SOS Limited (NYSE: SOS) outlines China, credit and crypto risks
Rhea-AI Filing Summary
SOS Limited files its Form 20-F, describing a business now driven mainly by commodities trading, with hosting services and cryptocurrency activities as smaller, higher-risk segments. Commodities trading depends heavily on a few customers and involves large advance payments and receivables, including about $427.8 million of prepayments at December 31, 2025 with substantial credit-loss allowances and impairments. The company highlights significant exposure to China-related legal, regulatory and enforcement risk, including cybersecurity, data, and overseas-listing rules. It also discloses sizable crypto holdings, with 802.77 BTC and 2,949.79 ETH carried at fair value, which introduce marked earnings volatility alongside impairments from previously unprofitable mining operations. Multiple historical and ongoing share capital changes, consolidations and authorizations materially affect share structure and potential dilution.
Positive
- None.
Negative
- None.
Key Figures
Key Terms
Holding Foreign Companies Accountable Act regulatory
Cybersecurity Review Measures regulatory
Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies regulatory
material weaknesses in our internal controls financial
impairment loss financial
data warehouses technical
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
OR
For
the fiscal year ended
OR
For the transition period from to
OR
Date of event requiring this shell company report
Commission
file number:
(Exact name of Registrant as specified in its charter)
N/A
(Translation of the Registrant’s name into English)
(Jurisdiction of incorporation or organization)
People’s
Republic of
(Address of principal executive offices)
Telephone:
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock at the close of the period covered by the annual report.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
☐
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes
☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | ☒ | Emerging growth company |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards † provided pursuant to Section 13(a) of the Exchange Act. ☐
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| ☒ | ☐ International Financial Reporting Standards as issued by the International Accounting Standards Board. | ☐ Other |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐ No
TABLE OF CONTENTS
| INTRODUCTION | iii | |
| FORWARD-LOOKING STATEMENTS | iv | |
| PART I | 1 | |
| ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS | 3 |
| ITEM 2. | OFFER STATISTICS AND EXPECTED TIME TABLE | 3 |
| ITEM 3. | KEY INFORMATION | 3 |
| ITEM 4. | INFORMATION ON THE COMPANY | 36 |
| ITEM 4A. | UNRESOLVED STAFF COMMENTS | 45 |
| ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS | 45 |
| ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES | 58 |
| ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS | 64 |
| ITEM 8. | FINANCIAL INFORMATION | 65 |
| ITEM 9. | THE OFFER AND LISTING | 67 |
| ITEM 10. | ADDITIONAL INFORMATION | 67 |
| ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 81 |
| ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES | 82 |
i
| PART II | 83 | |
| ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES | 83 |
| ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 83 |
| ITEM 15. | CONTROLS AND PROCEDURES | 83 |
| ITEM 16. | [RESERVED] | 88 |
| ITEM 16A. | AUDIT COMMITTEE FINANCIAL EXPERT | 88 |
| ITEM 16B. | CODE OF ETHICS | 88 |
| ITEM 16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES | 88 |
| ITEM 16D. | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES | 89 |
| ITEM 16E. | PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS | 89 |
| ITEM 16F. | CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT | 89 |
| ITEM 16G. | CORPORATE GOVERNANCE | 89 |
| ITEM 16H. | MINE SAFETY DISCLOSURE | 89 |
| ITEM 16I. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | 89 |
| ITEM 16J. | INSIDER TRADING POLICIES | 89 |
| ITEM 16K. | CYBERSECURITY | 90 |
| PART III | 91 | |
| ITEM 17. | FINANCIAL STATEMENTS | 91 |
| ITEM 18. | FINANCIAL STATEMENTS | 91 |
| ITEM 19. | EXHIBITS | 92 |
| INDEX TO CONSOLIDATED FINANCIAL STATEMENTS | F-1 | |
ii
INTRODUCTION
Unless otherwise indicated or the context otherwise requires in this annual report:
| ● | “ADSs” refers to our American depositary shares, each of which represents 10 Class A ordinary shares; the ADS program was terminated on September 8, 2025; |
| ● | “China” or the “PRC” refers to the People’s Republic of China, including Hong Kong Special Administrative Region and the Macau Special Administrative Region, unless referencing specific laws and regulations adopted by the PRC and other legal and tax matters only applicable to mainland China, and excluding, for the purposes of this annual report only, Taiwan; |
| ● | “Class A Ordinary Shares” refers to Class A ordinary shares, par value US$0.75 per share of SOS Limited; |
| ● | “Class B ordinary shares” refers to Class B ordinary shares, par value US$0.75 per share of SOS Limited; |
| ● | “we,” “us,” “our company” and “our” refer to SOS Limited, and its consolidated subsidiaries. |
| ● | “investors” refers to lenders of capital on our marketplace, unless the context indicates otherwise; |
| ● | “NYSE” refers to the New York Stock Exchange; |
| ● | “RMB” and “Renminbi” refer to the legal currency of China; and |
| ● | “US$,” “U.S. dollars,” “$” and “dollars” refer to the legal currency of the United States. | |
| ● | “SOS” or “the Company” refers to SOS Limited., an exempted company registered in the Cayman Islands with limited liability. |
| ● | “former variable interest entity” or “former VIE” refer to the consolidated variable interest entity, Qingdao SOS Industrial Holding Co., Ltd. and its subsidiaries which are PRC companies in which SOS did not have equity interests but whose financial results had been consolidated by SOS in accordance with U.S. GAAP due to SOS being the primary beneficiary of these companies prior to the disposition of the VIE and its subsidiaries. |
iii
FORWARD-LOOKING STATEMENTS
This annual report on Form 20-F contains forward-looking statements that reflect our current expectations and views of future events. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by terminology such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include, but are not limited to:
| ● | our goals and strategies; |
| ● | our future business development, financial condition and results of operations; |
| ● | the expected growth of the marketing data and cryptocurrency mining industry in China; |
| ● | our expectations regarding demand for and market acceptance of our services; |
| ● | our plans to invest in our business; |
| ● | competition in our industry; and |
| ● | relevant government policies and regulations relating to our industry. |
We would like to caution you not to place undue reliance on these forward-looking statements and you should read these statements in conjunction with the risk factors disclosed in “Item 3. Key Information—D. Key Information—Risk Factors.” Those risks are not exhaustive. We operate in an evolving environment. New risks emerge from time to time and it is impossible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in any forward-looking statement. We do not undertake any obligation to update or revise the forward-looking statements except as required under applicable law. You should read this annual report and the documents that we reference in this annual report completely and with the understanding that our actual future results may be materially different from what we expect.
iv
PART I
We are a Cayman Islands holding company conducting our operations through our subsidiaries in China and U.S. Our ADSs are ADSs of SOS, the offshore holding company in the Cayman Islands, instead of shares of our subsidiaries. Investors may never directly hold equity interests in our subsidiaries.
As we conduct part of our operations through our subsidiaries in China, we face various legal and operational risks and uncertainties related to doing business in China that could result in a material change in our operations and/or the value of our securities. We are subject to complex and evolving PRC laws and regulations. The PRC government has recently issued statements and conducted regulatory actions relating to areas such as approvals, filings or other administrative requirements on offshore offerings, anti-monopoly regulatory actions, and oversight on cybersecurity and data privacy. The PRC government’s significant authority in regulating our operations in China and its oversight and control over offerings conducted overseas by, and foreign investment in, China-based issuers could significantly limit our and our PRC subsidiaries’ ability to conduct business and/or significantly limit or completely hinder our ability to offer or continue to offer securities to investors, accept foreign investments or list on a United States or other foreign exchange, or cause the value of our securities to significantly decline or be worthless. For more details, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China.”
For example, the recently promulgated Data Security Law and the Personal Information Protection Law in 2021 posed additional challenges to our cybersecurity and data privacy compliance. The new Cybersecurity Review Measures issued by the Cyberspace Administration of China, or the CAC and several other PRC governmental authorities in December 2021, as well as the Regulations on the Network Data Security (Draft for Comments), or the Draft Regulations, published by the CAC for public comments in November 2021, imposed potential additional restrictions on China-based overseas-listed companies like us. If future implementing rules of the new Cybersecurity Review Measures and the enacted version of the Draft Regulations mandate clearance of cybersecurity review and other specific actions to be taken by issuers like us, we face uncertainties as to whether these additional procedures can be completed by us timely, or at all, which may subject us to government enforcement actions and investigations, fines, penalties, or suspension of our non-compliant operations, and materially and adversely affect our business and results of operations and the price of our Class A Ordinary Shares. For additional details, see “Item 3. Key Information—Risk Factors—Risks Related to Doing Business in China.”
In addition, On December 24, 2021, the China Securities Regulatory Commission, or the CSRC issued Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (the “Administration Provisions”), and the Administration Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (the “Measures”), which were opened for public comments until January 23, 2022. On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”), which will take effect on March 31, 2023.
Furthermore, the PRC regulators have promulgated new anti-monopoly and competition laws and regulations and strengthened the enforcement under these laws and regulations. There remain uncertainties as to how the laws, regulations and guidelines recently promulgated will be implemented and whether these laws, regulations and guidelines will have a material impact on our business, financial condition, results of operations and prospects. We cannot assure you that our business operations comply with such regulations and authorities’ requirements in all respects. If any non-compliance is raised by relevant authorities and determined against us, we may be subject to fines and other penalties.
Risks and uncertainties arising from the legal system in China, including the above-mentioned risks and uncertainties regarding the enforcement of laws and quickly evolving rules and regulations in China, could result in a material adverse change in our operations and the value of our Class A Ordinary Shares. For more details, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China.”
1
Our Class A Ordinary Shares may be prohibited from trading on a national exchange or “over-the-counter” markets under the Holding Foreign Companies Accountable Act (the “HFCA Act”) if the Public Company Accounting Oversight Board (the “PCAOB”) is unable to inspect our auditors for three consecutive years beginning in 2021. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”), which, if signed into law, would amend the HFCA Act and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to the PCAOB inspections for two consecutive years instead of three consecutive years. Pursuant to the HFCA Act, the PCAOB issued a Determination Report on December 16, 2021 which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (1) mainland China of the People’s Republic of China because of a position taken by one or more authorities in mainland China; and (2) Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in Hong Kong. In addition, the PCAOB’s report identified the specific registered public accounting firms which are subject to these determinations. On December 29, 2022, a legislation entitled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”), was signed into law by President Biden. The Consolidated Appropriations Act contained, among other things, an identical provision to AHFCAA, which reduces the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two. Our auditor, Assentsure PAC (“Assentsure”), the independent registered public accounting firm that issues the audit report included in this prospectus, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to the PCAOB’s inspections to assess Assentsure’s compliance with applicable professional standards. Assentsure PAC is headquartered in Singapore, and is subject to inspection by the PCAOB on a regular basis with the latest inspection in September 2024. As of the date of this prospectus, our auditor is not subject to the determinations announced by the PCAOB on December 16, 2021, relating to the PCAOB’s inability to inspect or investigate completely registered public accounting firms headquartered in mainland China or Hong Kong because of a position taken by one or more authorities in the PRC or Hong Kong. In the event it is later determined that the PCAOB is unable to inspect or investigate completely our auditor, then such lack of inspection could cause trading in our securities to be prohibited under the HFCA Act, and ultimately result in a determination by a securities exchange to delist our securities. On August 26, 2022, the PCAOB signed a Statement of Protocol (the “SOP”) Agreement with the CSRC and China’s Ministry of Finance. The SOP Agreement, together with two protocol agreements (collectively, “SOP Agreements”), governs inspections and investigations of audit firms based in mainland China and Hong Kong, taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong. Pursuant to the fact sheet with respect to the Protocol disclosed by the U.S. Securities and Exchange Commission (the “SEC”), the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination.
These risks, if materialized, could result in a material adverse change in our operations and the value of our Class A Ordinary Shares, significantly limit or completely hinder our ability to continue to offer securities to investors, or cause the value of such securities to significantly decline or be worthless. For more details, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China.”
On May 1, 2023, we held our 2023 Annual General Meeting of shareholders (the “2023 Annual Meeting”) to effect a share consolidation of all classes of ordinary shares, par value of $0.0001 each, at a ratio of one-for-fifty such that each fifty ordinary shares of the Company shall be combined into one ordinary share, par value of $0.005 each, of the Company (“2023 Share Consolidation”). At the Meeting, our shareholders approved the 2023 Share Consolidation by ordinary resolutions. The 2023 Share Consolidation became effective on June 16, 2023. After the effectiveness of the 2023 Share Consolidation, our ADS ratio was adjusted accordingly, and the ADSs started trading on a post-2023 Share Consolidation basis on NYSE when the market opened on the effective date under the same symbol “SOS” but under a new CUSIP number. No fractional shares were issued in connection with the 2023 Share Consolidation. All fractional shares were rounded up to the whole number of shares. Each 50 pre-split ordinary shares outstanding were automatically combined and converted to one issued and outstanding ordinary share without any action on the part of the shareholders, and the terms of the outstanding warrants, unit purchase options, senior convertible debentures and awards under share incentive plans of the Company were adjusted automatically without any action on the part of the holders of awards under share incentive plans.
Immediately following the 2023 Share Consolidation, the authorized share capital of the Company became US$1,200,000 divided into 240,000,000 ordinary shares of par value of US$0.005 each, comprising of 196,000,000 Class A Ordinary Shares of a par value of US$0.005 each and 44,000,000 Class B Ordinary Shares of a par value of US$0.005 each. On May 1, 2023, the Company’s shareholders adopted an ordinary resolution to increase the Company’s authorized share capital from US$600,000 divided into 120,000,000 shares of a par value of US$0.005 each, comprising of 98,000,000 Class A Ordinary Shares of a par value of US$0.005 each and 22,000,000 Class B Ordinary Shares of a par value of US$0.005 each to US$1,200,000 divided into 240,000,000 shares of a par value of US$0.005 each, comprising of 196,000,000 Class A Ordinary Shares of a par value of US$0.005 each and 44,000,000 Class B Ordinary Shares of a par value of US$0.005 each.
2
On August 15, 2024, the Company’s shareholders adopted an ordinary resolution to increase the Company’s authorized share capital to US$50,000,000 divided into 10,000,000,000 shares with a par value of US$0.005 each, comprised of (1) 9,000,000,000 Class A ordinary shares with a par value of US$0.005 each, and (2) 1,000,000,000 Class B ordinary shares with a par value of US$0.005 each
From a Cayman Islands legal perspective, the 2023 Share Consolidation does not have any retroactive effect on our shares prior to the effectiveness date of 2023 Share Consolidation.
On August 11, 2025, we held our 2025 Extraordinary General Meeting of shareholders (the “2025 Extraordinary General Meeting”) to effect the following resolutions. First, as an ordinary resolution, the shareholders approved an increase of the authorized share capital of the Company by the creation of an additional 500,000,000 Class B Ordinary Shares of a par value of US$0.005 each, to rank pari passu in all respects with the existing Class B Ordinary Shares. Second, as an ordinary resolution, the shareholders approved a share consolidation whereby every 150 issued and unissued Class A Ordinary Shares of a par value of US$0.005 each and every 150 issued and unissued Class B Ordinary Shares of a par value of US$0.005 each in the share capital of the Company were consolidated into 1 Class A Ordinary Share of a par value of US$0.75 and 1 Class B Ordinary Share of a par value of US$0.75, respectively (the “2025 Share Consolidation”). Third, as an ordinary resolution, the shareholders approved a share subdivision whereby, following the effectiveness of the 2025 Share Consolidation, each authorized issued and unissued Class A Ordinary Share of a par value of US$0.75 and each authorized issued and unissued Class B Ordinary Share of a par value of US$0.75 were subdivided into 75 Class A Ordinary Shares of a par value of US$0.01 each and 75 Class B Ordinary Shares of a par value of US$0.01 each, respectively (the “2025 Share Subdivision”). The 2025 Share Consolidation became effective on September 8, 2025, on which date the Company also completed its transition from an ADS listing to a direct listing of its Class A Ordinary Shares on the NYSE. No fractional shares were issued in connection with the 2025 Share Consolidation. All fractional shares were rounded up to the nearest whole number of shares. The 2025 Share Subdivision has not been implemented as of the date of this report.
From a Cayman Islands legal perspective, the 2025 Share Consolidation does not have any retroactive effect on our shares prior to the effectiveness date of 2025 Share Consolidation.
Unless otherwise indicated, all information included in this annual report, including, without limitation, all share and per share amounts, trading and per share prices, note conversion rates and option and warrant exercise prices, is presented after giving effect to the 2025 Share Consolidation.
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIME TABLE
Not applicable.
ITEM 3. KEY INFORMATION
Enforceability of Civil Liability
We are an exempted company limited by shares incorporated under the laws of Cayman Islands. We conduct substantially all our operations in terms of revenue in China and substantially all our assets are located in China. In addition, a majority of our directors and executive officers reside within China, and most of the assets of these persons are located within mainland China. Only one of our directors and executive officers resides in Hong Kong, and his assets are substantially all located outside Hong Kong. As a result, it may be difficult or impossible for you to effect service of process within the United States upon these individuals, or to bring an action against us or against these individuals in the United States in the event that you believe your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of Cayman Islands and of the PRC may render you unable to enforce a judgment against our assets or the assets of our directors and officers.
There is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), however, the courts of the Cayman Islands will, at common law, recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without any re-examination of the merits of the underlying dispute based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the liquidated sum for which such judgment has been given, provided such judgment (a) is given by a foreign court of competent jurisdiction, (b) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (c) is final, (d) is not in respect of taxes, a fine or a penalty, and (e) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands. However, the Cayman Islands courts are unlikely to enforce a judgment obtained from the U.S. courts under civil liability provisions of the U.S. federal securities law if such judgment is determined by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature. Because such a determination has not yet been made by a court of the Cayman Islands, it is uncertain whether such civil liability judgments from U.S. courts would be enforceable in the Cayman Islands. A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.
3
The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other forms of reciprocity with the United States that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, the PRC courts will not enforce a foreign judgment against us or our director and officers if they decide that the judgment violates the basic principles of PRC laws or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States.
A. [Reserved]
B. Capitalization and Indebtedness
Not applicable.
C. Reasons for the Offer and Use of Proceeds
Not applicable.
D. Risk Factors
Summary of Risk Factors
Investing in our Class A Ordinary Shares involves significant risks. You should carefully consider all of the information in this annual report before making an investment in our Class A Ordinary Shares. Below please find a summary of the principal risks we face, organized under relevant headings. These risks are discussed more fully in the section titled “Item 3. Key Information—D. Risk Factors” in this annual report.
Risks Related to Our Commodities Trading Business
| ● | SOS Limited is primarily a commodities trading company, and our revenues are substantially dependent on the volume and margin of our commodities trading transactions. Adverse commodity price movements could compress or eliminate our margins and materially affect our results of operations. See more detailed discussion of this risk factor on page [ ] of this annual report. |
| ● | We are exposed to significant counterparty and credit risk in our commodities trading business. Our prepayments to suppliers and receivables from customers are subject to substantial credit loss risk, and our allowances for credit losses may be insufficient. See more detailed discussion of this risk factor on page 8 of this annual report. |
| ● | Our commodities trading business requires us to make substantial advance payments to suppliers before goods are delivered, which we may be unable to recover if suppliers fail to perform. See more detailed discussion of this risk factor on page 8 of this annual report. |
| ● | Our commodities trading revenues are concentrated among a limited number of customers, and the loss of any such customer could cause a material decline in our revenues. See more detailed discussion of this risk factor on page 8 of this annual report. |
| ● | We may be required to write down inventory to net realizable value, which could materially affect our financial results. See more detailed discussion of this risk factor on page 9 of this annual report. |
| ● | Management has identified material weaknesses in our internal controls over revenue recognition for our commodities trading business. If we are unable to remediate these weaknesses, we may be unable to accurately report our financial results. See more detailed discussion of this risk factor on page 9 of this annual report. |
4
Risks Related to Our Hosting Services Business
| ● | Our hosting services revenues may decline if customer demand for third-party cryptocurrency mining decreases, and we may be unable to replace such revenues with alternative sources. See more detailed discussion of this risk factor on page 9 of this annual report. |
| ● | The profitability of our hosting services business depends on the economic attractiveness of cryptocurrency mining for our customers, which is subject to numerous factors outside our control, including cryptocurrency prices, mining difficulty, and regulatory developments. See more detailed discussion of this risk factor on page 9 of this annual report. |
| ● | If our hosting services business continues to decline, we may be unable to develop or acquire alternative revenue streams to replace those revenues in a timely manner or at all. See more detailed discussion of this risk factor on page 9 of this annual report. |
Risks Relating to the Cryptocurrency Mining, Security and Insurance Business
| ● | We have temporarily shut down mining operations in 2025, and there can be no assurance that we will successfully resume or expand such operations in the future. See more detailed discussion of this risk factor on page 10 of this annual report. |
| ● | Our cryptocurrency mining equipment has been subject to significant impairment charges, and we may be required to recognize additional impairment losses in the future. See more detailed discussion of this risk factor on page 10 of this annual report. |
| ● | Our significant holdings of Bitcoin and Ethereum expose us to substantial fair value volatility, which is recognized directly in our earnings each period. See more detailed discussion of this risk factor on page 10 of this annual report. |
| ● | Our cryptocurrency mining, security and insurance businesses are still under development, with many uncertainties in research of relevant technologies, which makes it hard for us to evaluate their ability to generate revenue through operations, and to date, each of them has not generated revenue from any commercially available blockchain-based products or services. See more detailed discussion of this risk factor on page 10 of this annual report. |
| ● | Cryptocurrency mining relies on a steady and inexpensive power supply for operating mining farms and running mining hardware. Failure to access a large quantity of power at reasonable costs could significantly increase our operating expenses and adversely affect our demand for our mining machines. See more detailed discussion of this risk factor on page 10 of this annual report. |
| ● | Shortages in, or rises in the prices of mining machines may adversely affect our business. See more detailed discussion of this risk factor on page 11 of this annual report. |
| ● | We may not be able to develop our cryptocurrency mining capacity, blockchain-based security and insurance technologies in the safeguard of digital assets because we may fail to anticipate or adapt to technology innovations in a timely manner, or at all. See more detailed discussion of this risk factor on page 11 of this annual report. |
| ● | Adverse changes in the regulatory environment in the PRC market could have a material adverse impact on our planned cryptocurrency related business. See more detailed discussion of this risk factor on page 11 of this annual report. |
| ● | Because cryptocurrencies may be determined to be investment securities, we may inadvertently violate the Investment Company Act and incur large losses as a result and potentially be required to register as an investment company or terminate operations and we may incur third party liabilities. See more detailed discussion of this risk factor on page 12 of this annual report. |
| ● | Banks and financial institutions may not provide banking services, or may cut off services, to businesses that engage in bitcoin-related activities or that accept cryptocurrencies as payment, including financial institutions of investors in our securities. See more detailed discussion of this risk factor on page 12 of this annual report. |
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Risks Related to Our Data Mining and Analysis Business
| ● | Development of data warehouses is capital intensive. We may not be able to generate sufficient capital or obtain additional capital to meet our future capital needs, on favorable terms or at all, which may lead to significant disruption to our business expansion and adversely affect our financial position. See more detailed discussion of this risk factor on page 13 of this annual report. |
| ● | The market in which we participate is competitive. Failure to compete effectively may result in loss of our market share and a decrease in our revenues and profitability. See more detailed discussion of this risk factor on page 13 of this annual report. |
| ● | Our revenues are highly dependent on a limited number of major clients, and the loss of any such client or any other significant client, or the inability of any such client or any other significant client to make payments to us as due, could have a material adverse effect on our business, results of operations and financial condition. See more detailed discussion of this risk factor on page 14 of this annual report. |
| ● | If we do not succeed in attracting new clients or agents for our services and/or growing revenues from existing clients or agents, our business and results of operation may be adversely affected. See more detailed discussion of this risk factor on page 14 of this annual report. |
| ● | Factors that adversely affect the industries in which our clients operate or information technology spending in these industries, particularly in the Internet and cloud service industries and insurance industries, may adversely affect our business. See more detailed discussion of this risk factor on page 14 of this annual report. |
| ● | We purchase a significant portion of our meta data from a small number of data suppliers. A significant disruption in any of such data suppliers could materially and adversely affect our business, results of operations and financial condition. See more detailed discussion of this risk factor on page 15 of this annual report. |
Risks Related to Doing Business in China
| ● | The approval of the CSRC, may be required in connection with the listing and trading of our securities under PRC rules, regulations, or policies, and, if required, we cannot predict whether or how soon we will be able to obtain such approval. As a result, both you and us face uncertainty about future actions by the PRC government that could significantly affect our business, our listing on NYSE, financial condition and results of operations. See more detailed discussion of this risk factor on page 18 of this annual report. |
| ● | In light of recent events indicating greater oversight by the CAC, over data security, we are subject to a variety of laws and other obligations regarding cybersecurity and data protection, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business, our listing on NYSE, financial condition and results of operations. See more detailed discussion of this risk factor on page 19 of this annual report. |
| ● | PRC laws and regulations governing our current business operations are sometimes vague and uncertain and any changes in such laws and regulations may impair our ability to operate profitably. See more detailed discussion of this risk factor on page 20 of this annual report. |
| ● | Regulations relating to offshore investment activities by PRC residents may limit our ability to acquire PRC companies and could adversely affect our business. See more detailed discussion of this risk factor on page 21 of this annual report. |
| ● | Governmental control of currency conversion may limit our ability to utilize our net revenue effectively and our ability to transfer cash between our PRC subsidiaries and us, across borders, and to investors and affect the value of your investment. See more detailed discussion of this risk factor on page 21 of this annual report. |
| ● | Although the audit report included in this annual report is prepared by an auditor who are currently inspected by the Public Company Accounting Oversight Board (the “PCAOB”), there is no guarantee that future audit reports will be prepared by auditors inspected by the PCAOB and, as such, in the future investors may be deprived of the benefits of such inspection. Furthermore, trading in our securities may be prohibited under the Holding Foreign Companies Accountable Act (the “HFCA Act”) if the SEC subsequently determines our audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely, and as a result, U.S. national securities exchanges, such as Nasdaq, may determine to delist our securities. Furthermore, on December 29, 2022, the Consolidated Appropriations Act, was signed into law by President Biden. The Consolidated Appropriations Act contained, among other things, an identical provision to AHFCAA, which reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two. See more detailed discussion of this risk factor on page 22 of this annual report. |
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| ● | Failure to comply with laws and regulations applicable to our business could subject us to fines and penalties and could also cause us to lose customers or otherwise harm our business. See more detailed discussion of this risk factor on page 24 of this annual report. |
| ● | If we cease to qualify as a foreign private issuer, we would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and we would incur significant additional legal, accounting and other expenses that we would not incur as a foreign private issuer. See more detailed discussion of this risk factor on page 25 of this annual report. |
| ● | We may fail to obtain, maintain and update licenses and permits necessary to conduct our operations in the PRC, and our business may be materially and adversely affected as a result of any changes in the laws and regulations governing the VATS industry in the PRC. See more detailed discussion of this risk factor on page 25 of this annual report. |
| ● | We may rely principally on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to pay dividends to us could have a material adverse effect on our ability to conduct our business. See more detailed discussion of this risk factor on page 26 of this annual report. |
| ● | Adverse changes in China’s economic, political and social conditions, as well as laws and government policies, may materially and adversely affect our business, financial condition, results of operations and growth prospects. See more detailed discussion of this risk factor on page 27 of this annual report. |
| ● | Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to you and us. See more detailed discussion of this risk factor on page 27 of this annual report. |
Risks Related to Our Class A Ordinary Shares
| ● | The trading price of our Class A Ordinary Shares may be volatile, which could result in substantial losses to investors. See more detailed discussion of this risk factor on page 31 of this annual report. |
| ● | Techniques employed by short sellers may drive down the market price of our Class A Ordinary Shares. See more detailed discussion of this risk factor on page 32 of this annual report. |
| ● | Substantial future sales or perceived potential sales of our Class A Ordinary Shares in the public market could cause the price of our Class A Ordinary Shares to decline. See more detailed discussion of this risk factor on page 32 of this annual report. |
| ● | Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our Class A Ordinary Shares for return on your investment. See more detailed discussion of this risk factor on page 33 of this annual report. |
| ● | We may be classified as a passive foreign investment company for U.S. federal income tax purposes, which could result in adverse U.S. federal income tax consequences to U.S. Holders of our ordinary shares. See more detailed discussion of this risk factor on page 33 of this annual report. |
| ● | Our memorandum and articles of association contain anti-takeover provisions that could have a material adverse effect on the rights of holders of our Class A Ordinary Shares. See more detailed discussion of this risk factor on page 34 of this annual report. |
| ● | Our dual-class voting structure limits your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A Ordinary Shares may view as beneficial. See more detailed discussion of this risk factor on page 34 of this annual report. |
| ● | You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are registered under Cayman Islands law. See more detailed discussion of this risk factor on page 34 of this annual report. |
| ● | Certain judgments obtained against us by our shareholders may not be enforceable. See more detailed discussion of this risk factor on page 35 of this annual report. |
| ● | We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies. See more detailed discussion of this risk factor on page 35 of this annual report. |
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| ● | You may experience dilution of your holdings due to inability to participate in rights offerings. See more detailed discussion of this risk factor on page 35 of this annual report. |
| ● | We incur significant costs as a result of being a public company. See more detailed discussion of this risk factor on page 35 of this annual report. |
Risks Related to Our Commodities Trading Business
Our commodities trading business is subject to significant commodity price volatility, which could adversely affect our margins and results of operations.
