|
Schedule of Consolidated Financial Statements Reflect the Activities of Wimi Cayman and Each of Entities [Line Items] |
|
Name |
Fe-da Electronics Company Private Limited (“Fe-da Electronics”)
|
Background |
● A Singapore company ● Incorporated on January 9, 2009 ● Primarily engages in customization of central processing units
|
Ownership |
100% owned by VIYI Acquired in September 2020 Disposed in April 2023
|
Wisdom Lab Inc. (“Wisdom Lab”) [Member] |
|
Schedule of Consolidated Financial Statements Reflect the Activities of Wimi Cayman and Each of Entities [Line Items] |
|
Name |
Wisdom Lab Inc. (“Wisdom Lab”)
|
Background |
● A Cayman Islands company ● Incorporated on May 6, 2021 ● Engages in software solution for intelligent chips
|
Ownership |
100% owned by Fe-Da Electronics Disposed in April 2023
|
Excel Crest Limited (“Excel Crest”) [Member] |
|
Schedule of Consolidated Financial Statements Reflect the Activities of Wimi Cayman and Each of Entities [Line Items] |
|
Name |
Excel Crest Limited (“Excel Crest”)
|
Background |
● A Hong Kong company ● Incorporated on September 10, 2020 ● Support the daily operations of Fe-da Electronics in Hong Kong
|
Ownership |
100% owned by Fe-da Electronics Disposed in April 2023
|
VIYI Technology Ltd. (“VIYI Ltd”) [Member] |
|
Schedule of Consolidated Financial Statements Reflect the Activities of Wimi Cayman and Each of Entities [Line Items] |
|
Name |
VIYI Technology Ltd. (“VIYI Ltd”)
|
Background |
● A Hong Kong company ● Incorporated on October 9, 2020 ● A holding company
|
Ownership |
100% owned by VIYI
|
Shenzhen Weiyixin Technology Co., Ltd. (“Shenzhen Weiyixin”) [Member] |
|
Schedule of Consolidated Financial Statements Reflect the Activities of Wimi Cayman and Each of Entities [Line Items] |
|
Name |
Shenzhen Weiyixin Technology Co., Ltd. (“Shenzhen Weiyixin”)
|
Background |
● A PRC limited liability company and deemed a wholly foreign owned enterprise (“WFOE”) ● Incorporated on November 18, 2020 ● A holding company
|
Ownership |
100% owned by VIYI Ltd
|
Shanghai Weimu Technology Co., Ltd. (“Shanghai Weimu”) [Member] |
|
Schedule of Consolidated Financial Statements Reflect the Activities of Wimi Cayman and Each of Entities [Line Items] |
|
Name |
Shanghai Weimu Technology Co., Ltd. (“Shanghai Weimu”)
|
Background |
● A PRC limited liability company ● Incorporated on November 30, 2020 ● Engages in providing software support services
|
Ownership |
58% owned by Shenzhen Weiyixin
|
Weidong Technology Co., Ltd. (“Weidong”) [Member] |
|
Schedule of Consolidated Financial Statements Reflect the Activities of Wimi Cayman and Each of Entities [Line Items] |
|
Name |
Weidong Technology Co., Ltd. (“Weidong”)
|
Background |
● A PRC limited liability company ● Incorporated on October 28, 2020 ● Primarily engages in AR services
|
Ownership |
100% owned by Shenzhen Yitian before January 11, 2021; 100% owned by Shenzhen Weiyixin after January 11, 2021
|
Shanghai Guoyu Information Technology Co., Ltd. (“Shanghai Guoyu”) [Member] |
|
Schedule of Consolidated Financial Statements Reflect the Activities of Wimi Cayman and Each of Entities [Line Items] |
|
Name |
Shanghai Guoyu Information Technology Co., Ltd. (“Shanghai Guoyu”)
|
Background |
● A PRC limited liability company ● Incorporated on March 18, 2019 ● Engages in R&D and application of intelligent visual algorithm technology
|
Ownership |
99% owned by Weidong, 1% owned by SZ Weidong
|
Korgas Weidong Technology Co., Ltd. (“Korgas Weidong”) [Member] |
|
Schedule of Consolidated Financial Statements Reflect the Activities of Wimi Cayman and Each of Entities [Line Items] |
|
Name |
Korgas Weidong Technology Co., Ltd. (“Korgas Weidong”)
|
Background |
● A PRC limited liability company ● Incorporated on October 30, 2020 ● Primarily engages in AR services
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Ownership |
100% owned by Weidong before July 14, 2021; 100% owned by Shanghai Guoyu after July 14, 2021
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Korgas 233 Technology Co., Ltd. (“Korgas 233”) [Member] |
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Schedule of Consolidated Financial Statements Reflect the Activities of Wimi Cayman and Each of Entities [Line Items] |