As a primarily commodities-driven company, we generate the substantial majority of our revenues from our commodities trading business by identifying suppliers and buyers and earning the price difference between our purchase price and sale price. As a result, our margins are directly exposed to fluctuations in the market prices of the commodities we trade, including mineral resin, soy bean, wheat, sesame, liquid sulfur and latex. Commodity prices are subject to significant fluctuations due to factors beyond our control, including global supply and demand dynamics, weather events, geopolitical developments, changes in currency exchange rates, and government policies or export controls. A significant decline in commodity prices between the time we commit to purchase and the time we complete a sale could compress or eliminate our margin on affected transactions, or require us to record inventory write-downs to net realizable value. We are required to assess our inventory at the lower of cost and net realizable value, and any write-down of inventory could adversely affect our financial results. We cannot guarantee that we will be able to manage commodity price risk effectively, and any significant adverse price movement could materially and adversely affect our business, financial condition and results of operations.
We are exposed to significant counterparty and credit risk in our commodities trading business, and our allowances for credit losses may be insufficient.
Our commodities trading business, which generates the substantial majority of our revenues, involves extending credit to customers and making significant advance payments to suppliers. A significant portion of our receivables is generated from our commodities trading operations and is concentrated among a limited number of counterparties. As of December 31, 2025, our other receivables included prepayments of approximately $427.8 million related to commodity trading transactions, against which we recorded an allowance for credit losses of approximately $213.2 million, and we recognized impairment losses of approximately $46.9 million on other receivables during fiscal year 2025. The collectability of our receivables and the recoverability of our supplier advances are subject to significant uncertainty, and future events — including deterioration in the financial condition of our counterparties, market disruptions, or geopolitical events — may require us to record additional credit loss allowances. If our allowances for credit losses are insufficient, our financial condition and results of operations could be materially and adversely affected.
Our commodities trading business requires us to make substantial advance payments to suppliers, which we may be unable to recover if goods are not delivered.
Our commodities trading operations — which drive the substantial majority of our revenues — require us to make significant advance payments and prepayments to suppliers before goods are delivered. If a supplier fails to deliver the contracted goods, delivers goods of inferior quality, or becomes insolvent, we may be unable to recover such advance payments. During fiscal year 2025, we recognized substantial impairment losses on other receivables related to such advances, reflecting the significant credit risk embedded in our business model. Our ability to assess the creditworthiness of suppliers may be limited, particularly for suppliers with whom we have limited transaction history. If we are unable to recover advance payments, our financial condition and liquidity could be materially and adversely affected.
We depend on a limited number of customers for a significant portion of our commodities trading revenues, and the loss of any such customer could adversely affect our results.
Because commodities trading constitutes the substantial majority of our revenues, our business is highly dependent on a small number of customers. For the year ended December 31, 2025, revenues from Qingdao West Travel Trading Co., Ltd were $42.3 million, accounting for 29.6% of our commodity trading revenues; revenues from Qingdao Ronghe Energy Trading Co. Ltd were $15.4 million, accounting for 10.8% of our commodity trading revenues; and revenues from Qinghuangdao Wushang Energy Trading Co., Ltd were $13.2 million, accounting for 9.2% of our commodity trading revenues. Our agreements with these customers may not be long-term in nature, and we cannot guarantee their continued patronage. The loss of any major customer, or a significant reduction in orders from such customers, could cause a material decline in our revenues and could adversely affect our operating results. We may not be able to replace lost revenues from such customers in a timely manner or at all.
In addition, our reliance on any individual significant customer may give that customer a degree of pricing leverage against us when negotiating contracts and terms of service with us. The loss of any of our major customers, or a significant decrease in the extent of the services that they outsource to us or the level of prices we offer, could materially and adversely affect our financial condition and results of operations.
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We may be required to write down inventory to net realizable value, which could materially affect our financial results.
Our commodities trading business requires us to carry inventory of traded commodities, including mineral resin, soy bean, wheat, sesame, liquid sulfur and latex. We are required under U.S. GAAP to assess our inventory at the lower of cost and net realizable value at each reporting date. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs necessary to make the sale. If commodity prices decline between the time inventory is acquired and the time of sale, or if inventory is damaged, deteriorated, or otherwise impaired, we may be required to write down the carrying value of such inventory to its net realizable value. Such write-downs could be material and could adversely affect our gross margin, operating results and financial condition. We cannot guarantee that commodity prices will remain at levels sufficient to ensure our inventory retains its carrying value.
Material weaknesses in our internal controls over revenue recognition for our commodities trading business could adversely affect the accuracy of our financial reporting.
Management has identified material weaknesses in our internal controls over financial reporting, including controls over revenue recognition for our commodities trading business, which generates the substantial majority of our revenues. Specifically, revenue and cost were, in certain instances, initially recorded based on invoicing rather than the transfer of control, and adjustments were required to align accounting with U.S. GAAP. In addition, the Company did not maintain effective controls over the timing of revenue recognition and the reconciliation of physical inventory movements to accounting records. If we are unable to remediate these material weaknesses in a timely manner, we may be unable to accurately report our financial results, which could lead to restatements of previously issued financial statements, loss of investor confidence, and adverse regulatory consequences. Any failure to maintain effective internal controls could have a material adverse effect on our business, financial condition and results of operations.
Risks Related to Our Hosting Services Business
Our hosting services revenues may decline if customer demand for third-party cryptocurrency mining decreases, and we may be unable to replace such revenues.
Following the discontinuation of our direct cryptocurrency mining operations in 2025, we transitioned to a hosting services model under which we earn fees from customers who locate and operate mining equipment on our premises. While commodities trading remains our primary revenue driver, hosting services generated approximately $7.5 million of revenue in fiscal year 2025, representing approximately 4.9% of our total revenues. Our hosting revenues depend on the continued willingness of third-party miners to utilize our facilities, which in turn depends on the economic attractiveness of cryptocurrency mining. If the price of Bitcoin, Ethereum or other mined cryptocurrencies declines significantly, if mining difficulty increases materially, or if the cost of electricity or other inputs renders mining uneconomical, demand for our hosting services could decline materially. We may be unable to replace lost hosting revenues with alternative revenue streams in a timely manner or at all, which could have a material adverse effect on our results of operations.
The profitability of our hosting services business depends on factors outside our control, including cryptocurrency prices, network difficulty, and regulatory developments.
The profitability of cryptocurrency mining — and therefore the demand for our hosting services — depends on numerous factors outside our control, including the market prices of Bitcoin and Ethereum, the global cryptocurrency network hash rate and mining difficulty, the availability and cost of electricity, and the development of more efficient mining hardware that may render our customers’ existing equipment obsolete. Cryptocurrency prices have historically been extremely volatile. If our hosted mining customers find it no longer economical to continue their operations, they may terminate or reduce their use of our facilities, and our hosting revenues would be adversely affected. Furthermore, our hosting operations are subject to evolving laws and regulations, and any adverse regulatory developments could restrict or prevent the operation of cryptocurrency mining equipment at our facilities, further reducing demand for our hosting services.
If our hosting services business continues to decline, we may be unable to develop or acquire alternative revenue streams to replace those revenues.
Our hosting services business is a secondary component of our overall operations and has grown from a transitional strategy following the discontinuation of our direct mining operations. We cannot guarantee that our hosting revenues will grow or even be maintained at current levels. Our decision to discontinue direct mining operations was driven by the determination that mining rigs were no longer cost-effective to operate, and we may face similar determinations with respect to the underlying economics of hosting services. If we are unable to grow or sustain our hosting revenue base, and if our commodities trading business does not expand sufficiently to compensate, our overall financial performance could be materially and adversely affected.
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Risks Relating to the Cryptocurrency Mining, Security and Insurance Business
We have temporarily shut down mining operations in 2025, and there can be no assurance we will successfully resume profitable mining operations in the future.
We temporarily shut down mining operations during 2025 because the mining rigs were no longer cost-effective to operate. We did not generate any revenue from digital asset mining during the fiscal year ended December 31, 2025, and no digital assets were generated through mining during the year. While we may seek to resume direct mining operations in the future, there can be no assurance that mining economics will improve sufficiently to make direct mining viable or profitable, or that we will have access to the equipment, facilities, power supply, and capital required to resume operations at a competitive scale. Any resumption of mining operations will expose us to the same risks that led to the discontinuation of our mining activities.
Our cryptocurrency mining equipment has been subject to significant impairment charges, and we may be required to recognize additional impairment losses in the future.
Our cryptocurrency mining equipment has been subject to substantial impairment charges due to changes in market conditions, reduced mining profitability, technological obsolescence, reduced expected mining output, and changes in expected future economic benefits. We recognized an additional impairment loss of approximately $5.9 million on our mining equipment during fiscal year 2025. The fair value of mining equipment is sensitive to cryptocurrency prices, mining difficulty, power costs, and the development of new-generation mining hardware. If any of these factors deteriorates further, we may be required to recognize additional impairment charges, which could adversely affect our financial condition and results of operations.
Our significant holdings of Bitcoin and Ethereum expose us to substantial fair value volatility, which is recognized directly in our earnings each period.
As of December 31, 2025, we held approximately 802.77 BTC with a fair value of approximately $70.3 million and 2,949.79 ETH with a fair value of approximately $8.8 million, and we recognized net unrealized fair value losses on digital assets of approximately $6.7 million during fiscal year 2025. We account for our digital assets at fair value, with changes in fair value recognized in our consolidated statements of operations each period. Because cryptocurrency prices are highly volatile, our reported earnings may fluctuate significantly from period to period due to mark-to-market adjustments on our digital asset holdings, regardless of the performance of our underlying commodities trading and other operating businesses. This volatility may make it difficult for investors to evaluate our financial performance and may adversely affect the market price of our shares.
Our cryptocurrency mining, security and insurance businesses are still under development, with many uncertainties in research of relevant technologies, which makes it hard for us to evaluate their ability to generate revenue through operations, and to date, each of them has not generated revenue from any commercially available blockchain-based products or services.
Our cryptocurrency mining, security and insurance businesses were recently initiated in January 2021. Our limited operating history in the research and development of cryptocurrency mining, protection and insurance and the relative immaturity of the blockchain industry make it difficult for us to evaluate future prospects of these sectors. Our new business may encounter and may continue to encounter, risks and difficulties frequently experienced by growing companies in rapidly developing and changing industries, including challenges in forecasting accuracy, determining appropriate uses of their limited resources, gaining market acceptance, managing a complex and evolving regulatory landscape and developing new products, especially in cryptocurrency industry, a highly volatile industry. Our future operating model of cryptocurrency mining, security and insurance is immature and may require many changes in order for them to scale their operations efficiently and be successful. Investors in our securities should consider the business and prospects of our new areas in China in light of the risks and difficulties they face as early-stage companies focused on developing products in the field of blockchain based technology.
Cryptocurrency mining relies on a steady and inexpensive power supply for operating mining farms and running mining hardware. Failure to access a large quantity of power at reasonable costs could significantly increase our operating expenses and adversely affect our demand for our mining machines.
Cryptocurrency mining consumes a significant amount of energy power to process the computations and cool down the mining hardware. Therefore, a steady and inexpensive power supply is critical to cryptocurrency mining. There can be no assurance that the operations of our planned cryptocurrency mining business will not be affected by power shortages or an increase in energy prices in the future. In addition, as we intend to establish and operate mining machines and engage in key mainstream cryptocurrencies mining activities, such as Bitcoin, in the near future, any increase in energy prices or a shortage in power supply in the area of our mining machines may be located will increase our potential mining costs and reduce the expected economic returns from our mining operation significantly.
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In particular, the power supply could be disrupted by natural disasters, such as floods, mudslides and earthquakes, or other similar events beyond our control. Further, we may experience power shortages due to seasonal variations in the supply of certain types of power such as hydroelectricity. Power shortages, power outages or increased power prices could adversely affect our mining businesses. Under such circumstances, our business, results of operations and financial condition could be materially and adversely affected.
Shortages in, or rises in the prices of mining machines may adversely affect our business.
Given the long production period to manufacture and assemble mining machines, there is no assurance that we can acquire enough mining machines for our planned cryptocurrency mining. We may rely on third parties to supply mining machines to us, and shortages of mining machines or any delay in delivery of our orders could seriously interrupt our operations. The scale of our cryptocurrency mining capacity depends on obtaining adequate mining machines on a timely basis and at competitive prices. Shortages of mining machines could result in reduced mining capacity, as well as an increase in operation costs, which could materially delay the completion of our mining capacity and commencement of our mining. As a result, our business, results of operations and reputation could be materially and adversely affected.
We may not be able to develop our cryptocurrency mining capacity, blockchain-based security and insurance technologies in the safeguard of digital assets because we may fail to anticipate or adapt to technology innovations in a timely manner, or at all.
The cryptocurrencies mining, security and insurance markets are experiencing rapid technological changes. Failure to anticipate technology innovations or adapt to such innovations in a timely manner, or at all, may result in our research becoming obsolete at sudden and unpredictable intervals and, accordingly, we may not successfully develop our mining capacity and cryptocurrency security products at all. To establish our cryptocurrency mining capacity, cryptocurrency protection and insurance products, we will invest heavily in technology research and development. The process of research and developing new technologies in cryptocurrency is inherently complex and involves significant uncertainties. There are a number of risks, including the following:
| ● | our research and development efforts may fail in resulting in the development or commercialization of new technologies or ideas in blockchain or cryptocurrency; |
| ● | our research and development efforts may fail to translate new product plans into commercially feasible products; |
| ● | our new technologies or new products may not be well received by the markets; |
| ● | we may not have adequate funding and resources necessary for continual investments in research and development; |
| ● | even assuming our technologies and products become marketable or profitable, they may become obsolete due to rapid advancements in technology and changes in the mainstream markets; and |
| ● | our newly developed technologies may not be protected as proprietary intellectual property rights. |
Our research and development efforts may not yield the expected results, or may prove to be futile due to the lack of market demand. Further, any failure to anticipate the next-generation technology roadmap or changes in the mainstream markets or to timely develop new or enhanced technologies in response could result in loss of our business.
Adverse changes in the regulatory environment in the PRC market could have a material adverse impact on our planned cryptocurrency related business.
The Company moved all its production to USA. Our cryptocurrency related products business could therefore be significantly affected by, among other things, the regulatory developments in USA. Governmental authorities are likely to continue to issue new laws, rules and regulations governing the cryptocurrency industry.
With advances in technology, cryptocurrencies are likely to undergo significant changes in the future. It remains uncertain whether cryptocurrencies will be able to cope with, or benefit from, those changes. In addition, as cryptocurrency mining employs sophisticated and high computing power devices that need to consume large amounts of electricity to operate, future developments in the regulation of energy consumption, including possible restrictions on energy usage in the jurisdictions where we intend to deploy our mining capacities, may also affect the development of our business plan. There has been negative public reaction to surrounding the environmental impact of Bitcoin mining, particularly the large consumption of electricity, and governments of various jurisdictions have responded.
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Further, relevant restrictions from existing and future regulations on mining, holding, using, or transferring of cryptocurrencies may adversely affect our future business operations and results of operations. For example, although mining activities have not been explicitly prohibited by the PRC government, any further order of the PRC government to limit cryptocurrency mining may result in a crackdown on the cryptocurrency market and adversely affect our cryptocurrency-related business plans. If any jurisdictions impose limitations on the mining, use, holding or transferring of cryptocurrencies or any cryptocurrency-related activity, our business prospects, operations and financial results may be negatively impacted.
In addition, if cryptocurrencies or the mining of cryptocurrencies are regarded as securities by various governmental authorities, our planned cryptocurrency mining is likely to be deemed as issuance of cryptocurrencies to investors for financing purpose and thus prohibited under the PRC laws. Any such regulations, if implemented, will cause us to incur additional compliance costs and have a material adverse effect on our future business operations.
Because cryptocurrencies may be determined to be investment securities, we may inadvertently violate the Investment Company Act and incur large losses as a result and potentially be required to register as an investment company or terminate operations and we may incur third party liabilities.
In recent years, the SEC has ruled that the two most valuable cryptocurrencies — Bitcoin and Ethereum — are not securities. We therefore believe that we are not engaged in the business of investing, reinvesting, or trading in securities, and we do not hold ourselves out as being engaged in those activities. However, under the Investment Company Act a company may be deemed an investment company under section 3(a)(1)(C) thereof if the value of its investment securities is more than 40% of its total assets (exclusive of government securities and cash items) on an unconsolidated basis.
As a result of our investments and our mining activities, including investments in which we do not have a controlling interest, the investment securities we hold could exceed 40% of our total assets, exclusive of cash items and, accordingly, we could determine that we have become an inadvertent investment company. The bitcoins we own, acquire or mine may be deemed an investment security by the SEC, although we do not believe any of the cryptocurrencies we own, acquire or mine are securities. An inadvertent investment company can avoid being classified as an investment company if it can rely on one of the exclusions under the Investment Company Act. One such exclusion, Rule 3a-2 under the Investment Company Act, allows an inadvertent investment company a grace period of one year from the earlier of (a) the date on which an issuer owns securities and/or cash having a value exceeding 50% of the issuer’s total assets on either a consolidated or unconsolidated basis and (b) the date on which an issuer owns or proposes to acquire investment securities having a value exceeding 40% of the value of such issuer’s total assets (exclusive of government securities and cash items) on an unconsolidated basis. We may take actions to cause the investment securities held by us to be less than 40% of our total assets, which may include acquiring assets with our cash and bitcoin on hand or liquidating our investment securities or bitcoin or seeking a no-action letter from the SEC if we are unable to acquire sufficient assets or liquidate sufficient investment securities in a timely manner.
As the Rule 3a-2 exception is available to a company no more than once every three years, and assuming no other exclusion were available to us, we would have to keep within the 40% limit for at least three years after we cease being an inadvertent investment company. This may limit our ability to make certain investments or enter into joint ventures that could otherwise have a positive impact on our earnings. In any event, we do not intend to become an investment company engaged in the business of investing and trading securities.
Classification as an investment company under the Investment Company Act requires registration with the SEC. If an investment company fails to register, it would have to stop doing almost all business, and its contracts would become voidable. Registration is time consuming and restrictive and would require a restructuring of our operations, and we would be very constrained in the kind of business we could do as a registered investment company. Further, we would become subject to substantial regulation concerning management, operations, transactions with affiliated persons and portfolio composition, and would need to file reports under the Investment Company Act regime. The cost of such compliance would result in the Company incurring substantial additional expenses, and the failure to register if required would have a materially adverse impact to conduct our operations.
Banks and financial institutions may not provide banking services, or may cut off services, to businesses that engage in bitcoin-related activities or that accept cryptocurrencies as payment, including financial institutions of investors in our securities.
A number of companies that engage in bitcoin and/or other bitcoin-related activities have been unable to find banks or financial institutions that are willing to provide them with bank accounts and other services. Similarly, a number of companies and individuals or businesses associated with cryptocurrencies may have had and may continue to have their existing bank accounts closed or services discontinued with financial institutions in response to government action, particularly in China, where regulatory response to cryptocurrencies has been to exclude their use for ordinary consumer transactions within China. We also may be unable to obtain or maintain these services for our business. The difficulty that many businesses that provide bitcoin and/or derivatives on other bitcoin-related activities have and may continue to have in finding banks and financial institutions willing to provide them services may be decreasing the usefulness of cryptocurrencies as a payment system and harming public perception of cryptocurrencies, and could decrease their usefulness and harm their public perception in the future.
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The usefulness of cryptocurrencies as a payment system and the public perception of cryptocurrencies could be damaged if banks or financial institutions were to close the accounts of businesses engaging in bitcoin and/or other bitcoin-related activities. This could occur as a result of compliance risk, cost, government regulation or public pressure. The risk applies to securities firms, clearance and settlement firms, national stock and derivatives on commodities exchanges, the over-the-counter market, and the Depository Trust Company, which, if any of such entities adopts or implements similar policies, rules or regulations, could negatively affect our relationships with financial institutions and impede our ability to convert cryptocurrencies to fiat currencies. Such factors could have a material adverse effect on our ability to continue as a going concern or to pursue our new strategy at all, which could have a material adverse effect on our business, prospects or operations and harm investors.
Risks Related to Our Data Mining and Analysis Business
Development of data warehouses is capital intensive. We may not be able to generate sufficient capital or obtain additional capital to meet our future capital needs, on favorable terms or at all, which may lead to significant disruption to our business expansion and adversely affect our financial position.
Expanding and developing data warehouses and data mining capabilities are capital intensive. We are required to fund the costs of expanding and developing our data warehouses and data mining capacity with cash deriving from operations. There can be no assurance that our future revenues would be sufficient to offset increases in these costs, or that our business operations will generate capital sufficient to meet our anticipated capital requirements. If increase in our future revenues would not be sufficient to offset the increased costs, or we cannot generate sufficient capital to meet our anticipated capital requirements, our financial condition, business expansion and future prospects could be materially and adversely affected.
To fund our future growth, we may need to raise additional funds through equity or debt financing in the future in order to meet our operating and capital needs, which may not be available on favorable terms, or at all. If we raise additional funds through issuances of equity or equity-linked securities, our existing shareholders could suffer significant dilution in their ownership percentage of our company, and any new equity securities we issue could have rights, preferences, and privileges senior to those of holders of our ordinary shares. In addition, any debt financing that we may obtain in the future could have restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. Our inability to obtain additional debt and/or equity financing or to generate sufficient cash from operations may require us to prioritize projects or curtail capital expenditures and could adversely affect our results of operations.
The market in which we participate is competitive. Failure to compete effectively may result in loss of our market share and a decrease in our revenues and profitability.
We compete with other wide range of data mining providers in the markets we participate. Some of our current and future competitors may have advantages over us, including greater name recognition, longer operating histories, pre-existing relationships with current or potential clients, significantly greater financial, marketing, and other resources and more ready access to capital, all of which allow them to offer competitive prices and respond more quickly to new or changing opportunities. Many of these competitors’ own capabilities similar to ours in the same markets in which our business targets, or in markets where the cost to operate a data warehouse and data mining capacity is less than the costs to our operation. Many of our competitors and new entrants to the data mining market are developing additional data warehouses space and data mining capacity in the markets that we serve.
We face pricing pressure for our services. Prices for our services are affected by a variety of factors, including supply and demand conditions and pricing pressures from our competitors. A buildup of new data warehouse and data mining capacity or reduced demand for data warehouse services and data mining capacity could result in an oversupply of data warehouse space and data mining capacity in the markets where we operate. Excess data warehouse or data mining capacity could cause downward pricing pressure and limit the number of economically attractive markets that are available to us for expansion, which could negatively impact our business and results of operations. In addition, our competitors may offer services that are more competitively priced compared to ours. We may be required to lower our prices to remain competitive, which may decrease our margins and adversely affect our business prospects, financial condition, and results of operations.
We will also face increased competition as we expand our operations, and our competitors in new markets we expand into may have more experience than us in operating in those markets. If we fail to compete effectively, our business, financial performance and prospects will be materially and adversely affected.
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Our revenues are highly dependent on a limited number of major clients, and the loss of any such client or any other significant client, or the inability of any such client or any other significant client to make payments to us as due, could have a material adverse effect on our business, results of operations and financial condition.
For the year ended December 31, 2025, revenues from Qingdao West Travel Trading Co., Ltd（青岛西旅商贸有限公司） were $42.3 million, accounting for 29.6% of the commodity trading revenues; revenues from Qingdao Ronghe Energy Trading Co. Ltd(青岛融合能源有限公司) were $15.4 million, accounting for 10.8% of the commodity trading revenues; revenues from Qinghuangdao Wushang Engergy Trading Co, Ltd (秦皇岛武尚能源有限公司) were $13.2 million, accounting for 9.2% of the commodity trading revenues.
There are a number of factors that could cause us to lose major clients. Because many of our contracts involve services that are mission-critical to our clients, any failure by us to meet a client’s expectations could result in cancellation or non-renewal of the contract. Our contracts usually allow our clients or agents to terminate their contracts with us before the end of the contract period under certain specified circumstances, including our failure to deliver services as required under such agreements. In addition, our clients may decide to reduce spending on our services in response to a challenging economic environment or other factors, both internal and external, relating to their business such as corporate restructuring or changing their outsourcing strategy by moving more facilities in-house or outsourcing to other service providers. Some of our clients may choose to develop or expand their own data warehouse facilities and data mining capacities in the future, which may result in a decline in our existing or potential clients.
In addition, our reliance on any individual significant client may give that client a degree of pricing leverage against us when negotiating contracts and terms of services with us. The loss of any of our major clients, or a significant decrease in the extent of the services that they outsource to us or the level of prices we offer, could materially and adversely affect our financial condition and results of operations.
Any of our clients could experience a downturn in their business, which in turn could result in their inability or failure to make timely payments to us pursuant to their contracts with us. In the event of any client default, our liquidity could be adversely impacted and we may experience delays in enforcing our rights and may incur substantial costs in protecting our investment. These risks would be particularly significant if one of our major clients were to experience adverse effects to its business and defaults under their contracts with us. The inability of any significant client to meet its payment obligations could impact us negatively and significantly.
If we do not succeed in attracting new clients or agents for our services and/or growing revenues from existing clients or agents, our business and results of operation may be adversely affected.
We have been expanding our client base to cover more insurance companies and different types of insurance category. We are highly reliant on our agents to dispatch data mining business of insurance company to us. Our ability to attract new clients, as well as our ability to grow revenues from our existing clients, depends on a number of factors, including our data warehouse capacity, our ability to offer high-quality services at competitive prices, the strength of our competitors and the capabilities of our client acquisition team to attract new clients. If we fail to attract new clients, we may not be able to grow our revenue as quickly as we anticipate or at all.
In addition, as our client base grows and diversifies into other types of insurance category, we may be unable to provide services that cater to their changing needs, which could result in client dissatisfaction, decreased overall demand for our services and loss of expected revenues. Moreover, our inability to meet client expectations may damage our reputation and could consequently limit our ability to retain existing clients and attract new clients, which would adversely affect our ability to generate revenues and negatively impact our results of operations.
Factors that adversely affect the industries in which our clients operate or information technology spending in these industries, particularly in the Internet and cloud service industries and insurance industries, may adversely affect our business.
Our clients are primarily technology companies in the Internet, cloud, software and other technology-based industries. The end-users of our data mining products are primarily large insurance companies in China. Our clients, some of whom have experienced rapid changes in their business, substantial price competition and pressures on their profitability, may request price reductions or decrease their demand for our data mining analysis, which could harm our financial performance. Furthermore, a decline in the technology industry or the demand for cloud-based services, or the desire of any of these companies, including our client and the end-user insurance companies, to outsource their data warehouse and data mining needs, could lead to a decrease in the demand for space in our data warehouses and data mining analysis business, which would have an adverse effect on our business and financial condition. We also are susceptible to adverse developments in the industries in which our clients operate, such as decreases in demand for their products or services, business layoffs or downsizing, industry slowdowns, relocations of businesses, costs of complying with government regulations or increased regulation and other factors. We also may be materially adversely affected by any downturns in the market for data warehouses and data mining due to, among other things, oversupply of or reduced demand for space or a slowdown in the technology industry. Also, a lack of demand for data warehouse space and data mining by enterprise clients could have a material adverse effect on our business, results of operations and financial condition. If any of these events happen, we may lose clients or have difficulties in selling our services, which would materially and adversely affect our business and results of operations.
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If we do not succeed in maintaining business relationship with our data suppliers, our business and results of operation may be adversely affected.