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Name |
Korgas 233 Technology Co., Ltd. (“Korgas 233”)
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Background |
● A PRC limited liability company ● Incorporated on September 15, 2017 ● Primarily engages in central processing algorithm in mobile games industry
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Ownership |
100% owned by Shenzhen Yitian before January 11, 2021; 100% owned by YY Online after January 11, 2021; Dissolved in October 2023;
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Shenzhen Yiyou Online Technology Co., Ltd. (“YY Online”) [Member] |
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Schedule of Consolidated Financial Statements Reflect the Activities of Wimi Cayman and Each of Entities [Line Items] |
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Name |
Shenzhen Yiyou Online Technology Co., Ltd. (“YY Online”)
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Background |
● A PRC limited liability company ● Incorporated on January 14, 2019 ● Primarily engages in AR services
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Ownership |
Disposed in May 2024
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Shenzhen Yitian Internet Technology Co., Ltd. (“Shenzhen Yitian”) [Member] |
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Schedule of Consolidated Financial Statements Reflect the Activities of Wimi Cayman and Each of Entities [Line Items] |
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Name |
Shenzhen Yitian Internet Technology Co., Ltd. (“Shenzhen Yitian”)
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Background |
● A PRC limited liability company ● Incorporated on March 08, 2011 ● Primarily engages in mobile games development
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Ownership |
100% owned by Beijing WiMi before December 24, 2020; VIE of Shenzhen Weiyixin starting on December 24, 2020; 100% owned by Shenzhen Weiyixin starting April 1, 2022
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Shenzhen Qianhai Wangxin Technology Co., Ltd. (“Shenzhen Qianhai”) [Member] |
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Schedule of Consolidated Financial Statements Reflect the Activities of Wimi Cayman and Each of Entities [Line Items] |
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Name |
Shenzhen Qianhai Wangxin Technology Co., Ltd. (“Shenzhen Qianhai”)
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Background |
● A PRC limited liability company ● Incorporated on October 16, 2015 ● Primarily engages in AR services
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Ownership |
100% owned by Shenzhen Yitian
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CDDI Capital Ltd (“CDDI”) [Member] |
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Schedule of Consolidated Financial Statements Reflect the Activities of Wimi Cayman and Each of Entities [Line Items] |
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Name |
CDDI Capital Ltd (“CDDI”)
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Background |
● A British Virgin Islands Company ● Incorporated on June 5, 2023
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Ownership |
100% owned by VIYI Technology Limited
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VIWO AI Technology Inc. (“VIWO Cayman”) [Member] |
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Schedule of Consolidated Financial Statements Reflect the Activities of Wimi Cayman and Each of Entities [Line Items] |
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Name |
VIWO AI Technology Inc.
(“VIWO Cayman”)
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Background |
● Incorporated on June 5, 2023, under the laws of the Cayman Islands ● A holding company
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Ownership |
55% owned by CDDI Capital Ltd
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Viwo Technology Limited. (“Viwo Tech”) [Member] |
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Schedule of Consolidated Financial Statements Reflect the Activities of Wimi Cayman and Each of Entities [Line Items] |
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Name |
Viwo Technology Limited.