We have been purchasing a significant portion of our raw data from a small number of data suppliers and termination of business relationship with them could materially and adversely affect our business. We are highly relying on our data suppliers to provide us large amounts of data that we need. Our business to conduct data mining analysis, as well as our ability to sell our insurance marketing information to our agents, depends on a number of factors, including a consistent and reliable data supply by our data suppliers. If we fail to maintain our business relationship with our data suppliers, or the costs of gaining data from our data suppliers increase, we may not be able to grow our revenue as quickly as we anticipate or at all.
If we are unable to adapt to new technologies or industry standards in a timely and cost-effective manner, our business, financial performance and prospects could be materially and adversely affected.
The markets for the data warehouses and data mining facilities we own and operate, as well as certain of the insurance industry in which our end-use clients operate, are characterized by rapidly changing technologies, evolving industry standards, and frequent new service introductions. As a result, the infrastructure at our data warehouses and data mining facilities may become obsolete or unmarketable due to demand for new processes and technologies, including new technology that permits higher levels of critical load and heat removal than our data warehouses are currently designed to provide. In addition, the systems that connect our data warehouses and data mining facilities to the Internet and other external networks may become outdated, including with respect to latency, reliability and diversity of connectivity. When clients demand new processes or technologies, we may not be able to upgrade our data warehouse facilities and data mining capacities on a cost-effective basis, or at all, due to, among other things, increased expenses to us that cannot be passed on to clients or insufficient revenues to fund the necessary capital expenditures. The obsolescence of our power and cooling systems and/or our inability to upgrade our data mining capacities, including associated connectivity, could reduce revenues at our data mining and analysis and could have a material adverse effect on us. To be successful, we must adapt to our rapidly changing market by continually improving the performance, features and reliability of our services and modifying our business strategies accordingly, which could cause us to incur substantial costs. We may not be able to adapt to changing technologies in a timely and cost-effective manner, if at all, which would adversely impact our ability to sustain and grow our business. If we are unable to purchase the hardware or obtain a license for the software that our services depend on, our business could be significantly and adversely affected.
Furthermore, potential future regulations that apply to industries we serve may require us, our data suppliers, or our clients to seek specific requirements from their data operations that we are unable to provide. If such regulations were adopted, we could lose clients or be unable to attract new clients in certain industries, which could have a material adverse effect on us.
In addition, new technologies or industry standards have the potential to replace or provide lower cost alternatives to our services. We focus primarily on providing data mining services and solutions through data warehouses. We cannot guarantee that we will be able to identify the emergence of all the new service alternatives successfully, modify our services accordingly, or develop and bring new services to market in a timely and cost-effective manner to address these changes. If and when we do identify the emergence of new service alternatives and introduce new services to market, those new services may need to be made available at lower profit margins than our then-current services. Failure to provide services to compete with new technologies or the obsolescence of our services could lead us to lose current and potential clients or could cause us to incur substantial costs, which would harm our operating results and financial condition. Our introduction of new alternative services that have lower price points than our current offerings may also result in our existing clients switching to the lower cost products, which could reduce our revenues and have a material adverse effect on our results of operation.
Any significant or prolonged failure in the data warehouse facilities and data mining facilities we operate or services we provide, including events beyond our control, would lead to significant costs and disruptions and would reduce the attractiveness of our facilities, harm our business reputation and have a material adverse effect on our results of operation.
The data warehouse facilities and data mining facilities we operate are subject to failure. Any significant or prolonged failure in any data warehouse and data mining facilities we operate or services that we provide, including a breakdown in critical plant, equipment or services, such as the generators, backup batteries, routers, switches, or other equipment, power supplies, or network connectivity, whether or not within our control, could result in service interruptions and data losses for our clients as well as equipment damage, which could significantly disrupt the normal business operations of our clients and harm our reputation and reduce our revenues. Any failure or downtime in one of the data warehouse and data mining facilities that we operate could affect many of our clients. The total destruction or severe impairment of any of the data warehouse and data mining facilities we operate could result in significant downtime of our services and catastrophic loss of client data. Since our ability to attract and retain clients depends on our ability to provide highly reliable service, even minor interruptions in our service could harm our reputation and cause us to incur financial penalties. The services we provide are subject to failures resulting from numerous factors, including, but not limited to, human error or accident, natural disasters and security breaches, whether accidental or willful.
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We may in the future experience interruptions in service, power outages and other technical failures or be otherwise unable to satisfy the requirements of the agreements we have with clients for reasons outside of our control. As our services are critical to many of our clients’ business operations, any significant or prolonged disruption in our services could result in lost profits or other indirect or consequential damages to our clients and subject us to lawsuits brought by the clients for potentially substantial damages. Furthermore, these interruptions in service, regardless of whether they result in breaches of the agreements we have with clients, may negatively affect our relationships with clients and lead to clients terminating their agreements with us or seeking damages from us or other compensatory actions. We have taken and continue to take steps to improve our infrastructure to prevent service interruptions and satisfy the requirements of the agreements we have with clients, including upgrading our electrical and mechanical infrastructure and sourcing, designing the best facilities possible and implementing rigorous operational procedures to maintenance programs to manage risk. Service interruptions continue to be a significant risk for us and could affect our reputation, damage our relationships with clients and materially and adversely affect our business. Any breaches of the agreements we have with clients will damage our relationships with clients and materially and adversely affect our business.
Security breaches or alleged security breaches of our data warehouses could disrupt our operations and have a material adverse effect on our business, financial condition and results of operation.
A security breach of our data warehouse facilities could result in the misappropriation of our or our clients’ information, and may cause interruptions or malfunctions in our operations or the operations of our clients. As we and our data warehouse service provider commit to implementing effective security measures to safeguard our data warehouses, such a compromise could be particularly harmful to our brand and reputation. We may be required to expend significant capital and resources to protect against such threats or to alleviate problems caused by breaches in security. Security risks and deficiencies may also be identified in the course of government inspections, which could subject us to fines and other sanctions. As techniques used to breach security change frequently and are often not recognized until launched against a target, we may not be able to implement new security measures in a timely manner or, if and when implemented, we may not be certain whether these measures could be circumvented. Any breaches that may occur could expose us to increased risk of lawsuits, regulatory penalties, loss of existing or potential clients, harm to our reputation and increases in our security costs, which could have a material adverse effect on our financial condition and results of operations.
In addition, any assertions of alleged security breaches or systems failure made against us, whether true or not, could harm our reputation, cause us to incur substantial legal fees and have a material adverse effect on our business, reputation, financial condition, and results of operations.
Our subscription agreements for data warehouses could be terminated early and we may not be able to renew our existing leases on commercially acceptable terms or our rent or payment under the agreements could increase substantially in the future, which could materially and adversely affect our operations.
We entered into certain data warehouse subscription agreements with Tencent Cloud Computing (Beijing) Co., Ltd. for our data warehouses. Upon the expiration of such subscription agreements, we may not be able to renew these subscription agreements on commercially reasonable terms, if at all. Under certain subscription agreements, the data warehouse service provider may terminate the agreement by giving prior notice and paying default penalties to us. However, such default penalties may not be sufficient to cover our losses. Even though the data warehouse service provider for our data warehouses generally do not have the right of unilateral early termination unless they provide the required notice, the subscription agreements may nonetheless be terminated early if we are in material breach of the subscription agreements. We may assert claims for compensation against the data warehouse service provider if they elect to terminate a subscription agreement early and without due cause. Although there are no substantial barriers to renew subscription agreements we want to renew, and we do not believe that any of our subscription agreements will be terminated early in the future, there can be no assurance that the data warehouse service provider will not terminate any of our subscription agreements prior to its expiration date. If the data warehouse subscription agreements were terminated early prior to their expiration date, notwithstanding any compensation we may receive for early termination of such leases, or if we are not able to renew such subscription agreements, or if we are unable to find suitable alternative data warehouses in a timely manner, we may have to incur significant costs related to relocation of our data. Any relocation could also affect our ability to provide continuous uninterrupted services to our customers and harm our reputation. Furthermore, rent or payment under such leases in the future may increase substantially in the future. Any of the foregoing could have an adverse impact on our business and results of operations.
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We may face claims of privacy infringement and other related claims, which could be time-consuming and costly to defend and may result in an adverse impact over our operations.
We cannot assure you that our operations or any aspects of our business do not or will not infringe upon or violate privacy rights owned or held by third parties. We may also be subject to legal or administrative proceedings and claims relating to privacy rights of third parties in the future. If we become liable to third parties for infringing upon their privacy rights, we could be required to pay a substantial damage award. We may also be subject to injunctions that prohibit us from using such data and require us to alter our processes or methodologies, which may not be technically or commercially feasible and may cause us to expend significant resources. Any claims or litigation in these issues, whether we ultimately win or lose, could be time-consuming and costly, could cause the diversion of management’s attention and resources away from the operations of our business and could damage our reputation.
Although we purchase data from our data suppliers, we cannot assure you that our use of such data will not be subject to infringement litigation or proceeding. A third party who claims the ownership over data we purchase from our data suppliers may impede our ability to use the data. As of the date of this report, we had not encountered any legal claims brought by third parties relating to infringement or violation of any privacy rights which may have a material adverse effect on us. However, there can be no assurance that third parties holding ownership over the data and privacy would not take actions against us alleging infringement of such rights or otherwise assert their rights.
We face risks related to natural disasters, health epidemics and other catastrophes, which could significantly disrupt our business, operations, liquidity, and financial condition.
Our business could be materially and adversely affected by natural disasters or other catastrophes, such as earthquakes, fire, floods, hail, windstorms, severe weather conditions, environmental accidents, power loss, communications failures, explosions, terrorist attacks and similar events. Our business could also be materially and adversely affected by public health emergencies, such as the outbreak of avian influenza, severe acute respiratory syndrome, or SARS, Zika virus, Ebola virus, COVID-19 or other local health epidemics in China and worldwide. If any of our employees is suspected of having contracted any contagious disease, we may under certain circumstances be required to quarantine such employees and the affected areas of our premises. As a result, we may have to temporarily suspend part of or all our operations. Furthermore, authorities may impose restrictions on travel and transportation and implement other preventative measures in affected regions to contain a disease outbreak, which may lead to the temporary closure of our facilities and declining economic activity at large. A prolonged outbreak of any of illness or other adverse public health developments in China or elsewhere in the world could have a material adverse effect on our business operations.
Our success depends substantially on the continued retention of certain key personnel and our ability to hire and retain qualified personnel in the future to support our growth and execute our business strategy.
Our success is, to a certain extent, attributable to the management, and research and development expertise and sales and marketing of key personnel. While we depend on the abilities and participation of our current management team generally, we are dependent on the services of Mr. Yandai Wang, Chief Executive Officer and Mr. Li Sing Leung, Chief Financial Officer, for the continued growth and operation of our Company. Their services are critical to our overall management, as well as the continued development of our strategic direction, due to their experience, personal and business contacts in cryptocurrency mining, security and insurance technologies.
If one or more of our senior executives or other key personnel are unable or unwilling to continue in their present positions, our business may be disrupted and our financial condition and results of operations may be materially and adversely affected. The loss of the services of Mr. Wang and Mr. Li for any reason could significantly adversely impact our business and results of operations. Competition for senior management and senior technology personnel in the PRC is intense and the pool of qualified candidates is very limited. We cannot assure you that the services of our senior executives and other key personnel will continue to be available to us, or that we will be able to find a suitable replacement for them if they were to leave.
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Risks Related to Doing Business in China
The approval of the CSRC, may be required in connection with the listing and trading of our securities under PRC rules, regulations, or policies, and, if required, we cannot predict whether or how soon we will be able to obtain such approval. As a result, both you and us face uncertainty about future actions by the PRC government that could significantly affect our business, our listing on NYSE, financial condition and results of operations.
On August 8, 2006, six PRC regulatory agencies, including the MOFCOM, the State-Owned Assets Supervision and Administration Commission, or the SASAC, the SAT, the State Administration for Industry and Commerce, or the SAIC, the CSRC, and the State Administration of Foreign Exchange, or the SAFE, jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, which came into effect on September 8, 2006 and were amended on June 22, 2009. The M&A Rules include, among other things, provisions that purport to require that an offshore special purpose vehicle that is controlled by PRC domestic companies or individuals and that has been formed for the purpose of an overseas listing of securities through acquisitions of PRC domestic companies or assets to obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. On September 21, 2006, the CSRC published on its official website procedures regarding its approval of overseas listings by special purpose vehicles. However, substantial uncertainty remains regarding the scope and applicability of the M&A Rules to offshore special purpose vehicles.
While the application of the M&A Rules remains unclear, we believe, based on the advice of our PRC legal counsel, Hebei Changjun Law Firm, that the CSRC approval is not required for the listing and trading our Class A Ordinary Shares on NYSE because each of Qingdao SOS Investment Management Co., Ltd, Qingdao Zhonghai Venture Capital Management Co., Ltd and Qingdao Yongbao Ronghe International Trading Co., Ltd., or our WFOEs, was incorporated as a foreign-invested enterprise by means of foreign direct investments rather than by merger with or acquisition of any PRC domestic companies as defined under the M&A Rules. There can be no assurance that the relevant PRC government agencies, including the CSRC, would reach the same conclusion as our PRC legal counsel. If the CSRC or other PRC regulatory body subsequently determines that we need to obtain the CSRC’s approval for our offering or if the CSRC or any other PRC government authorities promulgates any interpretation or implements rules that would require us to obtain CSRC or other governmental approvals for the listing and trading of our Class A Ordinary Shares on NYSE, we may face adverse actions or sanctions by the CSRC or other PRC regulatory agencies. In any such event, these regulatory agencies may impose fines and penalties on our operations in China, limit our operating privileges in China, delay or restrict the repatriation of the proceeds from our overseas offerings into the PRC, restrictions on or prohibition of the payments or remittance of dividends by our subsidiaries in China, or other actions that could have a material and adverse effect on our business, reputation, financial condition, results of operations, prospects, as well as the trading price of the Class A Ordinary Shares. In addition, if the CSRC or other regulatory agencies later promulgate new rules or explanations requiring us to obtain their approvals for the listing and trading of our Class A Ordinary Shares, we may be unable to obtain waivers of such approval requirements. Any uncertainties or negative publicity regarding such approval requirements could materially and adversely affect the trading price of our Class A Ordinary Shares.
As of the date of this annual report, as advised by our PRC counsel, Hebei Changjun Law Firm, we and our subsidiaries, (1) currently are not required to obtain permissions from any PRC authorities to list or trade our Class A Ordinary Shares in foreign stock exchanges, (2) are not subject to permission requirements from the CSRC, CAC or any other entity that is required to approve of our PRC subsidiaries’ operations, and (3) have not received or were denied such permissions by any PRC authorities. Nevertheless, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the “Opinions on Severely Cracking Down on Illegal Securities Activities According to Law,” or the Opinions, which were made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision over overseas listings by Chinese companies. Given the current PRC regulatory environment, it is uncertain when and whether we or our PRC subsidiaries, will be required to obtain permission from the PRC government to list on U.S. exchanges in the future, and even when such permission is obtained, whether it will be denied or rescinded. We have been closely monitoring regulatory developments in China regarding any necessary approvals from the CSRC or other PRC governmental authorities required for overseas listings. As of the date of this annual report, we have not received any inquiry, notice, warning, sanctions or regulatory objection to this offering from the CSRC or other PRC governmental authorities. However, there remains significant uncertainty as to the enactment, interpretation and implementation of regulatory requirements related to overseas securities offerings and other capital markets activities.
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On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”), which will take effect on March 31, 2023. The Trial Measures clarified and emphasized several aspects, which include but are not limited to: (1) comprehensive determination of the “indirect overseas offering and listing by PRC domestic companies” in compliance with the principle of “substance over form” and particularly, an issuer will be required to go through the filing procedures under the Trial Measures if the following criteria are met at the same time: a) 50% or more of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent accounting year is accounted for by PRC domestic companies, and b) the main parts of the issuer’s business activities are conducted in mainland China, or its main places of business are located in mainland China, or the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled in mainland China; (2) exemptions from immediate filing requirements for issuers that a) have already been listed or registered but not yet listed in foreign securities markets, including U.S. markets, prior to the effective date of the Trial Measures, and b) are not required to re-perform the regulatory procedures with the relevant overseas regulatory authority or the overseas stock exchange, c) whose such overseas securities offering or listing shall be completed before September 30, 2023, provided however that such issuers shall carry out filing procedures as required if they conduct refinancing or are involved in other circumstances that require filing with the CSRC; (3) a negative list of types of issuers banned from listing or offering overseas, such as (a) issuers whose listing or offering overseas have been recognized by the State Council of the PRC as possible threats to national security, (b) issuers whose affiliates have been recently convicted of bribery and corruption, (c) issuers under ongoing criminal investigations, and (d) issuers under major disputes regarding equity ownership; (4) issuers’ compliance with web security, data security, and other national security laws and regulations; (5) issuers’ filing and reporting obligations, such as obligation to file with the CSRC after it submits an application for initial public offering to overseas regulators, and obligation after offering or listing overseas to report to the CSRC material events including change of control or voluntary or forced delisting of the issuer; and (6) the CSRC’s authority to fine both issuers and their shareholders between 1 and 10 million RMB for failure to comply with the Trial Measures, including failure to comply with filing obligations or committing fraud and misrepresentation.
In light of recent events indicating greater oversight by the CAC, over data security, we are subject to a variety of laws and other obligations regarding cybersecurity and data protection, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business, our listing on NYSE, financial condition and results of operations.
We are subject to PRC laws relating to the collection, use, sharing, retention, security, and transfer of confidential and private information, such as personal information and other data. Our compliance obligations include those relating to the Data Protection Act (As revised) of the Cayman Islands and the relevant PRC laws in this regard. These PRC laws apply not only to third-party transactions, but also to transfers of information between us and our subsidiaries, and among us, our subsidiaries, and other parties with which we have commercial relations. These laws continue to develop, and the PRC government may adopt other rules and restrictions in the future. Non-compliance could result in penalties or other significant legal liabilities.
Pursuant to the PRC Cybersecurity Law, which was promulgated by the Standing Committee of the National People’s Congress on November 7, 2016 and took effect on June 1, 2017, personal information and important data collected and generated by a critical information infrastructure operator in the course of its operations in China must be stored in China, and if a critical information infrastructure operator purchases internet products and services that affects or may affect national security, it should be subject to cybersecurity review by the CAC. Due to the lack of further interpretations, the exact scope of “critical information infrastructure operator” remains unclear. On December 28, 2021, the CAC and other relevant PRC governmental authorities jointly promulgated the Cybersecurity Review Measures (the “new Cybersecurity Review Measures”) to replace the original Cybersecurity Review Measures. The new Cybersecurity Review Measures took effect on February 15, 2022. Pursuant to the new Cybersecurity Review Measures, if critical information infrastructure operators purchase network products and services, or network platform operators conduct data processing activities that affect or may affect national security, they will be subject to cybersecurity review. A network platform operator holding more than one million users/users’ individual information also shall be subject to cybersecurity review before listing abroad. The cybersecurity review will evaluate, among others, the risk of critical information infrastructure, core data, important data, or a large amount of personal information being influenced, controlled or maliciously used by foreign governments and network information security risk in connection with the overseas listing. As of the date of this annual report, we have not received any inquiry, notice, warning, or sanctions regarding our corporate structure from the CSRC, CAC or any other PRC governmental agency. As advised by our PRC counsel, Hebei Changjun Law Firm, we are unlikely to be subject to cybersecurity review, because: (i) we have not received any notice from governmental agency to treat us as an operator of critical information infrastructure, and (ii) we have not received any notice from governmental agency to treat us as an online platform operator who possesses personal information of more than one million users. In addition, we currently do not have over one million users’ personal information and do not anticipate to collect over one million users’ personal information in the foreseeable future. If we ever became subject to the cybersecurity review of CAC in the future as the applicable rules, regulations, policies or the interpretation thereof change, during such review, we may be required to suspend our operation or experience other disruptions to our operations. Cybersecurity review could also result in negative publicity with respect to our company and diversion of our managerial and financial resources.
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Furthermore, if we were found to be in violation of applicable laws and regulations in China during such review, we could be subject to administrative penalties, such as warnings, fines, or service suspension. Therefore, cybersecurity review could materially and adversely affect our business, financial condition, and results of operations.
In addition, the PRC Data Security Law, which was promulgated by the Standing Committee of the National People’s Congress on June 10, 2021 and took effect on September 1, 2021, requires data collection to be conducted in a legitimate and proper manner, and stipulates that, for the purpose of data protection, data processing activities must be conducted based on data classification and hierarchical protection system for data security. As the Data Security Law was recently promulgated, we may be required to make further adjustments to our business practices to comply with this law. If our data processing activities were found to be not in compliance with this law, we could be ordered to make corrections, and under certain serious circumstances, such as severe data divulgence, we could be subject to penalties, including the revocation of our business licenses or other permits. Furthermore, the recently issued Opinions on Strictly Cracking Down Illegal Securities Activities in Accordance with the Law require (i) speeding up the revision of the provisions on strengthening the confidentiality and archives management relating to overseas issuance and listing of securities and (ii) improving the laws and regulations relating to data security, cross-border data flow, and management of confidential information. As there remain uncertainties regarding the further interpretation and implementation of those laws and regulations, we cannot assure you that we will be compliant such new regulations in all respects, and we may be ordered to rectify and terminate any actions that are deemed illegal by the regulatory authorities and become subject to fines and other sanctions. As a result, we may be required to suspend our relevant businesses, or face other penalties, which may materially and adversely affect our business, financial condition, and results of operations.
On August 20, 2021, the Standing Committee of the National People’s Congress of China promulgated the Personal Information Protection Law of the PRC, or the PIPL, which took effect in November 2021. As the first systematic and comprehensive law specifically for the protection of personal information in the PRC, the PIPL provides, among others, that (i) an individual’s consent shall be obtained to use sensitive personal information, such as biometric characteristics and individual location tracking, (ii) personal information operators using sensitive personal information shall notify individuals of the necessity of such use and impact on the individual’s rights, and (iii) where personal information operators reject an individual’s request to exercise his or her rights, the individual may file a lawsuit with a People’s Court. As uncertainties remain regarding the interpretation and implementation of the PIPL, we cannot assure you that we will comply with the PIPL in all respects, we may become subject to fines and/or other penalties which may have material adverse effect on our business, operations and financial condition.
While we take measures to comply with all applicable data privacy and protection laws and regulations, we cannot guarantee the effectiveness of the measures undertaken by us and our business partners. However, compliance with any additional laws could be expensive, and may place restrictions on our business operations and the manner in which we interact with our users. In addition, any failure to comply with applicable cybersecurity, privacy, and data protection laws and regulations could result in proceedings against us by government authorities or others, including notification for rectification, confiscation of illegal earnings, fines, or other penalties and legal liabilities against us, which could materially and adversely affect our business, financial condition, and results of operations, and the value of our ordinary shares. In addition, any negative publicity on our website or platform’s safety or privacy protection mechanism and policy could harm our public image and reputation and materially and adversely affect our business, financial condition, and results of operations.
PRC laws and regulations governing our current business operations are sometimes vague and uncertain and any changes in such laws and regulations may impair our ability to operate profitable.
There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations including, but not limited to, the laws and regulations governing our business and the enforcement and performance of our arrangements with customers in certain circumstances. The laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement may involve substantial uncertainty. The effectiveness and interpretation of newly enacted laws or regulations, including amendments to existing laws and regulations, may be delayed, and our business may be affected if we rely on laws and regulations which are subsequently adopted or interpreted in a manner different from our understanding of these laws and regulations. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively. We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our business.
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On July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capital market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws. Since this document is relatively new, uncertainties still exist in relation to how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on companies like us.
Regulations relating to offshore investment activities by PRC residents may limit our ability to acquire PRC companies and could adversely affect our business.
In July 2014, State Administration of Foreign Exchange, or SAFE, promulgated the Circular on Issues Concerning Foreign Exchange Administration Over the Overseas Investment and Financing and Roundtrip Investment by Domestic Residents Via Special Purpose Vehicles, or Circular 37, which replaced Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Corporate Financing and Roundtrip Investment through Offshore Special Purpose Vehicles, or Circular 75. Circular 37 requires PRC residents to register with local branches of SAFE in connection with their direct establishment or indirect control of an offshore entity, referred to in Circular 37 as a “special purpose vehicle” for the purpose of holding domestic or offshore assets or interests. Circular 37 further requires amendment to a PRC resident’s registration in the event of any significant changes with respect to the special purpose vehicle, such as an increase or decrease in the capital contributed by PRC individuals, share transfer or exchange, merger, division or other material event. Under these regulations, PRC residents’ failure to comply with specified registration procedures may result in restrictions being imposed on the foreign exchange activities of the relevant PRC entity, including the payment of dividends and other distributions to its offshore parent, as well as restrictions on capital inflows from the offshore entity to the PRC entity, including restrictions on its ability to contribute additional capital to its PRC subsidiaries. Further, failure to comply with the SAFE registration requirements could result in penalties under PRC law for evasion of foreign exchange regulations.
Although we believe that our agreements relating to our structure are in compliance with current PRC regulations, we cannot assure you that the PRC government would agree that these VIE Agreements comply with PRC licensing, registration or other regulatory requirements, with existing policies or with requirements or policies that may be adopted in the future.
Governmental control of currency conversion may limit our ability to utilize our net revenue effectively and our ability to transfer cash between our PRC subsidiaries and us, across borders, and to investors and affect the value of your investment.
We are subject to the PRC’s rules and regulations on currency conversion. In the PRC, the SAFE regulates the conversion of the Renminbi, the Chinese currency, into foreign currencies. The PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China.
Under PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval of SAFE by complying with certain procedural requirements. Under existing exchange restrictions, without prior approval of SAFE, cash generated from PRC subsidiaries in China may be used to pay dividends.
However, approval from or registration with appropriate government authorities is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may at its discretion restrict access to foreign currencies for current account transactions in the future. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not pay dividends in foreign currencies to our investors.
PRC regulatory authorities could impose further restrictions on the convertibility of the Renminbi. Any future restrictions on currency exchanges may limit our ability to use the proceeds of such offerings in a business combination with a PRC target company and the use our cash flow for the distribution of dividends to our shareholders or to fund operations we may have outside of the PRC.
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Although the audit report included in this annual report is prepared by an auditor who are currently inspected by the Public Company Accounting Oversight Board (the “PCAOB”), there is no guarantee that future audit reports will be prepared by auditors inspected by the PCAOB and, as such, in the future investors may be deprived of the benefits of such inspection. Furthermore, trading in our securities may be prohibited under the Holding Foreign Companies Accountable Act (the “HFCA Act”) if the SEC subsequently determines our audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely, and as a result, U.S. national securities exchanges, such as Nasdaq, may determine to delist our securities. Furthermore, on December 29, 2022, the Consolidated Appropriations Act, was signed into law by President Biden. The Consolidated Appropriations Act contained, among other things, an identical provision to AHFCAA, which reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two.
As an auditor of companies that are registered with the SEC and publicly traded in the United States and a firm registered with the PCAOB, our auditor is required under the laws of the United States to undergo regular inspections by the PCAOB to assess their compliance with the laws of the United States and professional standards.
Although we conduct part of our operations in mainland China, a jurisdiction where the PCAOB is currently unable to conduct inspections without the approval of the Chinese government authorities, our auditor, Assentsure PAC, the independent registered public accounting firm that issues the audit report included elsewhere in this annual report, is subject to the PCAOB’s inspections to assess our auditor’s compliance with the applicable professional standards. Inspections of other auditors conducted by the PCAOB outside mainland China have at times identified deficiencies in those auditors’ audit procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality. The lack of PCAOB inspections of audit work undertaken in mainland China prevents the PCAOB from regularly evaluating auditors’ audits and their quality control procedures. As a result, if there is any component of our auditor’s work papers become located in mainland China in the future, such work papers will not be subject to inspection by the PCAOB. As a result, investors would be deprived of such PCAOB inspections, which could result in limitations or restrictions to our access of the U.S. capital markets.