(“Viwo Tech”)
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Background |
● A Hong Kong company ● Incorporated on April 15, 2021 ● Engages in intelligent chips design
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Ownership |
100% owned by VIWO Cayman
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Shenzhen Viwotong Technology Co., Ltd. (“Viwotong Tech”) [Member] |
|
Schedule of Consolidated Financial Statements Reflect the Activities of Wimi Cayman and Each of Entities [Line Items] |
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Name |
Shenzhen Viwotong Technology Co., Ltd. (“Viwotong Tech”)
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Background |
● A PRC limited liability company ● Incorporated on July 19, 2021 ● No operations as of December 31, 2022
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Ownership |
100% owned by Viwo Tech
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Guangzhou Tapuyu Internet Technology Co., Ltd. (“Tapuyu”) [Member] |
|
Schedule of Consolidated Financial Statements Reflect the Activities of Wimi Cayman and Each of Entities [Line Items] |
|
Name |
Guangzhou Tapuyu Internet Technology Co., Ltd. (“Tapuyu”)
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Background |
● A PRC limited liability company ● Incorporated on June 22, 2021 ● Engages in E-commerce services and application of intelligent visual algorithm technology
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Ownership |
100% owned by Beijing Viwotong
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Beijing Younike Information Technology Co., Ltd. (“Younike”) [Member] |
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Schedule of Consolidated Financial Statements Reflect the Activities of Wimi Cayman and Each of Entities [Line Items] |
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Name |
Beijing Younike Information Technology Co., Ltd. (“Younike”)
|
Background |
● A PRC limited liability company ● Incorporated on July 22, 2022 ● Engages in central processing algorithm in advertising industry
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Ownership |
100% owned by Beijing Viwotong
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Shenzhen Weidong Technology Co., Ltd. (“SZ Weidong”) [Member] |
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Schedule of Consolidated Financial Statements Reflect the Activities of Wimi Cayman and Each of Entities [Line Items] |
|
Name |
Shenzhen Weidong Technology Co., Ltd. (“SZ Weidong”)
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Background |
● A PRC limited liability company ● Incorporated on March 27, 2023 ● Primarily engages in central processing algorithm in advertising industry
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Ownership |
100% owned by Weidong
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VIWO Technology (HK) Limited (VIWO HK) [Member] |
|
Schedule of Consolidated Financial Statements Reflect the Activities of Wimi Cayman and Each of Entities [Line Items] |
|
Name |
VIWO Technology (HK) Limited
(VIWO HK)
|
Background |
● A Hong Kong company ● Incorporated on December 20,2023 ● A holding company
|
Ownership |
100% owned by VIWO Cayman
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Beijing Viwotong Technology Co., Ltd. (“Beijing Viwotong”) [Member] |
|
Schedule of Consolidated Financial Statements Reflect the Activities of Wimi Cayman and Each of Entities [Line Items] |
|
Name |
Beijing Viwotong Technology Co., Ltd.
(“Beijing Viwotong”)
|
Background |
● A PRC limited liability company ● Incorporated on January 24, 2024 ● Primarily engages in central processing algorithm in advertising industry
|
Ownership |
100% owned by VIWO HK
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Beijing Weiyunshikong Technology Co., Ltd. (“Beijing Weiyunshikong”) [Member] |
|
Schedule of Consolidated Financial Statements Reflect the Activities of Wimi Cayman and Each of Entities [Line Items] |
|
Name |
Beijing Weiyunshikong Technology Co., Ltd. (“Beijing Weiyunshikong”)
|
Background |
● A PRC limited liability company ● Incorporated on March 7, 2024 ● Primarily engages in central processing algorithm in advertising industry
|
Ownership |
100% owned by Beijing Viwotong
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Weiyiyuliang (Beijing) Science Technology Center (Limited Partnership) (“Weiyiyuliang”) [Member] |
|
Schedule of Consolidated Financial Statements Reflect the Activities of Wimi Cayman and Each of Entities [Line Items] |
|
Name |
Weiyiyuliang (Beijing) Science Technology Center (Limited Partnership) (“Weiyiyuliang”)
|
Background |
● A Limited Partnership ● Incorporated on June 20, 2024 ● No operations as of June 30, 2024
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Ownership |
50% owned by Shenzhen Weiyixin; 50% owned by WiMi WFOE
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