As part of a continued regulatory focus in the United States on access to audit and other information currently protected by national law, in particular mainland China’s, in June 2019, a bipartisan group of lawmakers introduced bills in both houses of the U.S. Congress which, if passed, would require the SEC to maintain a list of issuers for which PCAOB is not able to inspect or investigate the audit work performed by a foreign public accounting firm completely. The proposed Ensuring Quality Information and Transparency for Abroad-Based Listings on our Exchanges (“EQUITABLE”) Act prescribes increased disclosure requirements for these issuers and, beginning in 2025, the delisting from U.S. national securities exchanges such as NYSE of issuers included on the SEC’s list for three consecutive years. It is unclear if this proposed legislation will be enacted. Furthermore, there have been recent deliberations within the U.S. government regarding potentially limiting or restricting China-based companies from accessing U.S. capital markets. On May 20, 2020, the U.S. Senate passed the Holding Foreign Companies Accountable Act (the “HFCA Act”), which includes requirements for the SEC to identify issuers whose audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely because of a restriction imposed by a non-U.S. authority in the auditor’s local jurisdiction. The U.S. House of Representatives passed the HFCA Act on December 2, 2020, and the HFCA Act was signed into law on December 18, 2020. Additionally, in July 2020, the U.S. President’s Working Group on Financial Markets issued recommendations for actions that can be taken by the executive branch, the SEC, the PCAOB or other federal agencies and department with respect to Chinese companies listed on U.S. stock exchanges and their audit firms, in an effort to protect investors in the United States. In response, on November 23, 2020, the SEC issued guidance highlighting certain risks (and their implications to U.S. investors) associated with investments in China-based issuers and summarizing enhanced disclosures the SEC recommends China-based issuers make regarding such risks. On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCA Act. We will be required to comply with these rules if the SEC identifies us as having a “non-inspection” year (as defined in the interim final rules) under a process to be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCA Act, including the listing and trading prohibition requirements described above. Under the HFCA Act, our securities may be prohibited from trading on NYSE or other U.S. stock exchanges if our auditor is not inspected by the PCAOB for three consecutive years, and this ultimately could result in our Class A Ordinary Shares being delisted.
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Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (“AHFCAA”), which, if enacted, would amend the HFCA Act and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three and would reduce the time before our securities may be prohibited from trading or delisted. On September 22, 2021, the PCAOB adopted a final rule implementing the AHFCAA, which provides a framework for the PCAOB to use when determining, as contemplated under the AHFCAA, whether the Board is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. On November 5, 2021, the SEC approved the PCAOB’s Rule 6100, Board Determinations Under the HFCA Act. On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions. On December 16, 2021, the PCAOB issued a Determination Report which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (1) mainland China of the PRC, and (2) Hong Kong. In addition, the PCAOB’s report identified the specific registered public accounting firms which are subject to these determinations. On December 29, 2022, the Consolidated Appropriations Act, was signed into law by President Biden. The Consolidated Appropriations Act contained, among other things, an identical provision to AHFCAA, which reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two. Our auditor, Assentsure, is headquartered in Singapore, not mainland China or Hong Kong and was not identified in this report as a firm subject to the PCAOB’s determination. Therefore, our auditor is not currently subject to the determinations announced by the PCAOB on December 16, 2021, and it is currently subject to the PCAOB inspections.
While our auditor is based in Singapore and is registered with the PCAOB and will be inspected by the PCAOB on a regular basis, in the event it is later determined that the PCAOB is unable to inspect or investigate completely our auditor because of a position taken by an authority in a foreign jurisdiction, then such lack of inspection could cause trading in the our securities to be prohibited under the HFCA Act, and ultimately result in a determination by a securities exchange to delist our securities. In addition, the recent developments would add uncertainties to the listing and trading of our Class A Ordinary Shares and we cannot assure you whether NYSE or regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements. It remains unclear what the SEC’s implementation process related to the above rules will entail or what further actions the SEC, the PCAOB or NYSE will take to address these issues and what impact those actions will have on U.S. companies that have significant operations in the PRC and have securities listed on a U.S. stock exchange (including a national securities exchange or over-the-counter stock market). In addition, the above amendments and any additional actions, proceedings, or new rules resulting from these efforts to increase U.S. regulatory access to audit information could create some uncertainty for investors, the market price of our Class A Ordinary Shares could be adversely affected, and we could be delisted if we and our auditor are unable to meet the PCAOB inspection requirement or being required to engage a new audit firm, which would require significant expense and management time.
On August 26, 2022, the PCAOB signed a Statement of Protocol (the “SOP”) Agreements with the CSRC and China’s Ministry of Finance. The SOP Agreement, together with two protocol agreements (collectively, “SOP Agreements”), governs inspections and investigations of audit firms based in mainland China and Hong Kong, taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong. Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination. Delisting of our Class A Ordinary Shares would force holders of our Class A Ordinary Shares to sell their Class A Ordinary Shares. The market price of our Class A Ordinary Shares could be adversely affected as a result of anticipated negative impacts of these executive or legislative actions upon, as well as negative investor sentiment towards, companies with significant operations in China that are listed in the United States, regardless of whether these executive or legislative actions are implemented and regardless of our actual operating performance.
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The Hong Kong legal system embodies uncertainties which could limit the availability of legal protections.
As one of the conditions for the handover of the sovereignty of Hong Kong to China, China accepted conditions such as Hong Kong’s Basic Law. The Basic Law ensured Hong Kong will retain its own currency (Hong Kong Dollar), legal system, parliamentary system and people’s rights and freedom for fifty years from 1997. This agreement has given Hong Kong the freedom to function with a high degree of autonomy. The Special Administrative Region of Hong Kong is responsible for its own domestic affairs including, but not limited to, the judiciary and courts of last resort, immigration and customs, public finance, currencies and extradition. Hong Kong continues using the English common law system.
However, if the PRC attempts to alter its agreement to allow Hong Kong to function autonomously, this could potentially impact Hong Kong’s common law legal system and may in turn bring about uncertainty in, for example, the enforcement of our contractual rights. This could, in turn, materially and adversely affect our business and operations. Additionally, intellectual property rights and confidentiality protections in Hong Kong may not be as effective as in the United States or other countries. Accordingly, we cannot predict the effect of future developments in the Hong Kong legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws. These uncertainties could limit the legal protections available to us, including our ability to enforce our agreements with our customers.
Our Hong Kong subsidiaries are subject to Hong Kong laws and regulations regarding data security, which could subject them to government enforcement actions and investigations, fines, penalties, and suspension or disruption of their operations.
Our Hong Kong subsidiaries, including China SOS Limited, Future Technology Global Limited, Future Digital Investment Limited and Future Digital Trade Limited, operate in Hong Kong and are thus subject to laws and regulations in Hong Kong in respect of data privacy, data security, and data protection. The main legislation in Hong Kong concerning data security is the Personal Data (Privacy) Ordinance (Cap. 486 of the Laws of Hong Kong) (the “PDPO”), which regulates the collection, usage, storage, and transfer of personal data and imposes a statutory duty on data users to comply with the six data protection principles contained therein. Pursuant to section 33 of the PDPO, the PDPO is applicable to the collection and processing of personal data if such activities take place in Hong Kong, or if the personal data is collected by a data user whose principal place of business is in Hong Kong. As of the date of this annual report, we and our Hong Kong subsidiaries have complied with the laws and requirements in respect of data security in Hong Kong. Our directors confirm that: (i) each of our directors and our Hong Kong subsidiaries has not been involved in any litigation or regulatory action relating to breach of the PDPO; and (ii) they are not aware of any non-compliance incidents relating to breach of the PDPO since the date of incorporation of our Hong Kong subsidiaries. Since our PRC subsidiaries conduct substantially all of their business operations in the mainland China, we believe that the incumbent data security statutory requirements under Hong Kong laws do not materially affect their business. However, the laws on cybersecurity and data privacy are constantly evolving and can be subject to varying interpretations, resulting in uncertainties about the scope of our responsibilities in that regard. Failure to comply with the cybersecurity and data privacy requirements in a timely manner, or at all, may subject us or our Hong Kong subsidiaries to consequences including but not limited to government enforcement actions and investigations, fines, penalties, and suspension or disruption of our Hong Kong subsidiaries’ operations.
Failure to comply with laws and regulations applicable to our business could subject us to fines and penalties and could also cause us to lose customers or otherwise harm our business.
Our business is subject to regulation by various governmental agencies in China, including agencies responsible for monitoring and enforcing compliance with various legal obligations, such as intellectual property laws, employment and labor laws, workplace safety, environmental laws, consumer protection laws, governmental trade laws, import and export controls, anti-corruption and anti-bribery laws, and tax laws and regulations. In certain jurisdictions, these regulatory requirements may be more stringent than in China. These laws and regulations impose added costs on our business. Noncompliance with applicable regulations or requirements could subject us to:
| ● | investigations, enforcement actions, and sanctions; |
| ● | mandatory changes to our network and products; |
| ● | disgorgement of profits, fines, and damages; |
| ● | civil and criminal penalties or injunctions; |
| ● | claims for damages by our customers or channel partners; |
| ● | termination of contracts; |
| ● | loss of intellectual property rights; |
| ● | failure to obtain, maintain or renew certain licenses, approvals, permits, registrations or filings necessary to conduct our operations; and |
| ● | temporary or permanent debarment from sales to public service organizations. |
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If any governmental sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, results of operations, and financial condition could be adversely affected. In addition, responding to any action will likely result in a significant diversion of our management’s attention and resources and an increase in professional fees. Enforcement actions and sanctions could materially harm our business, results of operations, and financial condition.
Any reviews by regulatory agencies or legislatures may result in substantial regulatory fines, changes to our business practices, and other penalties, which could negatively affect our business and results of operations. Changes in social, political, and regulatory conditions or in laws and policies governing a wide range of topics may cause us to change our business practices. Further, our expansion into a variety of new fields also could raise a number of new regulatory issues. These factors could negatively affect our business and results of operations in material ways.
Moreover, we are exposed to the risk of misconduct, errors and failure to functions by our management, employees and parties that we collaborate with, who may from time to time be subject to litigation and regulatory investigations and proceedings or otherwise face potential liability and penalties in relation to noncompliance with applicable laws and regulations, which could harm our reputation and business.
If we cease to qualify as a foreign private issuer, we would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and we would incur significant additional legal, accounting and other expenses that we would not incur as a foreign private issuer.
As a foreign private issuer, we will remain exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as United States domestic issuers, and we will not be required to disclose in our periodic reports all of the information that United States domestic issuers are required to disclose. While we currently expect to continue to qualify as a foreign private issuer, we may cease to qualify as a foreign private issuer in the future.
We may fail to obtain, maintain and update licenses and permits necessary to conduct our operations in the PRC, and our business may be materially and adversely affected as a result of any changes in the laws and regulations governing the VATS industry in the PRC.
The laws and regulations regarding value-added telecommunications services, or VATS, licenses in the PRC are relatively new and are still evolving, and their interpretation and enforcement involve significant uncertainties. Investment activities in the PRC by foreign investors are principally governed by the Industry Catalog Relating to Foreign Investment, or the Catalog. The Catalog divides industries into three categories: encouraged, restricted and prohibited. Industries not included in the Catalog are permitted industries. Industries such as VATS, including Internet data warehouse services, or IDC services, restrict foreign investment. Specifically, the Administrative Regulations on Foreign-Invested Telecommunications Enterprises restrict the ultimate capital contribution percentage held by foreign investor(s) in a foreign-invested VATS enterprise to 50% or less. Under the Telecommunications Regulations, telecommunications service providers are required to procure operating licenses prior to their commencement of operations. The Administrative Measures for Telecommunications Business Operating License, which took effect on April 10, 2009 and was amended on September 1, 2017, set forth the types of licenses required to provide telecommunications services in China and the procedures and requirements for obtaining such licenses.
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As of the date of this report, we have obtained a Telecommunications Business License and a Telecommunication Network Number Utilization Resource Certificate for our 10086 hot-line center and are currently applying for an ICP license from the Chinese Ministry of Industry and Information Technology.
There can be no assurance that we will be able to maintain our existing licenses or permits necessary to provide our current IDC services in the PRC, renew any of them when their current term expires, or update existing licenses or obtain additional licenses necessary for our future business expansion. The failure to obtain, retain, renew or update any license or permit generally, and our IDC licenses in particular, could materially and adversely disrupt our business and future expansion plans.
In addition, if future PRC laws or regulations governing the VATS industry require that we obtain additional licenses or permits or update existing licenses in order to continue to provide our IDC services, there can be no assurance that we would be able to obtain such licenses or permits or update existing licenses in a timely fashion, or at all. If any of these situations occur, our business, financial condition and prospects would be materially and adversely affected.
We may rely principally on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to pay dividends to us could have a material adverse effect on our ability to conduct our business.
We are a holding company, and we may rely principally on dividends and other distributions on equity paid by our PRC subsidiaries for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and service any debt we may incur. If our PRC subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions to us.
Under PRC laws and regulations, our PRC subsidiaries, may pay dividends only out of their accumulated profits as determined in accordance with PRC accounting standards and regulations. In addition, our PRC subsidiaries are required to set aside at least 10% of its accumulated after-tax profits after making up the previous year’s accumulated losses each year, if any, to fund statutory reserve funds, until the aggregate amount of such fund reaches 50% of its registered capital. It may allocate a portion of its after-tax profits based on PRC accounting standards to discretionary reserve funds according to its shareholder’s decision. These statutory reserve funds and discretionary reserve funds are not distributable as cash dividends.
In addition, the PRC Enterprise Income Tax Law and its implementation rules provide that withholding tax rate of 10% will be applicable to dividends payable by PRC companies to non-PRC-resident enterprises unless otherwise exempted or reduced according to treaties or arrangements between the PRC central government and governments of other countries or regions where the non-PRC-resident enterprises are incorporated.
Any limitation on the ability of our PRC subsidiaries to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.
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Adverse changes in China’s economic, political and social conditions, as well as laws and government policies, may materially and adversely affect our business, financial condition, results of operations and growth prospects.
We conduct businesses in the PRC, and therefore our financial conditions and results of operations are subject to influences from PRC’s economic, political and social conditions to a great extent. The PRC economy differs from the economies of most developed countries in many aspects, including, but not limited to, the degree of government involvement, control level of corruption, control of capital investment, reinvestment control of foreign exchange, allocation of resources, growth rate and development level. Although the PRC government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the government. In addition, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercises significant control over China’s economic growth by allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy, regulating financial services and institutions and providing preferential treatment to particular industries or companies.
For approximately four decades, the PRC government has implemented economic reform measures to utilize market forces in the development of the PRC economy. We cannot predict whether changes in the PRC’s economic, political and social conditions and in its laws, regulations and policies will have any adverse effect on our current or future business, financial condition or results of operations. In addition, many of the economic reforms carried out by the PRC government are unprecedented or experimental and are expected to be refined and improved over time. This refining and improving process may not necessarily have a positive effect on our operations and business development. For example, the PRC government has in the past implemented a number of measures intended to slow down certain segments of the economy, including the real property industry, which the government believed to be overheating. These actions, as well as other actions and policies of the PRC government, could cause a decrease in the overall level of economic activity in the PRC and, in turn, have an adverse impact on our business and financial condition.
Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to you and us.
We conduct a substantial portion of business operations in the PRC, and our PRC subsidiaries are subject to laws, rules and regulations applicable to foreign investment in China. The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions may be cited for reference but have limited precedential value. The PRC legal system is evolving rapidly, and the interpretation of many laws, regulations and rules may contain inconsistencies and enforcement of these laws, regulations and rules involves uncertainties.
In 1979, the PRC government began to promulgate a comprehensive system of laws, rules and regulations governing economic matters in general. The overall effect of legislation over the past four decades has significantly enhanced the protections afforded to various forms of foreign investment in China. However, China has not developed a fully integrated legal system, and recently enacted laws, rules and regulations may not sufficiently cover all aspects of economic activities in China or may be subject to significant degrees of interpretation by PRC regulatory agencies. In particular, because these laws, rules and regulations are relatively new, and because of the limited number of published decisions and the nonbinding nature of such decisions, and because the laws, rules and regulations often give the relevant regulator significant discretion in how to enforce them, the interpretation and enforcement of these laws, rules and regulations involve uncertainties and can be inconsistent and unpredictable.
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From time to time, we may have to resort to administrative and court proceedings to enforce our legal rights. However, since PRC judicial and administrative authorities have significant discretion in interpreting and implementing statutory provisions and contractual terms, it may be more difficult to predict the outcome of a judicial or administrative proceeding than that in more developed jurisdictions. Furthermore, the PRC legal system is based, in part, on government policies and internal rules, some of which are not published in a timely manner, or at all, but which may have retroactive effects. As a result, we may not always be aware of any potential violation of these policies and rules. Such unpredictability towards our contractual, property (including intellectual property) and procedural rights could adversely affect our business and impede our ability to continue our operations.
Uncertainties with respect to the PRC legal system could affect us
Changes in the policies, regulations, rules, and the enforcement of laws of the PRC government may be quick with little advance notice and could have a significant impact upon our ability to operate profitably in the PRC.
The Chinese government may exercise significant oversight and discretion over the conduct of business in the PRC and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value of our securities. We are also currently not required to obtain approval from Chinese authorities to list on U.S. exchanges, however, if we are required to obtain approval in the future and are denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to continue listing on U.S. exchange, which would materially affect the interest of the investors.
The PRC government may intervene or influence our business operations at any time or may exert more control over offerings conducted overseas and foreign investment in China based issuers, which could result in a material change in our business operations or the value of our securities. Additionally, the governmental and regulatory interference could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.
Failure to comply with PRC regulations regarding the registration requirements for employee share ownership plans or share option plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions.
Pursuant to the Notice on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly Listed Company, issued by the State Administration of Foreign Exchange, or SAFE, in February 2012, employees, directors, supervisors and other senior management participating in any stock incentive plan of an overseas publicly listed company who are PRC citizens or who are non-PRC citizens residing in China for a continuous period of not less than one year, subject to a few exceptions, are required to register with SAFE through a domestic qualified agent, which could be a PRC subsidiaries of such overseas listed company, and complete certain other procedures. We and our directors, executive officers and other employees who are PRC citizens or who reside in the PRC for a continuous period of not less than one year and who have been granted restricted shares, restricted share units or options will be subject to these regulations if those employees exercise such restricted shares, restricted share units or options. Separately, SAFE Circular 37 also requires certain registration procedures to be completed if those employees exercise restricted shares, restricted share units or options before listing. Failure to complete the SAFE registrations may subject them to fines and legal sanctions and may also limit our ability to contribute additional capital into our wholly foreign-owned subsidiaries in China and limit these subsidiaries’ ability to distribute dividends to us. We also face regulatory uncertainties that could restrict our ability to adopt additional incentive plans for our directors and employees under PRC law.
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In addition, the State Administration of Taxation, or the SAT has issued certain circulars concerning employee share options or restricted shares. Under these circulars, the employees working in the PRC who exercise share options or are granted restricted share units will be subject to PRC individual income tax. Our WFOEs have obligations to file documents related to employee share options or restricted shares with relevant tax authorities and to withhold individual income taxes of those employees who exercise their share options. If our employees fail to pay or we fail to withhold their income taxes according to relevant laws and regulations, we may face sanctions imposed by the tax authorities or other PRC government authorities.
Failure to make adequate contributions to various employee benefit plans as required by PRC regulations may subject us to penalties.
Companies operating in China are required to participate in various government-mandated employee benefit contribution plans, including certain social insurance, housing funds and other welfare plans, open and register accounts for social insurance accounts and housing funds, and contribute in their own names to the plans in amounts equal to certain percentages of salaries, including bonuses and allowances, of employees up to a maximum amount specified by the local government from time to time at locations where companies operate our businesses. The requirements of employee benefit contribution plans have not been implemented consistently by the local governments in China given the different levels of economic development in different geographical areas.
As of the date of this report, certain of our PRC subsidiaries failed to open and register the accounts for housing funds, and so failed to pay housing provident fund for some of our employees. We may be required to make up the contributions for these welfare plans as well as late fees and fines. If we are subject to investigations or penalties related to non-compliance with labor laws, our business, financial condition and results of operations could be adversely affected.
The enforcement of the Labor Contract Law of the People’s Republic of China, or the PRC Labor Contract Law, and other labor-related regulations in the PRC may increase our labor costs, impose limitations on our labor practices and adversely affect our business and our results of operations.
On June 29, 2007, the Standing Committee of the National People’s Congress of China enacted the PRC Labor Contract Law, which became effective on January 1, 2008 and was amended on December 28, 2012. The PRC Labor Contract Law introduces specific provisions related to fixed-term employment contracts, part-time employment, probation, consultation with labor unions and employee assemblies, employment without a written contract, dismissal of employees, severance, and collective bargaining, which together represent enhanced enforcement of labor laws and regulations. According to the PRC Labor Contract Law, an employer is obliged to sign an unfixed-term labor contract with any employee who has worked for the employer for 10 consecutive years. Further, if an employee requests or agrees to renew a fixed-term labor contract that has already been entered into twice consecutively, the resulting contract must have an unfixed term, with certain exceptions. The employer must pay economic compensation to an employee where a labor contract is terminated or expires in accordance with the PRC Labor Contract Law, except for certain situations which are specifically regulated. In addition, the government has issued various labor-related regulations to further protect the rights of employees. According to such laws and regulations, employees are entitled to annual leave ranging from five to 15 days and are able to be compensated for any untaken annual leave days in the amount of three times their daily salary, subject to certain exceptions. In the event that we decide to change our employment or labor practices, the PRC Labor Contract Law and its implementation rules may also limit our ability to effect those changes in a manner that we believe to be cost-effective. In addition, as the interpretation and implementation of these new regulations are still evolving, our employment practices may not be at all times deemed in compliance with the new regulations. If we are subject to severe penalties or incur significant liabilities in connection with labor disputes or investigations, our business and financial conditions may be adversely affected.
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It may be difficult to effect service of process upon us, our directors or our executive officers that reside in China or to enforce any judgments obtained from non-PRC courts or bring actions against them or us in China.
Certain of our directors and most of our executive officers reside in China. In addition, most of our assets and those of our directors and executive officers are located in China. The PRC does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the United States, the United Kingdom, Japan and many other jurisdictions. As a result, it may not be possible for investors to serve process upon us or those persons in China, or to enforce against us or them in China, any judgments obtained from non-PRC jurisdictions.
On July 14, 2006, the Supreme People’s Court of China and the Government of the Hong Kong Special Administrative Region signed an Arrangement on Reciprocal Recognition and Enforcement of Judgments in Civil and Commercial Matters, or the 2006 Arrangement. Under such arrangement, where any designated People’s Court or any designated Hong Kong court has made an enforceable final judgment requiring payment of money in a civil and commercial case pursuant to a choice of court agreement, any party concerned may apply to the relevant People’s Court or Hong Kong court for recognition and enforcement of the judgment. On January 18, 2019, the Supreme Court of the People’s Republic of China and the Department of Justice under the Government of the Hong Kong Special Administrative Region signed the Arrangement on Reciprocal Recognition and Enforcement of Judgments in Civil and Commercial Matters by the Courts of the Mainland and of the Hong Kong Special Administrative Region, or the 2019 Arrangement. The 2019 Arrangement, for the reciprocal recognition and enforcement of judgments in civil and commercial matters between the courts in mainland China and those in the Hong Kong Special Administrative Region, stipulates the scope and particulars of judgments, the procedures and ways of the application for recognition or enforcement, the review of the jurisdiction of the court that issued the original judgment, the circumstances where the recognition and enforcement of a judgment shall be refused, and the approaches towards remedies, among others. After a judicial interpretation has been promulgated by the Supreme People’s Court and the relevant procedures have been completed by the Hong Kong Special Administrative Region, both sides shall announce a date on which the 2019 Arrangement shall come into effect. The 2019 Arrangement shall apply to any judgment made on or after its effective date by the courts of both sides. The 2006 Arrangement shall be terminated on the same day when the 2019 Arrangement comes into effect. If a “written choice of court agreement” has been signed by parties according to the 2006 Arrangement prior to the effective date of the 2019 Arrangement, the 2006 Arrangement shall still apply. Although the 2019 Arrangement has been signed, its effective date has yet to be announced. Therefore, there are still uncertainties about the outcomes and effectiveness of enforcement or recognition of judgments under the 2019 Arrangement.
Shareholder claims that are common in the United States, including securities law class actions and fraud claims, generally are difficult to pursue as a matter of law or practicality in China. For example, in China, there are significant legal and other obstacles to obtaining information needed for shareholder investigations or litigation outside China or otherwise with respect to foreign entities. Although the local authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such regulatory cooperation with the securities regulatory authorities in the United States has not been efficient in the absence of mutual and practical cooperation mechanism. According to Article 177 of the PRC Securities Law which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the PRC. Accordingly, without the consent of the competent PRC securities regulators or other relevant authorities, no entity or individual may provide any documents and materials relating to securities business activities to foreign entities or government agencies.
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Risks Related to Our Class A Ordinary Shares
The trading price of our Class A Ordinary Shares may be volatile, which could result in substantial losses to investors.
The trading price of our Class A Ordinary Shares may be volatile and could fluctuate widely due to factors beyond our control. This may happen because of broad market and industry factors, like the performance and fluctuation of the market prices of other companies with business operations located mainly in China that have listed their securities in the United States. A number of Chinese companies have listed their securities on U.S. stock markets, and some of these companies have experienced significant volatility. The trading performances of these Chinese companies’ securities after their offerings may affect the attitudes of investors toward Chinese companies listed in the United States in general and consequently may impact the trading performance of our Class A Ordinary Shares, regardless of our actual operating performance.
In addition to market and industry factors, the price and trading volume for our Class A Ordinary Shares may be highly volatile for factors specific to our own operations, including the following:
| ● | variations in our revenues, earnings, cash flow and data related to our user base or user engagement; |
| ● | announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors; |
| ● | announcements of new products, services and expansions by us or our competitors; |
| ● | announcements of changes to regulations; |
| ● | changes in financial estimates by securities analysts; |
| ● | detrimental adverse publicity about us, our services or our industry; |
| ● | additions or departures of key personnel; |
| ● | release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; and |
| ● | Potential litigation or regulatory investigations. |
Any of these factors may result in large and sudden changes in the volume and price at which our Class A Ordinary Shares trade.
In the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.
In December 2019, the Company instructed its Depositary Bank to implement a ratio change for its American Depositary Shares (“ADSs”) (“ADS Ratio”). The new ratio is 10 Class A ordinary shares per 1 ADS. The effective date for the ratio change is December 3, 2019.
In June 2022, the Company adjusted its ADS Ratio from the existing ratio of 1 ADS representing 10 Class A ordinary shares to one ADS representing 500 Class A ordinary shares. The effective date for the ratio change is July 6, 2022.
In May 2023, the shareholders of the Company approved the 2023 Share Consolidation in the 2023 Annual General Meeting. In connection with the 2023 Share Consolidation, the Company adjusted its ADS Ratio from the previous ratio of 1 ADS representing 500 Class A ordinary shares to 1 ADS representing 10 Class A ordinary shares, effective June 16, 2023.
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In November 2024, the Company changed the ratio of its ADS to Class A ordinary shares from 1 ADS representing 10 Class A ordinary shares to 1 ADS representing 150 Class A ordinary shares. The effective date is November 19, 2024.
In September 2025, the Company terminated its ADS and directly listed its Class A Ordinary Shares on the NYSE. The effective date is September 8, 2025.
Techniques employed by short sellers may drive down the market price of our Class A Ordinary Shares.
Short selling is the practice of selling securities that the seller does not own but rather has borrowed from a third party with the intention of buying identical securities back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the securities between the sale of the borrowed securities and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is in the short seller’s interest for the price of the security to decline, many short sellers publish, or arrange for the publication of, negative opinions regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling a security short. These short attacks have, in the past, led to selling of shares in the market.
Public companies listed in the United States that have a substantial majority of their operations in China have been the subject of short selling. Much of the scrutiny and negative publicity has centered on allegations of a lack of effective internal control over financial reporting resulting in financial and accounting irregularities and mistakes, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result, many of these companies are now conducting internal and external investigations into the allegations and, in the interim, are subject to shareholder lawsuits and/or SEC enforcement actions.
We have been in the past, and may in the future be, the subject of unfavorable allegations made by short sellers. Any such allegations may be followed by periods of instability in the market price of our Class A Ordinary Shares and negative publicity. If and when we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we could have to expend a significant amount of resources to investigate such allegations and/or defend ourselves. While we would strongly defend against any such short seller attacks, we may be constrained in the manner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable federal or state law or issues of commercial confidentiality. Such a situation could be costly and time-consuming and could distract our management from growing our business. Even if such allegations are ultimately proven to be groundless, allegations against us could severely impact our business operations and shareholder’s equity, and the value of any investment in our Class A Ordinary Shares could be greatly reduced or rendered worthless.
Substantial future sales or perceived potential sales of our Class A Ordinary Shares in the public market could cause the price of our Class A Ordinary Shares to decline.
Sales of our Class A Ordinary Shares in the public market, or the perception that these sales could occur, could cause the market price of our Class A Ordinary Shares to decline.
Certain major holders of our Class A Ordinary Shares may cause us to register under the Securities Act the sale of their shares. Registration of these shares under the Securities Act would result in Class A Ordinary Shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of the registration. Sales of these registered Class A Ordinary Shares in the public market could cause the price of our Class A Ordinary Shares to decline.
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Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our Class A Ordinary Shares for return on your investment.
We currently intend to retain most, if not all, of our available funds and any future earnings to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our Class A Ordinary Shares as a source for any future dividend income.
Our board of directors has complete discretion as to whether to distribute dividends. Our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our directors. Under Cayman Islands law, dividends may be declared and paid only out of funds legally available therefor, namely out of either profits or our share premium account, provided that a dividend may not be paid if this would result in our company being unable to pay its debts as they fall due in the ordinary course of business. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in our Class A Ordinary Shares will likely depend entirely upon any future price appreciation of our Class A Ordinary Shares. There is no guarantee that our Class A Ordinary Shares will appreciate in value or even maintain the price at which you purchased the Class A Ordinary Shares. You may not realize a return on your investment in our Class A Ordinary Shares and you may even lose your entire investment.
We may be classified as a passive foreign investment company for U.S. federal income tax purposes, which could result in adverse U.S. federal income tax consequences to U.S. Holders of our ordinary shares.
Depending upon the value of our assets, which is determined in part by the market value of our ordinary shares, and the composition of our assets and income over time, we could be classified as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes. Based on the projected composition of our assets and income, we do not anticipate becoming a PFIC for our taxable year ending December 31, 2025. While we do not anticipate becoming a PFIC, fluctuations in the market price of our ordinary shares may cause us to become a PFIC for the current or any subsequent taxable year.
A non-U.S. corporation, such as our company, will be classified as a PFIC for U.S. federal income tax purposes for any taxable year, if either (i) 75% or more of its gross income for such year consists of certain types of “passive” income or (ii) 50% or more of the value of its assets (determined on the basis of a quarterly average) during such year produce or are held for the production of passive income. Whether we are a PFIC is a factual determination and we must make a separate determination each taxable year as to whether we are a PFIC (after the close of each taxable year). Accordingly, we cannot assure you that we will not be a PFIC for our taxable year ending December 31, 2025 or any future taxable year. The determination of whether we will become a PFIC will depend, in part, on how, and how quickly, we use our liquid assets and the cash that was raised in our IPO.
If we were to be classified as a PFIC for any taxable year during which a U.S. Holder (as defined in “Item 10. Additional information—E. Taxation—U.S. Federal Income Tax Considerations”) holds ordinary shares, such U.S. Holder would generally be subject to reporting requirements and might incur significantly increased U.S. federal income tax on gain recognized on the sale or other disposition of the ordinary shares and on the receipt of distributions on the ordinary shares to the extent such gain or distribution is treated as an “excess distribution” under the applicable U.S. federal income tax rules. Further, if we were to be classified as a PFIC for any year during which a U.S. Holder holds ourordinary shares, we generally would continue to be treated as a PFIC for all succeeding years during which such U.S. Holder holds our ordinary shares even if we cease to qualify as a PFIC under the rules set forth above. You are urged to consult your tax advisor concerning the U.S. federal income tax consequences of acquiring, holding, and disposing of ordinary shares if we were to be classified as a PFIC. For more information see “Item 10. Additional information—E. Taxation—U.S. Federal Income Tax Considerations—PFIC Rules.”
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Our memorandum and articles of association contain anti-takeover provisions that could have a material adverse effect on the rights of holders of our Class A Ordinary Shares.
Our sixth amended and restated memorandum and articles of association contains provisions that limit the ability of others to acquire control of our company or cause us to engage in change-of-control transactions. These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transaction. For example, our board of directors has the authority, without further action by our shareholders, to issue preferred shares in one or more series and to fix their designations, powers, preferences, privileges, and relative participating, optional or special rights and the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our Class A Ordinary Shares. Preferred shares could be issued quickly with terms calculated to delay or prevent a change in control of our company or make removal of management more difficult. If our board of directors decides to issue preferred shares, the price of our Class A Ordinary Shares may fall and the voting and other rights of the holders of our Class A Ordinary Shares may be materially and adversely affected.
Our dual-class voting structure limits your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A Ordinary Shares may view as beneficial.
Our ordinary shares are divided into Class A Ordinary Shares and Class B ordinary shares. Holders of Class A Ordinary Shares are entitled to one vote per share, while holders of Class B ordinary shares are entitled to 10 votes per share, subject to the limitations set forth in “Item 10. Additional Information—B. Memorandum and Articles of Association—Ordinary Shares.” Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A Ordinary Shares are not convertible into Class B ordinary shares under any circumstances. Upon any transfer of Class B ordinary shares by a holder thereof to any person or entity which is not an affiliate of such holder, such Class B ordinary shares shall be automatically and immediately converted into an equal number of Class A Ordinary Shares.
You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are registered under Cayman Islands law.
We are an exempted company limited by shares registered under the laws of the Cayman Islands. Our corporate affairs are governed by our memorandum and articles of association, the Companies Law (2018 Revision) of the Cayman Islands and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.
Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of lists of shareholders of these companies. Our directors have discretion under our articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders (other than our memorandum and articles of association and any special resolutions passed by our shareholders). This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.
Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as the U.S. Currently, we do not plan to rely on home country practice with respect to any corporate governance matter. However, if we choose to follow home country practice in the future, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.
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As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States. For a discussion of significant differences between the provisions of the Companies Law of the Cayman Islands and the laws applicable to companies incorporated in the United States and their shareholders, see “Item 10. Additional Information—B. Memorandum and Articles of Association—Differences in Corporate Law.”
Certain judgments obtained against us by our shareholders may not be enforceable.
We are a Cayman Islands company and substantially all of our assets are located outside of the United States. Substantially all of our current operations are conducted in China. As a result, it may be difficult or impossible for you to bring an action against us in the United States in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of China may render you unable to enforce a judgment against our assets.
We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies.
Because we are a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:
| ● | the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC; |
| ● | the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; |
| ● | the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and |
| ● | the selective disclosure rules by issuers of material non-public information under Regulation FD. |
We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we have published prior to 2022, and intend to continue to publish in the future, our results on a semi-annual basis through press releases, distributed pursuant to the rules and regulations of the NYSE. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information, which would be made available to you, were you investing in a U.S. domestic issuer. In addition, if and to the extent we fail to qualify as a foreign private issuer in any future period, we would have increased disclosure and other requirements, which would increase our compliance and other costs.
You may experience dilution of your holdings due to inability to participate in rights offerings.
We may, from time to time, distribute rights to our shareholders, including rights to acquire securities. Under the deposit agreement, the depositary will not distribute rights to holders of Class A Ordinary Shares unless the distribution and sale of rights and the securities to which these rights relate are either exempt from registration under the Securities Act with respect to all holders of Class A Ordinary Shares, or are registered under the provisions of the Securities Act. The depositary may, but is not required to, attempt to sell these undistributed rights to third parties, and may allow the rights to lapse. We may be unable to establish an exemption from registration under the Securities Act, and we are under no obligation to file a registration statement with respect to these rights or underlying securities or to endeavor to have a registration statement declared effective. Accordingly, holders of Class A Ordinary Shares may be unable to participate in our rights offerings and may experience dilution of their holdings as a result.
We incur significant costs as a result of being a public company.
As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, or the Exchange Act, the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations of the NYSE. Being subject to these rules and regulations results in legal, accounting and financial compliance costs, makes some activities more difficult, time-consuming and costly and can also place significant strain on our personnel, systems and resources.
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ITEM 4. INFORMATION ON THE COMPANY
A. History and Development of the Company
We were formed in Delaware on July 12, 2004 as China Risk Finance LLC. We began our credit analytics service provider business in 2001. We developed our proprietary, advanced technology over the past 18 years, during which our founders and management team advised many of China’s largest banks in analyzing consumer credit to issue over one hundred million credit cards to consumers. On April 28, 2017, our ADSs commenced trading on the NYSE under the symbol “XRF.” In May 2017, we completed our IPO in which we sold a total of 11,500,000 of our ADSs, each representing ten Class A Ordinary Shares and listing of our ADSs on the NYSE. In the third quarter 2018, due to regulatory changes that made it cost-prohibitive, and in some ways very risky from the regulatory compliance perspective, to own and operate our legacy marketplace lending platform, we decided to cease the customer acquisition and loan facilitation at our legacy marketplace lending platform and started to transition our business to other industries.
On May 5, 2020, we entered into a set of agreements with YBT (Yongbao Two Ltd.), the shareholders of YBT (the “YBT Shareholders”), eight individual investors introduced by YBT (collectively with the YBT Shareholders, the “Investors”) and True North Financial, LLC to acquire YBT, which controls its variable interest entity SOS Information. The transaction was consummated on May 15, 2020. As a result, we now own 100% of YBT, which controls its variable interest entity, SOS Information Technology Co., Ltd (“SOS Information”). The shares issued to the Investors were relied on exemption from registration in accordance with Regulation S and/or Rule 4(a)(2) under the Securities Act of 1933, as amended. Accordingly, we started our newly acquired data mining and targeted marketing services business through SOS Information.
On August 3, 2020, we entered into a certain share purchase agreement (the “Disposition SPA”) with Hantu (Hangzhou) Asset Management Co., Ltd. (the “Purchaser”). Pursuant to the Disposition SPA, the Purchaser agreed to purchase CRF China Holding Co. Limited, a Hong Kong limited company, China Capital Financial LLC, a Delaware limited liability company, CRF China Limited, a British Virgin Islands company, CRF Technology LLC, a California limited liability company, and HML China LLC, a Delaware limited liability company (collectively, the “XRF Subsidiaries”) in exchange for cash consideration of $3.5 million. Upon the closing of the transaction (the “Disposition”) contemplated by the Disposition SPA, the Purchaser will become the sole shareholder of the XRF Subsidiaries and as a result, assume all assets and liabilities of all the subsidiaries and variable interest entities owned or controlled by the XRF Subsidiaries. The Disposition closed on August 6, 2020. As a result of the Disposition, we ceased our legacy peer-to-peer lending business and have since focused on becoming a leading high-technology services business with services including marketing data, technology and solutions for insurance companies and emergency rescue services in China. We also changed our trading symbol to “SOS.”
On May 14, 2020, Qingdao SOS Investment Management Co., Ltd. (“Qingdao SOS Investment”), Qingdao SOS Industrial Holding Co., Ltd. (“Qingdao SOS Industrial”), and Messrs. Yilin Wang, Weidong Feng, and Xianlong Wu, citizens of China and shareholders of Qingdao SOS Industrial, entered into a series of contractual arrangements, including Technical Consulting and Service Agreement, Equity Interest Purchase Option Agreement, Equity Pledge Agreement and Voting Rights Proxy and Financial Support Agreement, collectively, the “Qingdao SOS Investment VIE Agreements,” pursuant to which Qingdao SOS Investment has contractual rights to exercise control over the Qingdao SOS Industrial.
On November 2, 2022, pursuant to the terms of the Qingdao SOS Investment VIE Agreements, Qingdao SOS Investment, Qingdao SOS Industrial, and shareholders of Qingdao SOS Industrial unanimously agreed to terminate the Qingdao SOS Investment VIE Agreements. The termination of the VIE contractual arrangements were effective on November 2, 2022.
On November 2, 2022, Qingdao S Investment Holding Limited (“Qingdao S Investment”), Qingdao SOS Industrial Holding Co., Ltd. (“Qingdao SOS Industrial”), and Messrs. Yilin Wang, Weidong Feng, and Xianlong Wu, citizens of China and shareholders of Qingdao SOS Industrial, entered into a series of contractual arrangements, including Equity Pledge Agreement, Exclusive Management Consultation and Business Cooperation Agreement, Exclusive Purchase Option Agreement and Power of Attorney, collectively, the “Qingdao S Investment VIE Agreements,” pursuant to which Qingdao S Investment has contractual rights to exercise control over the Qingdao S Industrial.
Therefore, Qingdao SOS Industrial and its subsidiaries’ financial results had been consolidated by the Company in accordance with U.S. GAAP due to the Company being the primary beneficiary of these companies prior to the Disposition (as defined below) in November 2022.
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On November 2, 2022, the Company entered into a certain share purchase agreement (the “Disposition SPA”) with S International Holdings Limited (the “Purchaser”), a Cayman Islands exempt company, and S International Group Limited (“S International” or the “Target”), a British Virgin Islands company and the Company’s wholly owned subsidiary prior to the Disposition. Pursuant to the Disposition SPA, the Purchaser agreed to purchase S International in exchange for cash consideration of $17,000,000. Upon the closing of the transaction (the “Disposition”) contemplated by the Disposition SPA on November 2, 2022 (the “Closing Date”) , the Purchaser became the sole shareholder of S International and as a result, assume all assets and liabilities of all the subsidiaries and VIE entities owned or controlled by S International. S International owns 100% of the issued shares in S International Holdings Limited, which owns 100% of the issued shares in Qingdao S Investment. Qingdao S Investment controls Qingdao SOS Industrial, the former VIE, through a series of contractual agreements with the former VIE and the shareholders of the former VIE dated November 2, 2022. The former VIE owns 100% of the equity interests in each of SOS Information Technology Co., Ltd. and Qingdao SOS Digital Technologies Inc.
As the VIE structure has been unwound, the financial results of the former VIE and its subsidiaries are no longer consolidated into the Company’s financial statements after the Closing Date. As of the date of this annual report, our current corporate structure does not contain any VIE in mainland China and neither we nor our subsidiaries has intention establishing any VIEs in mainland China in the future.
The following diagram illustrates our corporate structure as of the date of this annual report:
Our ability to pay dividends depends upon dividends paid by our subsidiaries in mainland China. If our subsidiaries in mainland China incur debt on their own behalf, the instruments governing their debt may restrict their ability to pay dividends to us. The subsidiaries in mainland China will be permitted to pay dividends to us only out of its retained earnings, if any, as determined in accordance with the Accounting Standards for Business Enterprise as promulgated by the Ministry of Finance of the PRC, or PRC GAAP.
Pursuant to the law applicable to China’s foreign investment enterprises, a company that is a foreign investment enterprise in the PRC has to make appropriation from its after-tax profit, as determined under PRC GAAP, to reserve funds including (i) general reserve fund, however, it is a common accounting practice in China not to provide statutory reserves until any dividend distribution is declared, especially when no registered paid-up capital has been established and recognized yet; (ii) enterprise expansion fund and (iii) staff bonus and welfare fund. The appropriation to the general reserve fund must be at least 10% of the after-tax profits calculated in accordance with PRC GAAP. Appropriation is not required if the reserve fund has reached 50% of the total capital contribution to be paid-in by shareholders (the “Registered Capital”) of the operating company. Although (ii) and (iii) as set forth above are required, it is determined at the discretion of its board of directors (the “Board”). As of the date of this letter, the Board has not yet passed such resolutions. General reserve fund and statutory surplus fund are restricted for set off against losses, expansion of production and operation or increase in Registered Capital of the respective companies. These reserves are not transferable to the Company in the form of cash dividends, loans or advances. These reserves are therefore not available for distribution except in liquidation.
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As of December 31, 2025 and 2024, the Company’s subsidiaries in mainland China has not accrued any money in the reserve fund.
As a Cayman Islands holding company, we will be permitted under PRC laws and regulations to provide funding from the proceeds of our offshore fund-raising activities to the operating entities (as a subsidiary) in China only through loans or capital contributions, and to the consolidated affiliated entity only through loans, in each case subject to the satisfaction of the applicable government registration and approval requirements. Before providing loans to the onshore entities (i.e. the PRC subsidiaries), we will be required to make filings about details of the loans with SAFE in accordance with relevant PRC laws and regulations. The PRC subsidiaries that receive the loans are only allowed to use the loans for the purposes set forth in these laws and regulations.
As of the date of this annual report, there have not been any dividends or distributions made to the holding company, nor have there been any dividends or distributions made to U.S. investors. We are subject to restrictions on foreign exchange and our ability to transfer cash between entities, across borders, and to U.S. investors. We are also subject to restrictions and limitations on our ability to distribute earnings from our businesses, including subsidiaries and/or consolidated VIEs if any, to our holding company and U.S. investors as well as the ability to settle amounts owed under the VIE agreements. Neither we nor any of our subsidiaries has obtained the approval from either the China Securities Regulatory Commission (the “CSRC”) or the Cyberspace Administration of China (the “CAC”) for any offering of our Class A Ordinary Shares in the United States, and we do not intend to obtain the approval from either the CSRC or the CAC in connection with any such offering, since we do not believe, based upon advice of our PRC counsel, Hebei Changjun Law Firm, that such approval is required for the time being. We cannot assure you, however, that regulators in China will not take a contrary view or will not subsequently require us to undergo the approval procedures and subject us to penalties for non-compliance. See “Risk Factors — Risks Related to Doing Business in China — The approval of the CSRC, may be required in connection with the listing and trading of our securities under PRC rules, regulations, or policies, and, if required, we cannot predict whether or how soon we will be able to obtain such approval. As a result, both you and us fact uncertainty about future actions by the PRC government that could significantly affect our business, our listing on NYSE, financial condition and results of operations.”
The following financial information has been prepared to illustrate the consolidated cash flows for the years ended December 31, 2025 for (i) SOS Limited; (ii) China SOS Limited.; (iii) Qingdao SOS Investment, one of our WFOEs; (v) Subsidiaries outside China (vi) Subsidiaries inside China. The financial information of SOS Limited has been extracted from: SOS Limited’s audited consolidated statements of cash flows for the year ended December 31, 2025 and the related notes, included elsewhere in this annual report.
SOS Limited (“SOS”) refers to the ultimate parent or the registrant, a Cayman Islands exempt company.
China SOS Limited (“China SOS”) is a Hong Kong corporation.
Qingdao SOS Investment Management Co., Ltd. (“Qingdao SOS Investment”), a PRC corporation., one of the Company’s WFOEs.
Qingdao SOS Industrial Holding Co., Ltd., the former VIE, a PRC corporation.
Subsidiaries outside China include Yong Bao Two Ltd. (“YBT,” a British Virgin Islands company), FDW Limited (“FDW,” a British Virgin Islands company), SOS Information Technology New York Inc.(“SOSNY,” a New York corporation), FD LLC (“FD,” a Nevada corporation), Future Technology Global Limited (“FTHK,” a Hong Kong corporation), Canada XX Exchange Ltd.(“CXXE,” a Canada corporation) and US XX Exchange Ltd. (“USXXE,” a Colorado corporation).
We terminated our ADS in September 2025 and directly listed our Class A Ordinary Shares on the NYSE.
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Condensed consolidated statement of cash flow
(US$ thousands, except share data and per share data, or otherwise noted)
| 31-Dec-25 | ||||||||||||||||||||||||||||||||
| SOS Ltd. | China SOS Ltd. | WFOE | Subsidiaries Outside China |
Subsidiaries inside China |
Consolidation Adjustments(a) |
Consolidation Adjustments(b) |
SOS
Ltd. Consolidated total |
|||||||||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | |||||||||||||||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||||||||||||||||||||||
| Net (loss) | (16,411 | ) | (2,045 | ) | (69 | ) | (23,438 | ) | (55,356 | ) | - | (97,319 | ) | |||||||||||||||||||
| Net (loss) from discontinued operation | ||||||||||||||||||||||||||||||||
| Net loss from continuing operation | (16,411 | ) | (2,045 | ) | (69 | ) | (23,438 | ) | (55,356 | ) | - | (97,319 | ) | |||||||||||||||||||
| Adjustments to reconcile net income net cash used in operating activities: | - | |||||||||||||||||||||||||||||||
| Depreciation of property, plant and equipment | - | - | 8,706 | 8,706 | ||||||||||||||||||||||||||||
| Depreciation of ROU | 2 | 2 | ||||||||||||||||||||||||||||||
| Share-based compensation | 7,170 | 7,170 | ||||||||||||||||||||||||||||||
| Allowance for doubtful accounts - accounts receivable | 144 | 1,410 | 1,554 | |||||||||||||||||||||||||||||
| Allowance for doubtful accounts - other receivable | 5,675 | 1,058 | (258 | ) | 44,703 | 44,703 | ||||||||||||||||||||||||||
| Impairment of cryptocurrencies | 6,723 | 6,723 | ||||||||||||||||||||||||||||||
| Impairment of Mining Equipment | 5,861 | 5,861 | ||||||||||||||||||||||||||||||
| Impairment of Fixed Assets | 1,025 | 1,025 | ||||||||||||||||||||||||||||||
| Inventory mark down | 5,579 | 5,579 | ||||||||||||||||||||||||||||||
| Inventory | (144 | ) | 3,594 | 3,450 | ||||||||||||||||||||||||||||
| Accounts receivable | - | (2,082 | ) | (2,082 | ) | |||||||||||||||||||||||||||
| Trading Financial Assets | 7,371 | 7,371 | ||||||||||||||||||||||||||||||
| Other receivables | (229,927 | ) | (410 | ) | (2,742 | ) | 15,527 | 6,262 | (211,290 | ) | ||||||||||||||||||||||
| Inter-company account | (46,516 | ) | 178,585 | 291,181 | (126,034 | ) | (332,936 | ) | 35,720 | - | ||||||||||||||||||||||
| Amount due from related parties | 30,582 | - | - | 108 | (60,327 | ) | (29,637 | ) | ||||||||||||||||||||||||
| Intangible assets | - | - | ||||||||||||||||||||||||||||||
| Accrued liabilities | (4,674 | ) | (4,674 | ) | ||||||||||||||||||||||||||||
| Tax payables | (35 | ) | (35 | ) | ||||||||||||||||||||||||||||
| Accounts payable | - | - | - | 6,836 | 6,836 | |||||||||||||||||||||||||||
| Other payables | (232 | ) | 50 | (43 | ) | (4,465 | ) | 1,138 | (4,352 | ) | (7,904 | ) | ||||||||||||||||||||
| Amount due to related parties | 1,000 | - | - | - | 1,000 | |||||||||||||||||||||||||||
| Contract liabilities | - | - | ||||||||||||||||||||||||||||||
| Lease liability | 2 | 2 | ||||||||||||||||||||||||||||||
| Net Cash used in Operating Activities - Continuing Operations | (248,659 | ) | 178,263 | 291,069 | (144,349 | ) | (300,111 | ) | (22,697 | ) | - | (246,484 | ) | |||||||||||||||||||
| Net Cash generated from Operating Activities - Discontinued Operations | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||
| Net cash generated from/(used in) operating activities | (248,659 | ) | 178,263 | 291,069 | (144,349 | ) | (300,111 | ) | (22,697 | ) | - | (246,484 | ) | |||||||||||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||||||||||||||||||||||
| Purchase of property, equipment and equipment | - | (38 | ) | (38 | ) | |||||||||||||||||||||||||||
| Investment in equity | - | |||||||||||||||||||||||||||||||
| Proceed from disposals of discontiuned operations | - | |||||||||||||||||||||||||||||||
| Net cash (used in) generated from investing activities | - | - | - | (38 | ) | (38 | ) | |||||||||||||||||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||||||||||||||||||||||||
| Proceed from share issuance, net of issuance costs | - | - | - | - | ||||||||||||||||||||||||||||
| Proceed from private equity placement, net of issuance costs | - | - | - | |||||||||||||||||||||||||||||
| Repayment of principle portion of lease liabilities | 2 | 2 | ||||||||||||||||||||||||||||||
| Proceeds from share issuance, net of issuance costs | 15,788 | 15,788 | ||||||||||||||||||||||||||||||
| Proceeds from disposal of subsidiaries | - | - | ||||||||||||||||||||||||||||||
| Net cash generated from (used in) financing activities | - | - | - | 15,790 | - | - | - | 15,790 | ||||||||||||||||||||||||
| - | ||||||||||||||||||||||||||||||||
| EFFECT OF EXCHANGE RATES ON CASH | - | 5,833 | 5,833 | |||||||||||||||||||||||||||||
| Net increase/(decrease), effect of exchange rate changes on cash and cash equivalent | (248,659 | ) | 178,263 | 291,069 | (128,597 | ) | (294,278 | ) | (22,697 | ) | - | (224,899 | ) | |||||||||||||||||||
| CASH AND CASH EQUIVALENTTS, beginning of year | 19,885 | 157,252 | 825 | 47,593 | 2,576 | 228,131 | ||||||||||||||||||||||||||
| CASH AND CASH EQUIVALENTTS, end of year | 128 | 42 | 135 | 1,606 | 1,321 | - | 3,232 | |||||||||||||||||||||||||
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Rollforward of “Investment in Subsidiaries of the former VIE”
| US$“000” | ||||
| Balance at January 1, 2019 | (128 | ) | ||
| Equity earnings of WOFE | ||||
| Equity in earnings of VIE | 1,470 | |||
| Equity in earnings of VIE’s subsidiaries | - | |||
| Dividend distributed to shareholders | - | |||
| Share-based compensation | - | |||
| Foreign currency translation | (16 | ) | ||
| Balance at December 31, 2019 | 1,326 | |||
| Equity earnings of WOFE | (3 | ) | ||
| Equity in earnings of VIE | 12,425 | |||
| Equity in earnings of VIE’s subsidiaries | (8,121 | ) | ||
| Dividend distributed to shareholders | - | |||
| Acquisition of China Rapid Finance | 10,661 | |||
| Issuance of Class A Ordinary Shares and warrant | 42,022 | |||
| Share-based compensation | 951 | |||
| Foreign currency translation | 874 | |||
| Balance at December 31, 2020 | 60,135 | |||
| Issuance of Class A Ordinary Shares and warrant | 585,849 | |||
| Equity in earnings of WOFE | (12 | ) | ||
| Equity in earnings of VIE | 1,157 | |||
| Equity in earnings of VIE’s subsidiaries | (165,860 | ) | ||
| Dividend distributed to shareholders | - | |||
| Share-based compensation | 33,153 | |||
| Foreign currency translation | 3,392 | |||
| Balance at December 31, 2021 | 517,814 | |||
| Issuance of Class A Ordinary Shares and warrant | 18,463 | |||
| Equity in earnings of WOFE | (10,284 | ) | ||
| Equity in earnings of VIE | ||||
| Equity in earnings of VIE’s subsidiaries | (277,443 | ) | ||
| Dividend distributed to shareholders | ||||
| Share-based compensation | 14,714 | |||
| Foreign currency translation | (27,497 | ) | ||
| Balance at December 31, 2022 | 235,767 | |||
| Issuance of Class A Ordinary Shares and warrant | 17,884 | |||
| Equity in earnings of WOFE | (11,311 | ) | ||
| Equity in earnings of VIE | - | |||
| Equity in earnings of VIE’s subsidiaries | 32,933 | |||
| Dividend distributed to shareholders | - | |||
| Share-based compensation | 7,264 | |||
| Foreign currency translation | (5,112 | ) | ||
| Balance at December 31, 2023 | 277,425 | |||
| Issuance of Class A Ordinary Shares and warrant | 24,838 | |||
| Equity in earnings of WOFE | (20,255 | ) | ||
| Equity in earnings of VIE | - | |||
| Equity in earnings of VIE’s subsidiaries | (26,723 | ) | ||
| Share-based compensation | 17,540 | |||
| Foreign currency translation | (3,047 | ) | ||
| Balance at December 31, 2024 | 269,778 | |||
| Issuance of Class A Ordinary Shares and warrant | 15,788 | |||
| Equity in earnings of WOFE | (16,410 | ) | ||
| Equity in earnings of VIE | - | |||
| Equity in earnings of VIE’s subsidiaries | (86,546 | ) | ||
| Share-based compensation | 7,170 | |||
| Foreign currency translation | 5,865 | |||
| Balance at December 31, 2025 | 195,645 | |||
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B. Business Overview
We are primarily a commodities trading company, operating through its subsidiaries SOS International Trading Co. Ltd, Shuyun International Trading Co. Ltd and Weigou International Trading Co. Ltd, facilitating the trading of commodities including but not limited to mineral resin, soy bean, wheat, sesame, liquid sulfur and latex. The Company also operates as an emerging blockchain-based and big data-driven marketing solution provider and is engaged in blockchain and cryptocurrency operations, which currently include providing hosting services to third-party cryptocurrency miners.
Our commodities trading business is our primary revenue-generating segment. For the fiscal year ended December 31, 2025, commodities trading revenues constituted the substantial majority of our total revenues. We operate our commodities trading business by identifying suppliers and buyers and earning the price differential on each transaction. Revenue is recognized upon delivery and transfer of title and risk of loss to the buyer.
In 2025, we temporarily shut down mining operations as the mining rigs were no longer cost-effective, and we transitioned to attracting customers to mine on our premises, earning hosting fees. As a result, our cryptocurrency-related revenues in fiscal year 2025 are derived primarily from hosting services rather than direct mining activity. We continue to hold digital assets on our balance sheet, including Bitcoin and Ethereum, which as of December 31, 2025 included approximately 802.77 BTC and 2,949.79 ETH.
The Company provides substantially all of its services to large businesses and small and medium-sized enterprises (“SMEs”) in China. The Company previously operated through a variable interest entity (“VIE”) structure, which was disposed of on November 2, 2022, and the VIE structure is no longer part of the Company’s corporate structure.
Our Products and Services
We focus on three service lines including Commodities Trading, Hosting service and Others. As of December 31, 2025, our total revenues were $152.1 million, including commodities trading revenues of $142.8 million. Hosting Service revenues of $7.5 million and other revenues of $1.67 million.
Revenue by Products and Services
| For
the year ended December 31, 2025 | ||||||||
| Revenue by Products and Services | US$ | Percentage | ||||||
| Commodities Trading | 144,974 | 93.9 | % | |||||
| Cryptocurrency Mining | - | - | % | |||||
| Hosting Services | 7,501 | 4.9 | % | |||||
| Others | 1,815 | 1.2 | % | |||||
| Total revenue -net | $ | 154,290 | 100 | % | ||||
| For
the year ended December 31, 2024 | ||||||||
| Revenue by Products and Services | US$ | Percentage | ||||||
| Commodities Trading | 214,340 | 92.6 | % | |||||
| Cryptocurrency Mining | 9,258 | 4.0 | % | |||||
| Hosting Services | 6,506 | 2.8 | % | |||||
| Others | 1,320 | 0.6 | % | |||||
| Total revenue -net | $ | 231,424 | 100 | % | ||||
Commodity Trading
Since April 2021, we launched our commodities trading business via our subsidiaries including SOS International Trading Co. Ltd., Shuyun International Trading Co Ltd and Weigou International Trading, and we facilitate the trading of commodities including but not limited to mineral resin, soy bean, wheat, sesame, liquid sulfur, petrol coke and latex. We identify suppliers and buyers and generate revenue from the price difference. Revenue is recognized after products have been delivered and title to the goods and risk has been transferred from a seller to a buyer.
Cryptocurrency Mining
We generate revenues by selling cryptocurrencies allocated from those cryptocurrency-mining pools and also anticipate to rent out hash power to third parties. The value of cryptocurrencies is determined based on the market prices of the related cryptocurrencies at the time of receipt. The rental fees of hash power are also determined proportionally based on the market prices of the related cryptocurrencies. We are currently focusing on the mining of the key mainstream cryptocurrencies such as Bitcoin and Ethereum
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Hosting Services
From January 2022, SOS took the initiative to build a super-computing center in Wisconsin USA by providing individual & business users a comprehensive experience of cryptocurrency mining hosting service. Part of the facility was up and running since April 2022 and we recorded a revenue of $7.5 million and $6.5 million for the twelve months ended December 31, 2025 and 2024 respectively.
Competition
We have begun penetrating into the cryptocurrency mining industry towards the end of 2020. In the cryptocurrency mining business, companies, groups and individuals generate units of bitcoin through mining pools. Miners can range from individual enthusiasts to professional mining operations with dedicated data centers.
Sources of information in public domain include “bitcoin.org” and “blockchain.info.” We believe that our competitors include public companies engaging in the cryptocurrency mining business that are listed either on the U.S. or international stock exchanges, such as Bit-digital.com, The9.com, Overstock.com Inc, Bitcoin Investment Trust, Blockchain Industries, Inc, (formerly Omni Global Technologies, Inc.), Bitfarms Technologies Ltd. (formerly Blockchain Mining Ltd), DMG Blockchain Solutions Inc, Hive Blockchain Technologies Inc, Hut 8 Mining Corp, HashChain Technology, Inc, MGT Capital Investments, Inc, DPW Holdings, Inc, Layer1 Technologies, LLC, Northern Data AG, Riot Blockchain, Inc and Marathon Digital Holdings. The cryptocurrency mining industry is a highly competitive and rapidly changing industry and new competitors could enter the market and affect our competitiveness in the future. For more information regarding those risk factors known to us, please see the “Risk Factors” section, “Risks Related to Our Data Mining and Analysis Business”.
Intellectual Property
We regard our trademarks, domain names, know-how, proprietary technologies and similar intellectual property as critical to our success, and we rely on trademark and trade secret law and confidentiality and invention assignment with our employees and others to protect our proprietary rights.
The Company has 99 registered software copyrights, 2 granted utility model patents and 1 domain name. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy or otherwise obtain and use our technology. Monitoring unauthorized use of our technology is difficult and costly, and we cannot be certain that the steps we have taken will prevent misappropriation of our technology. From time to time, we may have to resort to litigation to enforce our intellectual property rights, which could result in substantial costs and diversion of our resources. In addition, third parties may initiate litigation against us alleging infringement of their proprietary rights or declaring their non-infringement of our intellectual property rights. In the event of a successful claim of infringement and our failure or inability to develop non-infringing technology or license the infringed or similar technology on a timely basis, our business could be harmed. Moreover, even if we are able to license the infringed or similar technology, license fees could be substantial and may adversely affect our results of operations.
Corporate Information
Our principal executive office is located at Building 6, East Seaview Park, 298 Haijing Road, Yinzhu Street, West Coast New District, Qingdao City, Shandong Province, People’s Republic of China 266400. Our telephone number is +86-532-86617117. We maintain a website at http://www.sosyun.com/ that contains information about our Company, and we make available free of charge through our website our annual report on Form 20-F, current reports on Form 6-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
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Regulation
U.S. Regulations and Policies Relating to Blockchain and Cryptocurrencies
Blockchain and cryptocurrencies are increasingly becoming subject to governmental regulation, both in the U.S. and internationally. State and local regulations also may apply to our activities and other activities in which we may participate in the future. Other governmental or semi-governmental regulatory bodies have shown an interest in regulating or investigating companies engaged in the blockchain or cryptocurrency business. For instance, the Cyber-Digital Task Force of the U.S. Department of Justice (the “DOJ”) published a report entitled “Cryptocurrency: An Enforcement Framework” in October 2020. This report provides a comprehensive overview of the possible threats and enforcement challenges the DOJ views as associated with the use and prevalence of cryptocurrency, as well as the regulatory and investigatory means the DOJ has at its disposal to deal with these possible threats and challenges. Further, in early March 2021, the SEC chairperson nominee expressed an intent to focus on investor protection issues raised by bitcoin and other cryptocurrencies.
Presently, we do not believe any U.S. or State regulatory body has taken any action or position adverse to our main cryptocurrency, bitcoin, with respect to its production, sale, and use as a medium of exchange; however, future changes to existing regulations or entirely new regulations may affect our business in ways it is not presently possible for us to predict with any reasonable degree of reliability.
Further, following the appreciation of the market price of bitcoin in the second half of 2020, we have observed increasing media attention directed at the environmental concerns associated with cryptocurrency mining, particularly its energy-intensive nature. We do not believe any U.S.-based regulators have taken a position adverse to bitcoin mining thus far.
As the regulatory and legal environment evolves, we may become subject to new laws, such as further regulation by the SEC and other agencies, which may affect our mining and other activities. For additional discussion regarding our belief about the potential risks existing and future regulation pose to our business, see the Section entitled “Risk Factors” herein.
Chinese Regulations on Cryptocurrency in General
According to the Circular of the People’s Bank of China, Ministry of Industry and Information Technology, China Banking Regulatory Commission, China Securities Regulatory Commission, and China Insurance Regulatory Commission on Guarding against Bitcoin Risks issued on December 3, 2013, or the 2013 Circular, Bitcoin should be regarded as a specific virtual commodity, and it does not possess the status that a legal currency has, and cannot and should not be circulated in market as a currency. The 2013 Circular also provides that financial institutions and payment institutions shall not engage in business in connection with Bitcoin.
Another notable law on recognition of virtual property is the PRC Civil Code, which became effective on January 1, 2021. Article 127 of PRC Civil Code provides that: “Where laws contain provisions in respect of the protection of data and network virtual property, such provisions shall apply.” We believe that this provision together with the 2013 Circular recognizes the lawful possession by PRC citizens and organizations of Bitcoin as a kind of virtual property.
According to the Announcement of the People’s Bank of China, the Office of the Central Cyberspace Security and Informatization Leading Group, the Ministry of Industry and Information Technology, the State Administration for Industry and Commerce, the China Banking Regulatory Commission, the China Securities Regulatory Commission and the China Insurance Regulatory Commission on Preventing Token Fundraising Risks issued on September 4, 2017, or the 2017 Announcement, activities of offering and financing of tokens, including initial coin offerings, or ICOs, should be forbidden in the PRC since they are essentially illegal public financing activities, which are suspected to involve financial crimes such as illegal distribution of financial tokens, illegal issuance of securities, illegal fundraising, financial fraud or pyramid sales. All so-called token trading platforms should not (i) engage in any exchange between any fiat currency with tokens or “virtual currencies”, (ii) trade tokens or “virtual currencies” or trade them as central counterparties, or (iii) provide pricing, information agency or other services for tokens or “virtual currencies”. The 2017 Announcement further orders that financial institutions and non-banking payment institutions should not do any business related to token trading.
43
According to the Risk Warning on Preventing Illegal Fundraising in the Name of “Virtual Currency” or “Blockchain” jointly promulgated by the Banking and Insurance Regulatory Commission, the Office of the Central Cyberspace Affairs Commission, the Ministry of Public Security, the People’s Bank of China and the State Administration for Market Regulation on August 24, 2018, or the 2018 Warning, raising funds through the issuance of so-called “virtual currency”, “virtual asset” or “digital asset” under the flag of “financial innovation” or “blockchain” is not based on real blockchain technology, but rather the practice of using speculative blockchain concepts for illegal fundraising, pyramid schemes, or fraud. The 2018 Warning reiterates the position of the Chinese government on ICOs.
Despite the Chinese government’s resentment of non-government backed cryptocurrencies in general, China has been testing digital Renminbi through pilot programs. On October 23, 2020, the People’s Bank of China published the revised Law of the People’s Republic of China on the People’s Bank of China (draft), or the draft PBOC Law, to solicit comment from the public. Article 19 of the draft PBOC Law provides that Renminbi may take a physical form or a digital form. This draft PBOC Law, if enacted, will pave the way for the formal launch of digital Renminbi. However, Article 22 of the draft PBOC Law reiterates that no entity or individual should produce or offer coupon tokens or digital tokens to replace Renminbi for circulation in market. This has been the consistent position of the Chinese government since 2013.
Chinese Regulations on Cryptocurrency Mining
Cryptocurrency mining is not prohibited by Chinese laws, but is subject to an unclear and evolving regulatory and policy framework in China. On January 2, 2018, China’s Leading Special Task Team for Remediation of Internet Financial Risks mandates that local governments should take measures of electricity prices, taxes, or land use, to guide the orderly exit of entities from cryptocurrency mining operations and that local governments must submit reports on cryptocurrency mining operations in their respective jurisdictions to the task team on a regular basis. Since then, local regulations on cryptocurrency mining have been tightened, at least in some Chinese provinces, such as Xinjiang and Inner Mongolia.
At the beginning of 2021, which is the first year of the “14th Five-Year Plan” of China, the National Development and Reform Commission of China publicly emphasized the need to improve the dual control system for energy consumption, to solidly promote working towards carbon peaking and carbon neutrality, and to accelerate the elimination of outdated and inefficient excess production capacity. On March 9, 2021, the Inner Mongolia Development and Reform Commission and two other local governmental agencies jointly published the Certain Safeguard Measures to Ensure Completion of the “14th Five-Year Plan” Goals on Dual Control of Energy Consumption, or the Safeguard Measures. The Safeguard Measures order that, cryptocurrency mining projects in Inner Mongolia should be completely cleaned up and shut down by the end of April 2021. So far, no similar orders have been published by the government of Sichuan Province, in which province the three mining farms of the Company reside.
The Guidance Catalogue of Industry Structural Adjustment (2019 Edition), or the 2019 Guidance Catalogue, promulgated by the National Development and Reform Commission, became effective on January 1, 2020. The 2019 Guidance Catalogue contains a catch-all clause which provides that, if any process, technology, products or equipment is not in compliance with (a) the Law of the People’s Republic of China on Prevention and Control of Atmospheric Pollution, the Law of the People’s Republic of China on Prevention and Control of Water Pollution, the Law of the People’s Republic of China on Prevention and Control of Environmental Pollution Caused by Solid Wastes, the Energy Conservation Law of the People’s Republic of China, the Work Safety Law of the People’s Republic of China, the Product Quality Law of the People’s Republic of China, the Land Administration Law of the People’s Republic of China, the Law of the People’s Republic of China on Prevention& Control of Occupational Diseases or other laws and regulations, (b) national mandatory standards for safety, environmental protection, energy consumption and quality, or (c) the requirements of international environmental conventions or other requirements, they should be restricted or eliminated. We cannot exclude the possibility that the National Development and Reform Commission of China restricts or even prohibits mining operations in China on the basis that mining operations fall under the above-mentioned catch-all clause. The National Development and Reform Commission of China may even update the “Guidance Catalogue for Industry Structural Adjustment” to explicitly restrict or prohibit mining operations in China.
Regulations on Registration of Blockchain Information Service Providers
Entities or nodes providing information services based on blockchain technologies or systems in China are required to be registered with the Cyberspace Administration of China. According to the Administrative Regulations on Blockchain Information Services issued by the Cyberspace Administration of China and effective on February 15, 2019, or the Blockchain Regulation, blockchain information services shall refer to information services provided to the public through internet sites, applications, etc. based on blockchain technologies or systems. The Blockchain Regulations also provide that, a provider of blockchain information services shall fill in its name, service category, service form, application domain, server address and other information through the management system of blockchain information services established by the Cyberspace Administration of China. We do not believe we should make such filing with the Cyberspace Administration of China based on our current business operations. However, uncertainties exist regarding the interpretation and implementation of the Blockchain Regulation, and future Chinese laws and regulations may require us to register or file with Chinese cyberspace authorities.
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C. Organizational Structure
See “—A. History and Development of the Company.”
D. Property, Plant and Equipment
On September 1, 2023, we rented an office at 866 Second Avenue, New York, New York 10017, with 1457 square feet for our operations in the United States. The contract was terminated on Aug, 2024. The new virtual office lease agreement was signed on February 5, 2025 with monthly price of $189.60 and is effective through February 28, 2027.
ITEM 4A. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Overview
SOS Limited is primarily a commodities trading company, operating through its subsidiaries SOS International Trading Co. Ltd, Shuyun International Trading Co. Ltd and Weigou International Trading Co. Ltd, facilitating the trading of commodities including but not limited to mineral resin, soy bean, wheat, sesame, liquid sulfur and latex. The Company also operates as an emerging blockchain-based and big data-driven marketing solution provider and is engaged in blockchain and cryptocurrency operations, which currently include providing hosting services to third-party cryptocurrency miners.
For the fiscal year ended December 31, 2025, our commodities trading segment generated the substantial majority of our total revenues, with hosting services accounting for the remaining portion of our revenues. Cryptocurrency mining revenues were nil in fiscal year 2025.
We temporarily shut down mining operations during 2025, as our mining rigs were no longer cost-effective to operate. We have transitioned our cryptocurrency-related operations to a hosting services model, under which we earn fees from customers who locate and operate mining equipment on our premises.
As of December 31, 2025, we held approximately 802.77 BTC with a fair value of approximately $70.3 million and 2,949.79 ETH with a fair value of approximately $8.8 million. We account for our digital asset holdings at fair value, with changes recognized in earnings each period.
Our results of operations are primarily driven by (i) the volume and margin of commodities trading transactions, (ii) hosting services revenue derived from third-party miners operating on our premises, and (iii) fair value changes in our digital asset holdings. The following discussion and analysis should be read in conjunction with our audited consolidated financial statements and related notes included elsewhere in this annual report.
Total assets and liabilities presented on the Company’s consolidated balance sheets and revenue, expense, net income presented on consolidated statement of operations and comprehensive income as well as the cash flow from operating, investing and financing activities presented on the consolidated statement of cash flows are substantially the financial position, operation and cash flow of the Company’s former VIE and the former VIE’s subsidiaries. As of December 31, 2025, 2024 and 2023 $3.3 million, $11.9 million, and $47.4 million and of cash and cash equivalents were denominated in RMB, respectively. The following table sets forth the assets, liabilities, results of operations and changes in cash, cash equivalents the former VIE and its subsidiaries taken as a whole, which were included in the Company’s consolidated balance sheets and statements of comprehensive income and statements of cash flows with intercompany transactions eliminated.
45
The following financial information of SOS, China SOS, Qingdao SOS Investment (one of WFOEs), Subsidiaries outside China and Subsidiaries outside China was recorded in the accompanying consolidated financial statements:
Condensed Consolidated Balance Sheet
(US$ thousands, except share data and per share data, or otherwise noted)
| 31-Dec-25 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Subsidiaries | Subsidiaries | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| China SOS | Subsidiaries Outside | Subsidiaries Inside | SOS Ltd. | China SOS Ltd. | WOFE | VIE | Inter-company | Outside China | Inside China | SOS
Ltd. Consolidated | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SOS Ltd. | Ltd. | WOFE | China | China | Adjustement(a) | Adjustement(b) | Adjustement(c) | Adjustement(d) | Adjustement(e) | Adjustement(f) | Adjustment | Adjustment | Adjustment | elimination(g) | Adjustment | Adjustment | total | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ASSETS | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Current assets: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash and cash equivlaents | 128 | 42 | 135 | 1,606 | 1,321 | 3,232 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Trading Financial Assets | 200 | 1,982 | 2,182 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounts receivable,net | - | 3,158 | 3,158 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other receivables - net | 230,210 | 325 | - | 2,300 | 226,838 | (149,280 | ) | - | 310,393 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amount due from related parties | - | 900 | - | 8,100 | 30,474 | 39,474 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Inter-company receivable | -46,516 | 178,585 | 291,181 | (126,034 | ) | (332,936 | ) | 35,720 | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Inventory | 23,982 | 23,982 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Intangible assets | - | 6,289 | - | 72,810 | - | 79,099 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Tax recoverable | 15 | - | - | 1,856 | - | - | - | 1,871 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total current assets | 184,037 | 186,141 | 291,316 | (41,218 | ) | (43,325 | ) | 35,720 | - | - | - | - | - | (149,280 | ) | - | - | - | - | - | 463,391 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Non-current assets: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating lease, right-of-use assets | 2 | 2 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Property equipment and software,net | - | - | - | 1,579 | 11 | 1,590 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Goodwill | 72 | 72 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Long-term investments | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Investment in subsidiaries outside China | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Investment in WFOE | 314,335 | -314,335 | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Investment in China SOS | -64,794 | 64,794 | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total non-current assets | - | 249,541 | (314,335 | ) | 66,375 | 83 | - | - | - | - | - | - | - | - | - | - | - | - | 1,664 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total assets | 184,037 | 435,682 | (23,019 | ) | 25,157 | (43,242 | ) | 35,720 | - | - | - | - | - | (149,280 | ) | - | - | - | - | - | 465,055 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| LIABILITIES AND EQUITY | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Current liabilities: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounts payable | - | 11,359 | - | - | 7,988 | 19,347 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amount due to related parties | 1,015 | - | - | 19 | 608 | - | - | 1,642 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating lease liability-current | 2 | 2 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Advance from customers | - | 16,824 | 16,824 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Tax payable | - | - | - | 182 | 182 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other payables | 9 | 154,026 | -43 | 2,696 | 1,228 | -153,976 | - | 3,940 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total current liabilities | 1,024 | 165,385 | (43 | ) | 2,717 | 26,830 | - | - | - | - | - | - | (153,976 | ) | - | - | - | - | - | 41,937 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating lease liabilty-noncurrent | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total non-current liability | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total liabilities | 1,024 | 165,385 | (43 | ) | 2,717 | 26,830 | - | - | - | - | - | - | (153,976 | ) | - | - | - | - | - | 41,937 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Non-controlling interest | (21 | ) | - | (21 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shareholder’s equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Paid up capital | 73,160 | 387,283 | - | 70,951 | (526,352 | ) | 13 | - | 5,055 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Additional paid-in capital | 214,418 | 527,901 | 39,165 | - | - | 781,484 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Statutory Reserve | 161 | 161 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retained earnings | (104,565 | ) | (116,986 | ) | (1 | ) | (48,490 | ) | (67,828 | ) | - | - | (337,870 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accumulated other comprehensive income (loss) | (22,975 | ) | - | (3,954 | ) | (3,458 | ) | 4,696 | (25,691 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Shareholders’ equity | 183,013 | 270,297 | (22,976 | ) | 22,461 | (70,072 | ) | 35,720 | - | - | - | - | - | 4,696 | - | - | - | - | - | 423,139 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Liabilities and shareholders’ equity | 184,037 | 435,682 | (23,019 | ) | 25,157 | (43,242 | ) | 35,720 | - | - | - | - | - | (149,280 | ) | - | - | - | - | - | 465,055 | |||||||||||||||||||||||||||||||||||||||||||||||||||
46
Condensed Consolidated Balance Sheet
(US$ thousands, except share data and per share data, or otherwise noted)
| 31-Dec-24 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Subsidiaries | Subsidiaries | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| China | Subsidiaries Outside | Subsidiaries Inside | SOS Ltd. | China SOS Ltd. | WOFE | VIE | Inter-company | Outside
China | Inside China | SOS
Ltd. Consolidated | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SOS Ltd. | SOS Ltd. | WOFE | China | China | Adjustement(a) | Adjustement(b) | Adjustement(c) | Adjustement(d) | Adjustement(e) | Adjustement(f) | Adjustment | Adjustment | Adjustment | elimination(g) | Adjustment | Adjustment | total | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ASSETS | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Current assets: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash and cash equivalents | 19,885 | 157,252 | 825 | 47,593 | 11,929 | 237,484 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Trading Financial Assets | 200 | 200 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounts receivable,net | 256 | 2,374 | 2,630 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other receivables - net | 5,958 | 973 | - | -700 | 287,068 | -143,018 | - | 150,281 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amount due from related parties | - | 900 | - | 8,100 | 837 | 9,837 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Inter-company receivable | 152,575 | 21,737 | 278,380 | (168,299 | ) | (318,614 | ) | 34,221 | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Inventory | 33,011 | 33,011 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Intangible assets | - | 6,289 | - | 23,584 | - | 29,873 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Tax recoverable | 15 | - | - | 1,808 | - | 1,823 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total current assets | 178,633 | 187,151 | 279,205 | (89,466 | ) | 18,413 | 34,221 | - | - | - | - | - | (143,018 | ) | - | - | 465,139 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Non-current assets: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating lease, right-of-use assets | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Property equipment and software,net | - | 1,025 | - | 16,079 | 39 | 17,143 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Goodwill | 72 | 72 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Long-term investments | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Investment in subsidiaries outside China | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Investment in WFOE | 314,335 | -314,335 | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Investment in China SOS | -64,794 | 64,794 | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Prepaid expense | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total non-current assets | - | 250,566 | -314,335 | 80,873 | 111 | - | - | - | - | - | - | - | - | - | - | - | - | 17,215 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total assets | 178,633 | 437,717 | (35,130 | ) | (8,593 | ) | 18,524 | 34,221 | - | - | - | - | - | (143,018 | ) | - | - | - | - | - | 482,354 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| LIABILITIES AND EQUITY | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Current liabilities: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounts payable | - | 11,359 | - | - | 1,152 | 12,511 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amount due to related parties | 15 | - | - | 19 | 608 | - | - | 642 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating lease liability-current | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Advance from customers | - | 21,498 | 21,498 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Tax payable | - | - | - | 169 | 169 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other payables | 1,241 | 153,976 | - | 1,460 | 9,143 | -153,976 | - | 11,844 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total current liabilities | 1,256 | 165,335 | - | 1,479 | 32,570 | - | - | - | - | - | - | (153,976 | ) | - | - | - | - | - | 46,664 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating lease liabilty-noncurrent | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total non-current liability | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total liabilities | 1,256 | 165,335 | - | 1,479 | 32,570 | - | - | - | - | - | (153,976 | ) | - | - | - | - | - | 46,664 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Non-controlling interest | (6,235 | ) | - | (6,235 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shareholder’s equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Paid up capital | 64,849 | 387,283 | - | 70,951 | (520,905 | ) | 13 | - | 2,191 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Additional paid-in capital | 200,684 | 521,542 | 39,165 | - | - | 761,391 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Statutory Reserve | 161 | 161 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retained earnings | (88,156 | ) | (114,901 | ) | - | (74,788 | ) | (12,416 | ) | - | - | (390,261 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accumulated other comprehensive income (loss) | (35,130 | ) | - | (2,428 | ) | (4,957 | ) | 10,958 | (31,557 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Shareholders’ equity | 177,377 | 272,382 | (35,130 | ) | (3,837 | ) | (14,046 | ) | 34,221 | - | - | - | - | - | 10,958 | - | - | - | - | - | 441,925 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Liabilities and shareholders’ equity | 178,633 | 437,717 | -35,130 | (8,593 | ) | 18,524 | 34,221 | - | - | - | - | - | -143,018 | - | - | - | - | - | 482,354 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
47
Condensed Consolidated Balance Sheet
(US$ thousands, except share data and per share data, or otherwise noted)
| 31-Dec-23 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| China | Subsidiaries | Subsidiaries | SOS Ltd. | China SOS | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SOS Ltd. | SOS Ltd. | WOFE | Outside
China | Inside
China | Adjustment (a) | Adjustment (b) | Adjustment (c) | Adjustment (d) | Adjustment (e) | Adjustment (f) | Ltd. Adjustment | WOFE Adjustment | VIE Adjustment | Consolidated total | ||||||||||||||||||||||||||||||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | ||||||||||||||||||||||||||||||||||||||||||||||
| ASSETS | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Current assets: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash and cash equivalents | 19,447 | 156,811 | 859 | 54,990 | 47,070 | - | - | - | - | - | - | - | - | - | 279,177 | |||||||||||||||||||||||||||||||||||||||||||||
| Investment securities | - | - | - | - | 307 | - | - | - | - | - | - | - | - | - | 307 | |||||||||||||||||||||||||||||||||||||||||||||
| Accounts receivable, net | - | - | - | 231 | 578 | - | - | - | - | - | - | - | - | - | 809 | |||||||||||||||||||||||||||||||||||||||||||||
| Other receivables - net | 7,203 | 490 | - | 2,270 | 217,042 | - | - | - | - | - | - | -147,035 | - | - | 79,970 | |||||||||||||||||||||||||||||||||||||||||||||
| Amount due from related parties | - | 900 | - | 8,100 | 30,582 | - | - | - | - | - | - | - | - | - | 39,582 | |||||||||||||||||||||||||||||||||||||||||||||
| Inter-company receivable | 128,413 | 22,213 | 286,198 | (146,707 | ) | (325,302 | ) | 35,185 | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||
| Inventory | - | - | - | 32,875 | - | - | - | - | - | - | - | - | - | 32,875 | ||||||||||||||||||||||||||||||||||||||||||||||
| Intangible assets | - | 6,289 | - | 15,107 | - | 21,396 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Tax recoverable | 16 | - | - | 1 | 1,262 | - | - | - | - | - | - | - | - | - | 1,279 | |||||||||||||||||||||||||||||||||||||||||||||
| Total current assets | 155,079 | 186,703 | 287,057 | (66,008 | ) | 4,414 | 35,185 | - | - | - | - | - | (147,035 | ) | - | - | 455,395 | |||||||||||||||||||||||||||||||||||||||||||
| Non-current assets: | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Operating lease, right-of-use assets | - | - | - | 377 | - | - | - | - | - | - | - | - | - | - | 377 | |||||||||||||||||||||||||||||||||||||||||||||
| Property equipment and software, net | - | 3,425 | - | 24,557 | 66 | - | - | - | - | - | - | - | - | - | 28,048 | |||||||||||||||||||||||||||||||||||||||||||||
| Goodwill | - | - | - | - | 72 | - | - | - | - | - | - | - | - | - | 72 | |||||||||||||||||||||||||||||||||||||||||||||
| Long-term investments | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Investment in subsidiaries outside China | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Investment in WFOE | - | 314,335 | 314,335 | - | - | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Investment in China SOS | - | -64,794 | - | 64,794 | - | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Prepaid expense | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total non-current assets | - | 252,966 | -314,335 | 89,728 | 138 | - | - | - | - | - | - | - | - | - | 28,497 | |||||||||||||||||||||||||||||||||||||||||||||
| Total assets | 155,079 | 439,669 | (27,278 | ) | 23,720 | 4,552 | 35,185 | - | - | - | - | - | (147,035 | ) | - | - | 483,892 | |||||||||||||||||||||||||||||||||||||||||||
| LIABILITIES AND EQUITY | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Current liabilities: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounts payable | - | 11,359 | - | 24,327 | 1,054 | - | - | - | - | - | - | - | - | - | 36,740 | |||||||||||||||||||||||||||||||||||||||||||||
| Amount due to related parties | 1,015 | - | - | 19 | 607 | - | - | - | - | - | - | - | - | - | 1,641 | |||||||||||||||||||||||||||||||||||||||||||||
| Operating lease liability-current | - | - | - | 377 | - | - | - | - | - | - | - | - | - | - | 377 | |||||||||||||||||||||||||||||||||||||||||||||
| Advance from customers | - | - | - | - | 15,192 | - | - | - | - | - | - | - | - | - | 15,192 | |||||||||||||||||||||||||||||||||||||||||||||
| Tax payable | - | - | - | 2 | 75 | - | - | - | - | - | - | - | - | - | 77 | |||||||||||||||||||||||||||||||||||||||||||||
| Other payables | 241 | 153,976 | - | 7,161 | 90 | - | - | - | - | - | - | 153,976 | - | - | 7,492 | |||||||||||||||||||||||||||||||||||||||||||||
| Total current liabilities | 1,256 | 165,335 | - | 31,886 | 17,018 | - | - | - | - | - | - | (153,976 | ) | - | - | 61,519 | ||||||||||||||||||||||||||||||||||||||||||||
| Operating lease liability-noncurrent | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Total non-current liability | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Total liabilities | 1,256 | 165,335 | - | 31,886 | 17,018 | - | - | - | - | - | (153,976 | ) | - | - | 61,519 | |||||||||||||||||||||||||||||||||||||||||||||
| Non-controlling interest | - | - | - | (3,619 | ) | 5 | - | - | - | - | - | - | - | - | - | (3,614 | ) | |||||||||||||||||||||||||||||||||||||||||||
| Shareholder’s equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Paid up capital | 54,301 | 387,283 | - | 70,951 | (511,886 | ) | 16 | - | - | - | - | - | - | - | - | 665 | ||||||||||||||||||||||||||||||||||||||||||||
| Additional paid-in capital | 177,227 | - | - | - | 513,953 | 39,165 | - | - | - | - | - | - | - | - | 730,345 | |||||||||||||||||||||||||||||||||||||||||||||
| Statutory Reserve | - | - | - | - | 161 | - | - | - | - | - | - | - | - | - | 161 | |||||||||||||||||||||||||||||||||||||||||||||
| Retained earnings | (77,705 | ) | (112,949 | ) | - | (75,498 | ) | (10,520 | ) | - | - | - | - | - | - | - | - | - | (276,672 | ) | ||||||||||||||||||||||||||||||||||||||||
| Accumulated other comprehensive income (loss) | - | - | (27,278 | ) | - | (4,179 | ) | (3,996 | ) | - | - | - | - | - | 6,941 | - | - | (28,512 | ) | |||||||||||||||||||||||||||||||||||||||||
| Total Shareholders’ equity | 153,823 | 274,334 | (27,278 | ) | (4,547 | ) | (12,471 | ) | 35,185 | - | - | - | - | - | 6,941 | - | - | 425,987 | ||||||||||||||||||||||||||||||||||||||||||
| Total Liabilities and shareholders’ equity | 155,079 | 439,669 | -27,278 | 23,720 | 4,552 | 35,185 | - | - | - | - | - | -147,035 | - | - | 483,892 | |||||||||||||||||||||||||||||||||||||||||||||
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Notes
| (a) | SOS placed private equity from a number of investors, SOSINT received it on behalf of SOS. This entry represents that SOS is to pick it up by increasing paid-up & additional paid-up capital by going through inter-company account; |
| (b) | This entry is to eliminate China SOS’s investment in WFOE against WFOE’s paid-up capital, additional paid-up capital and retained earning if any; |
| (c) | This entry is to eliminate SOS’s investment in China SOS against China SOS’s paid-up capital, additional paid-up capital and retained earning if any; |
| (d) | China SOS received F3 financing net of issuance expenses on behalf of SOS. This entry is to increase SOS’s paid-up capital & additional paid-up capital by going through inter-company account to offset other receivables and other payable; |
| (e) | This entry is to re-classify paid-up capital to additional capital by Register of members reconciliation table and re-classify between retained earnings and additional paid-up capital; |
| (f) | This entry is to eliminate SOSNY’s investment in China SOS against China SOS’s paid-up capital, additional paid-up capital and retained earning if any; |
| (g) | This entry represents an inter-company elimination entry between SOS and SOSNY. |
A. Operating Results
Revenue
The following table presents our revenues by revenue source and by proportion for the periods indicated (in thousands, except percentages):
| FY 2025 | FY 2024 | FY 2023 | ||||||||||||||||||||||
| Amount | Percentage | Amount | Percentage | Amount | Percentage | |||||||||||||||||||
| Commodity trading | 144,974 | 93.9 | % | 214,340 | 92.6 | % | 68,409 | 74.0 | % | |||||||||||||||
| Cryptocurrency Mining | - | - | % | 9,258 | 4.0 | % | 18,898 | 20.4 | % | |||||||||||||||
| Hosting service | 7,501 | 4.9 | % | 6,506 | 2.8 | % | 2,365 | 2.6 | % | |||||||||||||||
| Other | 1,815 | 1.2 | % | 1,320 | 0.6 | % | 2,744 | 3.0 | % | |||||||||||||||
| Total | 154,290 | 100.0 | % | 231,424 | 100.0 | % | 92,416 | 100.0 | % | |||||||||||||||
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The company reported a significant decrease in commodity trading revenue, which dropped to $145.0 million FY 2025, accounting for 93.9% of total revenue—up from 92.6% in FY 2024. This decline was due to sluggish demand based on the market conditions.
Cryptocurrency mining revenue declined to $0 million from $9.3 million in FY 2024. During 2025, the Company did not engage in cryptocurrency mining activities due to economic factors and the lack of suitable mining equipment. Accordingly, no mining revenue was recognized during the year. Instead, the Company shifted to attracting customers to mine on its premises, earning hosting fees. As a result, hosting service revenue increased from $6.5 million in FY 2024 to $7.5 million in FY 2025 representing a 15.3% year on year.
Revenue from other segments, primarily the auto insurance business, remained stable, reflecting $0.5 million increase from $1.3 million in FY 2024 to $1.8 million in FY2025.
As of December 31, 2025, SOS has focused on four product lines and services, including commodity trading, cryptocurrency mining, hosting service and others, constitute 93.9%, 0%, 4.9% and 1.2% of the total revenues, respectively.
The Chinese government’s ban on certain types of cryptocurrency mining in mainland China at the end of June 2021 caused the Company to lose BTC and ETH production capacity. As a result of being unable to continue currency mining business in China, the Company began transitioning the crypto-mining business to Wisconsin, USA.
The Company bought and sold commodity products such as sesame, sulfur, rubber, mung bean, asphalt and circuit modular units. The company recognizes revenue when the product has been delivered, title to the good and risk associated with it has been transferred to the customer. Revenue generated from commodity trading amounts to $14.3 million during the year of 2025 representing 94.0% of the total sales.
Bitcoin Production
The following table presents our bitcoin mining activities for the year ended December 31, 2025.
| Number
of bitcoins (1) | Amount (2) | |||||||
| Balance as of December 31, 2024 | 802.77 | $ | 26,347,993 | |||||
| Receipt of BTC from mining services and investment income | - | - | ||||||
| Cumulative effect upon adoption of ASU 2023-08 | - | 49,562,099 | ||||||
| Fair value loss of BTC | - | (5,577,245 | ) | |||||
| Balance as of December 31, 2025 | 802.77 | 70,332,847 | ||||||
| (1) | Includes bitcoins and bitcoin equivalents. |
| (2) | Effective for fiscal years beginning after December 15, 2024, the Company adopted ASU 2023-08, which requires certain crypto assets to be measured at fair value each reporting period, with changes in fair value recognized in net income; cumulative effect to opening retained earning. No production was generated from BTC pool during FY 2025; there are 802.77 units of BTC as at December 31, 2025 which were carried over from FY 2024 |
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The following table presents our Ethereum mining activities for the year ended December 31, 2025.
| Number
of Ethereum (1) | Amount (2) | |||||||
| Balance as of December 31, 2024 | 2,949.79 | $ | 3,525,001 | |||||
| Receipt of ETH from mining services and investment income | - | - | ||||||
| Cumulative effect upon adoption of ASU 2023-08 | - | 6,386,706 | ||||||
| Fair value loss | - | (1,145,846 | ) | |||||
| Balance as of December 31, 2025 | 2,949.79 | 8,765,861 | ||||||
| (1) | Includes Ethereum and Ethereum equivalents. |
| (2) | Effective for fiscal years beginning after December 15, 2024, the Company adopted ASU 2023-08, which requires certain crypto assets to be measured at fair value each reporting period, with changes in fair value recognized in net income; cumulative effect to opening retained earning. No production was generated from ETH pool during FY 2025; there are 2,949.79 units of ETH as at December 31, 2025 which were carried over from FY 2024 |
Realized gain on exchange of digital assets
We record digital assets at cost and any gains or losses from sales of digital assets are recorded as “Realized gain (loss) on exchange of “digital assets” in the consolidated statements of operations. For the year ended December 31, 2024-2025, we did not record the realized gain on exchange of digital assets.
Cost of Revenues
Revenue costs increased from $78.2 million in 2023 to $224.4 million in 2024, increase of $146.2 million. Revenue costs decreased from $224.4 million in 2024 to $152.0 million in 2025, decrease of $72.3 million. It includes the cost of goods sold for commodity trading, maintenance expenses and power supply, salaries & benefits for on-site staffs, software amortization and hardware depreciation for cryptocurrency mining rigs.
Operating Expenses
The following table presents our operating expenses by nature and by proportion for the periods indicated (in thousands, except percentages):
| FY 2025 | FY 2024 | FY 2023 | ||||||||||||||||||||||
| Selling | $ | 5,278 | 5 | % | $ | 2,774 | 10 | % | $ | 672 | 4 | % | ||||||||||||
| General and administrative | 88,407 | 88 | % | 18,136 | 63 | % | 11,058 | 58 | % | |||||||||||||||
| Share-based compensation | 7,170 | 17 | % | 7,735 | 27 | % | 7,264 | 38 | % | |||||||||||||||
| $ | 100,855 | $ | 28,645 | $ | 18,994 | |||||||||||||||||||
Operating expenses increased from $19.0 million in 2023 to $28.6 million in 2024, representing an increase of $72.2 million to $100.9 million in 2025.
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Selling expenses
Selling expenses were $5.3 million for 2025, compared to $2.8 million and $0.7 million, respectively, for 2024 and 2023.
In both 2025 and 2024, the year-on-year increase was primarily driven by a $1.4 million rise in transportation expenses for coal, with the total increase amounting to $2.5 million (up 90%) in 2025 and $2.1 million (down 300%) in 2024.
General and administrative expenses
General and administrative expenses were $88.4 million for 2025, compared to $18.1 million and $11.1 million, respectively, for 2024 and 2023.
The year-on-year increase for 2025 was $70.2 million, representing a year-on-year increase of 387.5%. The increase mainly attributable to $11.6 million increase in impairment for mining machine, $1.0 million increase in impairment for fixed assets, $2.2 million increase in professional services fee, $6.7 million in impairment of cryptocurrencies, and $1.5 million and $51.2 million in allowance for credit losses in Account receivables and Other account receivables respectively.
In 2024, G&A expenses for the year-on-year basis increased by $7.1 million, reflecting an overall of 64% increase, mainly attributable to the increase in depreciation of the Company’s mining rigs of $5.9 million.
Share-based compensation expenses
Share-based compensation expenses decreased from $7.7 million in 2024 to $7.2 million in 2025.
Operating Loss
The Company had an operating loss of $98.6 million for 2025, compared to an operating loss of $21.6 million and an operating loss of $4.8 million, respectively, for 2024 and 2023.
Other Income / (Expense)
Other expense was $1.3 million for 2025, compared to $5.6 million and $1.0 million, respectively, for 2024 and 2023.
Income Tax Expense
The company incurred $1k in corporate income tax mainly from mainland Chinese business of commodity trading segments for the current period compared to $0.2 million last year.
Net Loss
As a result of the foregoing, we had net loss from continuing operations of $97.3 million and $16.2 million for 2025 and 2024, respectively, compared to a net loss of $6.4 million, for 2023.
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B. Liquidity and Capital Resources
Our principal sources of liquidity are cash and cash equivalents and cash flows generated from our operations.
As of December 31, 2025, we had cash and cash equivalents of approximately $3.2 million, compared to $228.1 million for the period ended December 31, 2024. The net decrease in cash flow was mainly due to decrease in operating cash inflow generated from decrease in gross margin of commodity trading revenue and increase in cash outflow of other receivable of $213.8 million.
The Company believes that its cash resources are adequate to fund its current operations and short-term growth initiatives, current liquidity and capital resources are sufficient to meet anticipated working capital needs (net cash used in operating activities), commitments, capital expenditures and for at least the next twelve months. The Company may, however, require additional cash resources due to changes in business conditions and other future developments, or changes in general economic conditions.
Cash Flows and Working Capital
| Year ended December 31, | Year ended
December 31 | Year ended
December 31, | ||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Net cash (used in)/generated from operating activities | (246,484 | ) | (63,558 | ) | 9,708 | |||||||
| Net cash used in investing activities | (38 | ) | - | - | ||||||||
| Net cash generated from financing activities | 15,790 | 24,550 | 17,596 | |||||||||
| Effect of exchange rates on cash | 5,833 | (2,685 | ) | (7,619 | ) | |||||||
Net Cash Provided by/(Used in) Operating Activities
The Years Ended December 31, 2025 and 2024
Net cash used in operating activities was $63.6 million for the year ended December 31, 2024, which increased to $246.5 million which is used in 2025. The decrease was primarily due to the following major changes in our working capital and non-cash items:
| ● | A cash outflow of $211.3 million from changes in other receivables for the year ended December 31, 2025, compared with a cash outflow of $69.3 million for the previous year. | |
| ● | A cash outflow of $2.1 million in accounts receivable for the year ended December 31, 2025, compared with a cash inflow of $2.9 million for the previous year. |
The Years Ended December 31, 2024 and 2023
Net cash generated from operating activities was $9.7 million for the year ended December 31, 2023, which decreased to $63.6 million which is used in 2024. The decrease was primarily due to the following major changes in our working capital and non-cash items:
| ● | A cash outflow of $5.3 million from change in inventory for the year ended December 31, 2024, compared with a cash inflow of $13.2 million for the previous year. | |
| ● | A cash outflow of $69.3 million from changes in other receivables for the year ended December 31, 2024, compared with a cash outflow of $25.2 million for the previous year. | |
| ● | A cash outflow of $2.0 million in accounts receivable for the year ended December 31, 2024, compared with a cash inflow of $1.2 million for the previous year. |
Net Cash Used in Investing Activities
Years Ended December 31, 2025 and 2024
The net cash used in investing activities was $38k and nil for the year ended December 31, 2025 and 2024.
Years Ended December 31, 2024 and 2023
The net cash used in investing activities was nil for the year ended December 31, 2024 and 2023.
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Net Cash Generated from Financing Activities
Years Ended December 31, 2025 and 2024
The net cash generated from financing activities was $15.8 million for the year ended December 31, 2025, a decrease of $8.8 million compared to the same period of 2024. During the year ended December 31, 2025, the Company received aggregate net proceeds of $15.8 million from PIPE and warrant exercises in 2025 compared to $24.6 million in the same period of 2024.
Years Ended December 31, 2024 and 2023
The net cash generated from financing activities was $24.6 million for the year ended December 31, 2024, an increase of $10.0 million compared to the same period of 2023. During the year ended December 31, 2024, the Company received aggregate net proceeds of $24.9 million from registered direct offerings in 2023 compared to $17.9 million in the same period of 2023.
We have financed our operations primarily through cash flows from operations, working capital from our shareholders, and equity financing through public and private offerings of our securities. We plan to support our future operations primarily from cash generated from our operations and equity financing.
Private Placements
On July 31, 2025, the Company raised gross proceeds of approximately $7.5 million through private placements with certain non-U.S. investors.
GAAP Operating Loss and EPS
The Company had an operating loss of $98.6 million for 2025, compared to an operating loss of $21.6 million, for 2024.
GAAP EPS Basic (Diluted EPS is the same as EPS Basic) was $(6.0184) per share for the period ended December 31, 2025, as compared to $(4.4850) per share for the period ended December 31, 2024.
C. Research and Development, Patents and Licenses, etc.
Research and development, patents and licenses, etc.
As of December 31, 2025, SOS Institution of Research& Development in Qingdao has achieved the following registered IPs in decentralized block-chain technology system, including:
SOS-Qingdao Research Institute (2021)
In line with the Company development direction, the R&D department of SOS-Qingdao Research Institute has achieved gratifying achievements in 2021. Major R&D achievements attained include the following platforms:
| ● | SOS cloud blockchain firewall system (software copyright certified) |
| ● | SOS cloud blockchain personal bioinformation storage system (software copyright certified) |
| ● | SOS cloud blockchain decentralized antivirus system (software copyright certified) |
| 1. | Blockchain Inventory Management system for international trade (in operation). SOS Inventory Management System is a decentralized intelligent product track-and-trace platform that leverages blockchain technology. It provides reliable and comprehensive solution to traceability issues in value chain. The intelligent digital trading platform uses blockchain technology to digitize the commodity information across the full value chain, from product origin, manufacturers, channels, retailers, promoters to consumers. The information of each participant can be viewed in the blockchain. The structure of blockchain ensures that each step in the production is accountable and traceable. |
| 2. | Blockchain supercomputing center management system (in operation): The R&D department of SOS-Qingdao Research Institute cooperates with Fish Pond, the world’s largest Bitcoin mining pool and Litecoin mining pool service provider, to develop its own backend management system to assist the overseas business expansion of SOS Supercomputing Center. |
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Insurance promotion industry research and development
SOS is committed to the development of insurance product promotion projects, including:
| ● | SOS Cloud Alliance System: Integration of resources across industries to jointly promote the transformation, upgrade, development and integration of the insurance market to create an open platform, mainly for the accurate promotion of insurance products. |
| ● | Yuge CRS agent distribution system: for insurance agents, brokers tailor-made development of a set of high-tech intelligent system for insurance business tracking and promotion of orders, through which the system can be managed, viewed, modified, quantified, inquired and other management operations, so that the process is standardized, improving work efficiency. |
| ● | AI Smart and Artificial Electronic Marketing System: Developed automatic external voice robot for screening effective customer resources and manual tracking through manual electronic marketing system to improve the efficiency of ordering. |
| ● | SOS Big Data Platform: Big Data Integration, Ledger Management Platform, can organize, match, process customer resources, high-performance data sharing services and provide compliance basis for relevant departments. |
The foregoing R&D is being conducted through the cooperation of more than 60 high-tech talents and a number of project leaders. The R&D project is mainly being developed through, Java, .Net, PHP, Android and IOS, and continuous system upgrades, and functional expansions.
Cryptocurrency mining industry research and development
| ● | Secure wallet |
| ■ | Private key local secure save, support for a variety of wallet types, nation code backups for anti-loss, multi-signature anti-theft system, ease of import and export for wallet. |
| ■ | Add digital assets with one click, track trading trends in real time, and view asset balance changes. |
| ■ | Follow the world’s major exchange prices and price alerts, seize investment opportunities with built-in trading exchange services. |
| ■ | Integrate third-party DAP interactions with push industry information, technology advances, and multi-dimensional data information to discover investment opportunities. |
| ● | Private mine pool |
| ■ | Support for multi-currency mining (tentative support for ETH, BTC) |
| ■ | Intuitive revenue calculator, to fill in one’s own mining machine’s calculation power, so that each time one opens the wallet, he or she may intuitively see which currency is currently being mined with a higher yield, to help create mining strategies. |
| ■ | Information-rich monitoring interface computing power, estimated daily revenue, temperature, power consumption, electricity charges, fans, graphics card serial number, graphics card name, PCI socket, etc. |
The foregoing R&D is being conducted through the cooperation of more than 39 high-tech talent and a number of system analysis management personnel. The R&D project is mainly being developed through C++, Python, Go, Java, .Net, PHP, Android, and IOS, with constant system upgrades and feature expansions.
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D. Trend Information
Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the year ended December 31, 2022 that are reasonably likely to have a material adverse effect on our revenues, net income, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial conditions.
E. Critical Accounting Estimates
Critical Accounting Estimates
Our discussion and analysis of our financial condition and results of operations relates to our consolidated financial statements, which have been prepared in accordance with United States of America generally accepted accounting principles (“U.S. GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures.
For a detailed discussion of our significant accounting policies and related judgments, please see “Note 2—Summary of Significant Accounting Policies”. You should read the following description of critical accounting estimates in conjunction with our consolidated financial statements and other disclosures included in this annual report.
Discontinued Operations
On December 5, 2023, the entity was deregistered following a period of dormancy with limited operational activity.
On October 4, 2022, the Company’s Board of Directors and the Special Committee passed a resolution to sell the operation of S International Group Limited and SOS Information Technology Co., Ltd to S International Holdings Limited (“Purchaser”), a Cayman Islands exempt company in cash consideration of $17,000,000. The Company does not believe that the disposition will have a significant, material impact on the Company’s consolidated financial statements. Mr. Yandai Wang, Chief Executive Officer and Chairman of the Board of Directors of the Company, holds 45% of the Purchaser’s equity interests, and Ms. Yilin Wang, original shareholder of the VIE and legal representative of SOS Information Technology Co., Ltd., a subsidiary of the VIE, holds 40% of the Purchaser’s equity interests. As a result, the disposition is a related party transaction. In accordance with ASC 205-20, the Company presented the operating results from these operations as a discontinued operation.
Segment Information Reclassification
The Company’s chief operating decision maker has been identified as the Chief Executive Officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company. The Company considers itself to be operating within single reportable segment.
Impact of Recently Issued Accounting Pronouncements
The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of the change to its condensed consolidated financial statements and assures that there are proper controls in place to ascertain that the Company’s condensed consolidated financial statements properly reflect the change.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). ASU 2024-03 requires, in the notes to the financial statements, disclosures of specified information about certain costs and expenses specified in the updated guidance. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the impact the updated guidance will have on its disclosures.
In May 2025, FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity, which amends the guidance for identifying the accounting acquirer in transactions involving the acquisition of a variable interest entity that meets the definition of a business. The new standard is effective for the Company for its annual periods beginning January 1, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard.
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On September 18, 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Topic ASC 350-40) which amends certain aspects of the accounting for and disclosure of software costs under ASC 350-40. The ASU makes targeted improvements to ASC 350-40 but does not fully align the framework for accounting for internally developed software costs that are subject to ASC 350-40 with the framework applied to software to be sold or marketed externally that is subject to ASC 985-20. The ASU also does not amend the guidance on costs of software licenses that are within the scope of ASC 985-20. The amendments supersede the guidance on Web site development costs in ASC 350-50 and relocate that guidance, along with the recognition requirements for development costs specific to Web sites, to ASC 350-40. The new guidance will be effective for all entities for annual periods beginning after December 15, 2027. Early adoption is permitted as of the beginning of an annual reporting period. The guidance can be applied on a fully prospective basis, a modified basis for in-process projects, or a full retrospective basis. The Company is currently evaluating the impact of adopting the standard.
Recent Developments
Financings
March 2025 Private Placement
On March 19, 2025, SOS Limited entered into a securities purchase agreement with certain non-U.S. investors pursuant to Regulation S under the Securities Act of 1933, as amended, for the sale of an aggregate of 222,337,500 units at a purchase price of $0.034666 per unit, for aggregate gross proceeds of approximately $7.7 million. Each unit consisted of one Class A ordinary share and one warrant to purchase three Class A ordinary shares at an initial exercise price of $0.0398 per share (approximately $5.97 per ADS). The warrants were immediately exercisable, expire five years from issuance, and contain customary anti-dilution provisions and mandatory exercise provisions. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes. The transaction closed on April 9, 2025 following the satisfaction of all closing conditions.
July 2025 Registered Direct Offering and Concurrent Private Placement
On July 31, 2025, SOS Limited entered into a securities purchase agreement with certain non-affiliated institutional investors pursuant to which the Company sold 2,142,855 American Depositary Shares in a registered direct offering at a combined offering price of $3.50 per ADS and accompanying warrant, resulting in aggregate gross proceeds of approximately $7.5 million before deducting placement agent fees and offering expenses. In a concurrent private placement, the Company issued unregistered warrants to purchase up to an aggregate of 4,285,710 ADSs, with each warrant immediately exercisable at an exercise price of $3.50 per ADS and expiring five and one-half years from the initial exercise date. The warrants and the ADSs issuable upon exercise thereof were issued in a private placement pursuant to Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. The Company agreed to file a registration statement covering the resale of the warrants and the ADSs issuable upon exercise thereof. The Company also agreed to a 90-day restriction on the issuance of ADSs, ordinary shares or ordinary share equivalents, subject to certain exceptions, and the Company’s officers, directors and certain significant shareholders entered into 90-day lock-up agreements. Maxim Group LLC acted as the exclusive placement agent for the offering. The Company intends to use the net proceeds for working capital and general corporate purposes. The offering closed on July 31, 2025.
Termination of ADR Program
On September 8, 2025, in connection with a 150-for-one consolidation of the Company’s ordinary shares approved by shareholders at an extraordinary general meeting held on August 11, 2025, the Company terminated its ADS program and the Deposit Agreement with Citibank, N.A., as depositary. All outstanding ADSs were automatically cancelled, and each ADS holder received one (1) Class A Ordinary Share, par value US$0.75 per share, for each ADS cancelled. Following the termination, the Company’s Class A Ordinary Shares commenced direct trading on the New York Stock Exchange.
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ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. Directors and Senior Management
The following table sets forth information regarding our directors and executive officers as of the date of this annual report.
| Name | Age | Position with the Company | ||
| Executive Officers: | ||||
| Yandai Wang | 49 | Executive Chairman and Chief Executive Officer | ||
| Li Sing Leung | 59 | Chief Financial Officer and Director | ||
| Directors: | ||||
| Russell Krauss | 67 | Director | ||
| Douglas L. Brown | 68 | Independent Director | ||
| Shuo Li | 45 | Independent Director | ||
| Wenbin Wu | 64 | Independent Director |
Executive Officer Biographies
Mr. Yandai Wang has been the Chief Executive Officer of the Company and Executive Chairman of the Board since May 2020. Mr. Wang has served as Chief Executive Officer of SOS since November 2018 and executive chairman of Yongbao Group since April 2015. He has over 20 years of industrial experience in emergency rescue, telecom and call center services. Mr. Wang received his bachelor’s degree in Information Technology and Management from Information Engineering University in 2014 and studied Economic Management at University of San Francisco in 2019.
Mr. Li Sing Leung has been the Financial Controller of Transfar International Group Limited from May 2018 to May 2020, which a conglomerate listed in mainland China mainboard capital market He served as the as the Managing Director of Hong Kong and Shanghai Business Corporation from November 2016 to April 2018. Mr. Li has over twenty five years of combined experience in auditing, accounting, international tax planning, merger & acquisition, corporate financing, valuation and public relationship with investors etc. Mr. Li obtained his bachelor’s degree in Commerce from the University of New South Wales, Australia, and a MBA from the University of Texas at Arlington, USA. Mr. Li is a member of Certified Practicing Accountants of Australia, a fellow member of the Association of Chartered Certified Accountants UK; a full member of Institute of Chartered Accountants of Singapore; a full member of Hong Kong Institute of Certified Public Accountants, a member of American Institute of Certified Public Accountants, respectively and holds a CPA license issued by the Colorado State Board of Accountancy, USA. In January 2024, Mr. Li was awarded of Specialist Certificates in Securities and Corporate Finance respectively by Hong Kong Securities and Investment Institute, a licensing examination body of the Securities and Futures Commission. From 2023 to 2025, Mr. Li passed FINRA Series 7, 63, 79 and 24 respectively.
Directors Biographies
Mr. Douglas L. Brown has been an independent non-executive director on our board since 2007. Mr. Brown is the founder and chairman of DLB Capital, which is a private equity firm with a focus on development and startup companies in the financial services industry in the United States and China. He has held his positions at DLB Capital since 2006. Prior to DLB Capital, Mr. Brown held the position of vice chairman—investment banking at Morgan Stanley where, among other responsibilities, he advised on initial public offerings and the privatization of Chinese state-owned financial institutions. Mr. Brown was also the non-executive chairman of HighTower Advisors, LLC from its founding in 2007 to 2011, and was its first institutional investor through DLB Capital. He continues to serve as a director of HighTower Advisors, LLC. Mr. Brown also serves as a director of Transamerica Corporation, a position he has held since 2008. Mr. Brown received his bachelor’s degree from Bowdoin College.
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Mr. Russell Krauss served as our co-chief executive officer from September 2018 to September 30, 2019, vice-chairman from September 2018 to September 30, 2019, and prior to that served as an independent non-executive director on our board since October 2016. Previously, Mr. Krauss served as a Senior Vice President, Accounts and Business Operations for DXC Technology from 2017 to 2018. In that role, he was responsible for enterprise-wide operations, acted as chief client officer and oversaw top accounts for the $24 billion business. Prior to that, he was vice president and managing director for several of EDS’ (and then HP’s) largest businesses where he drove significant value for both clients and shareholders through major transformation initiatives. Prior to that, Mr. Krauss was vice president and CIO for the New York Power Authority, the largest non-federal utility in the U.S. He led the Y2K transition of one of the nation’s “Top 10 Critical Infrastructure” entities and was the executive responsible for a $1.4 billion divestiture of the Nuclear Generation business—the largest transaction of its kind in U.S. history. Krauss has served as business leader and division CIO in Westinghouse Electric Corporation and United Technologies Corporation. He received his MBA from the University of New Haven and bachelor’s degree in Computer Science from State University, New York.
Mr. Shuo Li has served as the Vice President of Saibo Holdings Group Co., Ltd since July 2021. Before that, Mr. Li was the regional manager of Beike Holdings Limited from May 2018 to July 2021. Mr. Li earned his Master’s degree in public administrations from China Ocean University in 2010 and his Bachelor’s degree in physics education from Shandong Normal University in 2003.
Mr. Wenbin Wu has served as our independent director since May 2020. has been appointed an independent director of the Board as a nominee of YBT. Mr. Wu currently serves as the Chairman of Shenzhen Rongde Investments Ltd. and Shenzhen Rongde Enterprise Management Advisory Company. Mr. Wu also has served as executive director of Shenzhen ZhongHengHe Asset Management Ltd. and as an IPO consultant of Shenzhen Rongle Culture Media Group Ltd. Mr. Wu studied Financial Accounting and Social Science at Zhengzhou University of Aeronautics-ZUA and Nanjing University of Aeronautics and Astronautics and received a bachelor’s degree of Law and a MBA certificate from Queen’s University of Brighton.
B. Compensation
For the fiscal year ended December 31, 2025, we paid an aggregate of approximately $2.38 million in cash to our directors and executive officers and granted an aggregate of 2,934,447 restricted share units to our directors and executive officers. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our executive officers and directors. In accordance with the PRC law, our PRC subsidiary and consolidated affiliated entity and its subsidiaries are required by law to make contributions equal to certain percentages of each employee’s salary for his or her pension insurance, medical insurance, unemployment insurance and other statutory benefits and a housing provident fund.
Employment Agreements
We and our subsidiaries have entered into one or more employment agreements with each of our executive officers. Under these agreements, each of our executive officers is employed for a specified time period subject to renewals upon mutual consent unless written notice is given by us or the executive officer within a specified time prior to the end of the then-current term.
Confidentiality
Each executive officer has agreed to hold, both during and after the termination or expiry of his employment agreement, in strict confidence and not to use, except as required in the performance of his or her duties in connection with the employment or pursuant to applicable law, any of our confidential information, trade secrets, know-how or confidential business information. The executive officers have also agreed to disclose in confidence to us all inventions, designs and trade secrets which they conceive, develop or reduce to practice during the executive officer’s employment with us and to assign all right, title and interest in them to us, and assist us in obtaining and enforcing patents, copyrights and other legal rights for these inventions, designs and trade secrets.
Non-Competition and Non-Solicitation
In addition, each executive officer has agreed to be bound by non-competition and non-solicitation restrictions during the term of his or her employment and for at least one year following the last date of employment. Specifically, each executive officer has agreed not to (i) solicit, divert or take away any of our customers or business existing at the time of the termination of employment or (ii) directly or indirectly compete with our existing, planned or proposed business. In addition, executive officers shave agreed for a period of two years following the termination of their employment with us to not solicit or discuss the employment or retention of our employees or consultants while such employees or consultants are in our employ and for a six-month period thereafter.
Indemnification Agreements
We have entered into indemnification agreements with each of our directors and executive officers. Under these agreements, we agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or executive officer of our company.
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Share Incentive Plans
2025 Equity Incentive Plan
Our 2025 Equity Incentive Plan was adopted on July 2, 2025, to attract and retain the best available personnel for positions of responsibility, provided additional incentive to employees and service providers and promote the success of our business. The equity incentive plan provided for the grant of incentive stock options, or ISOs, within the meaning of Section 422 of the Code, to our employees and any of our subsidiaries’ employees (including officers and inside directors), and for the grant of non-statutory stock options, or NSOs, stock appreciation rights, or SARs, restricted stock, restricted share units, performance units and performance shares to our employees, directors and consultants.
On December 31, 2025, we issued 1,233,193 Class A Ordinary Shares to our officers, directors and employees pursuant to the 2025 Equity Incentive Plan.
Authorized Shares. The maximum aggregate number of shares that may be issued under the 2025 Equity Incentive Plan is 152,862,155 of our Class A Ordinary Shares (pre-2025 Share Consolidation). Vested restricted share units will be settled with one Class A ordinary share. Class A Ordinary Shares issued pursuant to awards under the 2025 Equity Incentive Plan that we repurchase or that are forfeited, as well as Class A Ordinary Shares used to pay the exercise price of an award or to satisfy the tax withholding obligations related to an award, will become available for future grant under the 2025 Equity Incentive Plan. In addition, Class A Ordinary Shares will not be deemed to have been issued under the 2025 Equity Incentive Plan with respect to any portion of an award that is paid out in cash rather than Class A Ordinary Shares. During the term of the 2025 Equity Incentive Plan, we will at all times reserve and keep available a sufficient number of Class A Ordinary Shares to satisfy the requirements of the 2025 Equity Incentive Plan.
Plan Administration. The 2025 Equity Incentive Plan is administered by our compensation committee and/or one or more additional committees of directors or other individuals or compensation consultants appointed by our board of directors in accordance with the terms of the 2025 Equity Incentive Plan. To the extent that the administrator decides to qualify an award as performance-based compensation, the 2025 Equity Incentive Plan will be administered by a committee of two or more outside directors. Subject to the provisions of the 2025 Equity Incentive Plan, the administrator has the power to determine the terms of awards, including the recipients, the exercise price, if any, the number of shares subject to each award, the fair value of a share of our Class A Ordinary Shares, the vesting schedule applicable to the awards, together with any vesting acceleration, and the form of consideration, if any, payable upon exercise of the award and the terms of the award agreement for use under the 2025 Equity Incentive Plan.
2023 Equity Incentive Plan
Our 2023 Equity Incentive Plan was adopted on March 2, 2023, to attract and retain the best available personnel for positions of responsibility, provided additional incentive to employees and service providers and promote the success of our business. The equity incentive plan provided for the grant of incentive stock options, or ISOs, within the meaning of Section 422 of the Code, to our employees and any of our subsidiaries’ employees (including officers and inside directors), and for the grant of non-statutory stock options, or NSOs, stock appreciation rights, or SARs, restricted stock, restricted share units, performance units and performance shares to our employees, directors and consultants.
On August 18, 2024, we issued all Class A Ordinary Shares to our officers, directors and employees pursuant to the 2023 Equity Incentive Plan.
Authorized Shares. The maximum aggregate number of shares that may be issued under the 2023 Equity Incentive Plan is 445,000,000 of our Class A Ordinary Shares (pre-2023 Share Consolidation). Vested restricted share units will be settled with one Class A ordinary share. Class A Ordinary Shares issued pursuant to awards under the 2023 Equity Incentive Plan that we repurchase or that are forfeited, as well as Class A Ordinary Shares used to pay the exercise price of an award or to satisfy the tax withholding obligations related to an award, will become available for future grant under the 2023 Equity Incentive Plan. In addition, Class A Ordinary Shares will not be deemed to have been issued under the 2023 Equity Incentive Plan with respect to any portion of an award that is paid out in cash rather than Class A Ordinary Shares. During the term of the 2023 Equity Incentive Plan, we will at all times reserve and keep available a sufficient number of Class A Ordinary Shares to satisfy the requirements of the 2023 Equity Incentive Plan.
Plan Administration. The 2023 Equity Incentive Plan is administered by our compensation committee and/or one or more additional committees of directors or other individuals or compensation consultants appointed by our board of directors in accordance with the terms of the 2023 Equity Incentive Plan. To the extent that the administrator decides to qualify an award as performance-based compensation, the 2023 Equity Incentive Plan will be administered by a committee of two or more outside directors. Subject to the provisions of the 2023 Equity Incentive Plan, the administrator has the power to determine the terms of awards, including the recipients, the exercise price, if any, the number of shares subject to each award, the fair value of a share of our Class A Ordinary Shares, the vesting schedule applicable to the awards, together with any vesting acceleration, and the form of consideration, if any, payable upon exercise of the award and the terms of the award agreement for use under the 2023 Equity Incentive Plan.
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2022 Equity Incentive Plan
Our 2022 Equity Incentive Plan was adopted on October 4, 2022, to attract and retain the best available personnel for positions of responsibility, provided additional incentive to employees and service providers and promote the success of our business. The equity incentive plan provided for the grant of incentive stock options, or ISOs, within the meaning of Section 422 of the Code, to our employees and any of our subsidiaries’ employees (including officers and inside directors), and for the grant of non-statutory stock options, or NSOs, stock appreciation rights, or SARs, restricted stock, restricted share units, performance units and performance shares to our employees, directors and consultants.
As of the date of this report, we have not issued any Class A Ordinary Shares to our officers, directors and employees pursuant to the 2022 Equity Incentive Plan.
Authorized Shares. The maximum aggregate number of shares that may be issued under the 2022 Equity Incentive Plan is 447,836,077 of our Class A Ordinary Shares (pre-2023 Share Consolidation). Vested restricted share units will be settled with one Class A Ordinary Share. Class A Ordinary Shares issued pursuant to awards under the 2022 Equity Incentive Plan that we repurchase or that are forfeited, as well as Class A Ordinary Shares used to pay the exercise price of an award or to satisfy the tax withholding obligations related to an award, will become available for future grant under the 2022 Equity Incentive Plan. In addition, Class A Ordinary Shares will not be deemed to have been issued under the 2022 Equity Incentive Plan with respect to any portion of an award that is paid out in cash rather than Class A Ordinary Shares. During the term of the 2023 Equity Incentive Plan, we will at all times reserve and keep available a sufficient number of Class A Ordinary Shares to satisfy the requirements of the 2022 Equity Incentive Plan.
Plan Administration. The 2022 Equity Incentive Plan is administered by our compensation committee and/or one or more additional committees of directors or other individuals or compensation consultants appointed by our board of directors in accordance with the terms of the 2022 Equity Incentive Plan. To the extent that the administrator decides to qualify an award as performance-based compensation, the 2022 Equity Incentive Plan will be administered by a committee of two or more outside directors. Subject to the provisions of the 2022 Equity Incentive Plan, the administrator has the power to determine the terms of awards, including the recipients, the exercise price, if any, the number of shares subject to each award, the fair value of a share of our Class A Ordinary Shares, the vesting schedule applicable to the awards, together with any vesting acceleration, and the form of consideration, if any, payable upon exercise of the award and the terms of the award agreement for use under the 2022 Equity Incentive Plan.
Compensation Consultant
Our board of directors is authorized to engage its own independent consultant to advise it with respect to executive compensation matters. While the board of directors may rely on external information and advice, the decisions made by the board of directors may reflect factors and considerations other than, or that may differ from, the information and recommendations provided by any external compensation consultants that may be retained from time to time.
C. Board Practices
Our board of directors consists of six directors, including two executive directors and four non-executive directors. The powers and duties of our directors include convening general meetings and reporting our board’s work at our shareholders’ meetings, declaring dividends and distributions, determining our business and investment plans, appointing officers and determining the term of office of the officers, preparing our annual financial budgets and financial reports, formulating proposals for the increase or reduction of our authorized capital as well as exercising other powers, functions and duties as conferred by our articles of association. Our directors may exercise all the powers of our company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof, to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of our company or of any third party. A director is not required to hold any shares in our company to qualify to serve as a director.
Subject to NYSE rules, a director may vote in respect of any contract or proposed contract or arrangement notwithstanding that he may be interested therein and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the directors at which any such contract or proposed contract or arrangement is considered. A director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with us is required to declare the nature of his interest at a meeting of our directors. A general notice given to the directors by any director to the effect that he is a member, shareholder, director, partner, officer or employee of any specified company or firm and is to be regarded as interested in any contract or transaction with that company or firm shall be deemed a sufficient declaration of interest for the purposes of voting on a resolution in respect to a contract or transaction in which he has an interest, and after such general notice it shall not be necessary to give special notice relating to any particular transaction.
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Committees of the Board of Directors
We have several committees under the board of directors, including an audit committee, a compensation committee, and a nominating and corporate governance committee. We have adopted a charter for each of our committees. The audit committee, compensation committee, and nominating and corporate governance committee’s members and functions are described below.
Audit Committee. Our audit committee consists of Douglas Brown, Shuo Li and Wenbin Wu and is chaired by Wenbin Wu and each satisfy the “independence” requirements of the NYSE listing rules of and meet the independence standards under Rule 10A-3 under the Exchange Act. We have determined that Mr. Wu qualifies as an “audit committee financial expert.” The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee is responsible for, among other things:
| ● | selecting the independent registered public accounting firm and pre-screening all auditing and non-auditing services permitted to be performed by the independent registered public accounting firm; |
| ● | reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response; |
| ● | reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act; |
| ● | discussing the annual audited financial statements with management and the independent registered public accounting firm; |
| ● | reviewing the adequacy of our internal controls and any special audit steps adopted in light of material control deficiencies; |
| ● | annually reviewing and reassessing the adequacy of our audit committee charter; |
| ● | meeting separately and periodically with management and the independent registered public accounting firm; and |
| ● | reporting to the board of directors. |
Compensation Committee. Our compensation committee consists of Douglas L. Brown, Shuo Li and Wenbin Wu and is chaired by Shuo Li and each satisfy the “independence” requirements of the listing rules of the NYSE. The compensation committee assists the board of directors in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our executive officers may not be present at any committee meeting during which their compensation is deliberated upon. The compensation committee is responsible for, among other things:
| ● | reviewing the total compensation package for our executive officers and making recommendations to the board of directors with respect to it; |
| ● | approving and overseeing the total compensation package for our executives other than the three most senior executives; |
| ● | reviewing the compensation of our directors and making recommendations to the board of directors with respect to it; and |
| ● | periodically reviewing and approving any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses, and employee pension and welfare benefit plans. |
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Nominating and Corporate Governance Committee. Our nominating and corporate governance committee consists of Douglas L. Brown, Shuo Li and Wenbin Wu, and is chaired by Douglas L. Brown and each satisfy the “independence” requirements of the listing rules of the NYSE. The nominating and corporate governance committee assists the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board of directors and its committees. The nominating and corporate governance committee is responsible for, among other things:
| ● | recommending nominees to the board of directors for election or re-election to the board of directors, or for appointment to fill any vacancy on the board of directors; |
| ● | reviewing annually with the board of directors the current composition of the board of directors with regards to characteristics such as independence, age, skills, experience and availability of service to us; |
| ● | selecting and recommending to the board of directors the names of directors to serve as members of the audit committee and the compensation committee, as well as of the nominating and corporate governance committee itself; and |
| ● | monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance. |
Duties of Directors
Under Cayman Islands law, our directors owe to us fiduciary duties, including a duty to act honestly, and a duty to act in what they consider in good faith to be in our best interests. Our directors also owe to our company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his duties a greater degree of skill than may reasonably be expected from a person of his knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association, as amended and restated from time to time, and the rights vested thereunder in the holders of the shares. Our directors owe their fiduciary duties to our company and not to our company’s individual shareholders, and it is our company which has the right to seek damages if a duty owed by our directors is breached. In limited exceptional circumstances, a shareholder may have the right to seek damages in our name if a duty owed by our directors is breached.
Terms of Directors
Pursuant to our sixth amended and restated memorandum and articles of association, our directors are not subject to a term of office and hold their offices until such time as they are removed from office by an ordinary resolution of our shareholders. In addition, the office of any of our directors shall be vacated if the director (a) dies, becomes bankrupt or makes any arrangement or composition with his creditors, (b) is found to be or becomes of unsound mind, (c) resigns his office by notice in writing to our company, or (d) without special leave of absence from our board of directors, is absent from three consecutive meetings of the board and the board resolves that his office be vacated.
D. Employees
We had 65 and 51 full-time employees as of December 31, 2024 and 2025, respectively. None of our employees are represented by a labor union. We have not experienced any work stoppages, and we consider our relations with our employees to be good.
As required by regulations in China, we participate in various government statutory social security plans, including a pension contribution plan, a medical insurance plan, an unemployment insurance plan, a work-related injury insurance plan, a maternity insurance plan and a housing provident fund. We are required under PRC law to contribute to social security plans at specified percentages of the salaries, bonuses and certain allowances of our employees up to a maximum amount specified by the local government from time to time.
We enter into standard labor contracts with our employees. We also enter into standard confidentiality and non-compete agreements with our executive officers. See “Item 6. Directors, Senior Management and Employees—B. Compensation—Employment Agreements.”
E. Share Ownership
For information regarding the share ownership of our directors and officers, see “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders.” For information as to incentive shares and options granted to our directors, executive officers and other employees, see “Item 6. Directors, Senior Management and Employees—B. Compensation—Share Incentive Plans.”
F. Disclosure of a registrant’s action to recover erroneously awarded compensation.
None.
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ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. Major Shareholders
The following table sets forth information with respect to the beneficial ownership of our ordinary shares, as of the date of this annual report, by:
| ● | each of our current directors and executive officers; and |
| ● | each person known to us to own beneficially more than 5% of our ordinary shares. |
The calculations in the table below assume there are 16,170,110 ordinary shares (including 13,235,873 Class A Ordinary Shares and 2,934,447 Class B ordinary shares) outstanding as of the date of this annual report.
Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days, including through the exercise of any option, warrant or other right or the conversion of any other security. These shares, however, are not included in the computation of the percentage ownership of any other person.
Unless otherwise noted, the business address for each beneficial owner is Building 6, East Seaview Park, 298 Haijing Road, Yinzhu Street, West Coast New District, Qingdao City, Shandong Province, People’s Republic of China 266400.
| Ordinary shares beneficially owned | ||||||||||||||||||||
| Class
A Ordinary Shares | Class
B ordinary shares | Total ordinary shares on as-converted basis | %
of total ordinary shares on as-converted basis(1) | %
of aggregate voting power(2) | ||||||||||||||||
| Directors and Executive Officers: | ||||||||||||||||||||
| Yandai Wang | 20,001 | 2,818,104 | 2,838,105 | 17.65 | % | 66.37 | % | |||||||||||||
| Li Sing Leung | 41,108 | 108 | 41,216 | 0.26 | % | 0.10 | % | |||||||||||||
| Russell Krauss(3) | 36,508 | — | 36,508 | 0.23 | % | 0.09 | % | |||||||||||||
| Douglas L. Brown(4) | 55,212 | — | 55,212 | 0.34 | % | 0.13 | % | |||||||||||||
| Wenbin Wu | 11,247 | 113 | 11,360 | 0.07 | % | 0.03 | % | |||||||||||||
| Shuo Li | - | - | - | - | % | - | % | |||||||||||||
| All directors and executive officers as a group (6 persons) | 164,076 | 2,818,325 | 2,982,401 | 18.55 | % | 66.72 | % | |||||||||||||
| Principal Shareholders: | ||||||||||||||||||||
| — | — | — | — | — | — | |||||||||||||||
| (1) | For each person and group included in this column, percentage ownership is calculated by dividing the number of Class A and Class B ordinary shares beneficially owned by such person or group by the sum of the total number of Class A and Class B ordinary shares outstanding, which is 16,170,110 ordinary shares (including 13,235,663 Class A Ordinary Shares and 2,934,447 Class B ordinary shares) as of the date of this annual report, plus the number of Class A and Class B ordinary shares such person or group has the right to acquire upon the exercise of options, warrants or other rights within 60 days after as of the date of this annual report. We use the conversion rate of 1:1 for the incentive shares for the purpose of calculating the beneficial ownership of our ordinary shares. Vested incentive shares convert to ordinary shares of our company at a 1:1 conversion rate, subject to payment of the reserve amount, which was calculated by us to be our good faith estimate of the fair market value of our ordinary shares (or equivalent thereof) at the time of the grant of such incentive shares. |
| (2) | For each person or group included in this column, the percentage of total voting power represents voting power based on both Class A and Class B ordinary shares held by such person or group as of the date of this annual report with respect to all of our outstanding Class A and Class B ordinary shares as one class as of the date of this annual report. Each holder of Class A Ordinary Shares is entitled to one vote per share, subject to the limitations set forth in “Item 10. Additional Information—B. Memorandum and Articles of Association—Ordinary Shares.” Each holder of our Class B ordinary shares is entitled to 10 votes per share on all matters subject to a shareholder’s vote. Our Class B ordinary shares are convertible at any time by the holder into Class A Ordinary Shares on a one-for-one basis, whereas Class A Ordinary Shares are not convertible into Class B ordinary shares under any circumstances. The total voting power of the Class B Holders is limited. See “Item 10. Additional Information—B. Memorandum and Articles of Association—Ordinary Shares.” |
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None of our shareholders has informed us that it is affiliated with a registered broker-dealer or is in the business of underwriting securities. None of our existing shareholders will have different voting rights from other shareholders, except with respect to the differences in voting rights afforded to holders of Class A Ordinary Shares and Class B ordinary shares. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.
B. Related Party Transactions
For details of related party transactions, see Note 12 “Related Party Balances and Transactions” to our consolidated financial statements.
Employment Agreements and Indemnification Agreements
See “Item 6. Directors, Senior Management and Employees—B. Compensation—Employment Agreements.”
Share Incentive Plan
See “Item 6. Directors, Senior Management and Employees—B. Compensation—Share Incentive Plans.”
C. Interests of Experts and Counsel
Not applicable.
ITEM 8. FINANCIAL INFORMATION
A. Consolidated Statements and Other Financial Information
We have appended consolidated financial statements filed as part of this annual report. See “Item 17. Financial Statements.”
Legal Proceedings
Except as listed below, we are currently not a party to any material legal or administrative proceedings. We may from time to time be subject to various legal or administrative claims and proceedings arising in the ordinary course of business. Litigation or any other legal or administrative proceeding, regardless of the outcome, may result in additional costs and diversion of our resources, including our management’s time and attention.
2021 Class Action Litigation
On March 30, 2021, a purported shareholder Kimberly Beltran filed a securities class action complaint in the United States District Court District of New Jersey against the Company, Yandai Wang and Eric H. Yan, the Chief Executive Officer of the Company and President of the Company’s operating subsidiary, respectively. The action, Kimberly Beltran v. SOS Limited, et al., Case No. 1:21-cv-07454 (the “Action”), is filed on behalf of a putative class consisting of all persons and entities other than the Company that purchased or otherwise acquired SOS American depository shares (“ADSs”) between July 22, 2020 and February 25, 2021 (the “Plaintiffs”), both dates inclusive (the “Class Period”), seeking to recover damages allegedly caused by Company’s violations of the federal securities laws against the Company and certain of its top officials. The Complaint was filed in this Action on March 30, 2021 and the Action has not advanced beyond that stage. On November 2, 2021, the Court signed as an Order a stipulation entered into between the various Plaintiffs’ counsels appointing a co-lead Plaintiffs’ counsel. The Parties have agreed to, and the Court has approved of, a Scheduling Order which provides that Plaintiffs shall file an amended complaint on or before May 13, 2022 and the Company shall answer or otherwise respond to the Amended Complaint on or before July 1, 2022. In the interim, Plaintiffs and the Company were engaged in settlement discussions.
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On April 28, 2022, the Plaintiffs and the Company agreed to a settlement in principle that contemplates a $5 million settlement payment covering all administration costs and Plaintiffs’ legal fees. The Company does not admit to any wrongdoing in this settlement and in accordance with the settlement there will be a full release of the Company and its officers and directors, for all claims arising during the Class Period that were or could have been asserted in the Action. The Plaintiffs and the Company plan to enter into a full settlement agreement within forty-five (45) days.
The New Jersey District Court approved the settlement outside the court system on May 20, 2022 and on August 2 2022, the Company paid $5 million to the plaintiff’ via an escrow account, releasing the Company to the same class action now and possible future allegation.
As of April 4, 2023, case captioned True North Financial LLF, TNA Capital Inc., TNA Capital LLC, and Michael Jaliman v. SOS Limited, Yandai Wang, and Zhengyu (Zane) Wang, Case Number 1:23cv02581 has been pending in District Court, Eastern District Court of New. Plaintiffs filed their Complaint on November 21, 2023, alleging claims for breach of contract, fraudulent inducement, tortious interference with economic relations, and breach of fiduciary duty against Defendants in connection with disposing off legacy business of P2P from the year of 2020 onwards.
This case was settled outside the court on August 30, 2025 causing SOS parties to pay the Jaliman parties of US$2.2 million. For settlement purposes, a stipulation of dismissal was entered on September 11, 2025.
2022 Litigation Against Thor Miner
SOS Information Technology New York, Inc. (“SOSNY”), a company incorporated under the laws of state of New York and a wholly owned subsidiary of the Company, filed a lawsuit on December 9, 2022, against Thor Miner, Inc. (“Thor Miner”), Singularity Future Technology Ltd. (“Singularity,” and, together with Thor Miner, referred to as the “Corporate Defendants”), Lei Cao, Yang Jie, John F. Levy, Tieliang Liu, Tuo Pan, Shi Qiu, Jing Shan, and Heng Wang (jointly referred to as the “Individual Defendants”) (collectively, the Individual Defendants and the Corporate Defendants are the “Defendants”). SOSNY and Thor Miner entered into a Purchase and Sale Agreement (the “PSA”) on January 10, 2022 for the purchase of $200,000,000 in crypto mining rigs, which was breached by Thor Miner and Singularity.
SOSNY and Defendants entered into a certain settlement agreement and general mutual release on December 28, 2022 (“Settlement Agreement”). Pursuant to the Settlement Agreement, Thor Miner agreed to pay a sum of thirteen million U.S. dollars ($13,000,000) (the “Settlement Payment”) to SOSNY on or before December 23, 2022, and SOSNY agreed that subsequent to its receipt of the Settlement Payment, SOSNY shall cause the lawsuit to be dismissed with prejudice as to the settling defendants and without prejudice as to all others. As of the date of this annual report, SOSNY has received the full amount of the Settlement Payment and has caused the lawsuit to be dismissed.
Singularity and Thor Miner further covenanted and agreed that if they receive additional funds from HighSharp (Shenzhen Gaorui) Electronic Technology Co., Ltd. (“HighSharp”) related to the PSA, they will promptly transfer such funds to SOSNY in an amount not to exceed forty million five hundred sixty thousand five hundred sixty-nine dollars ($40,560,569.00) (which is the total amount paid by SOSNY pursuant to the PSA less the price of the machines actually received by SOSNY pursuant to the PSA). The Settlement Payment and any payments subsequently received by SOSNY from HighSharp shall be deducted from the total amount of forty million five hundred sixty thousand five hundred sixty-nine dollars ($40,560,569.00) previously paid by, and now due and owed to SOSNY. In further consideration of this Settlement Agreement, Thor Miner agreed to execute and provide to SOSNY, within seven (7) business days after the Effective Date (as defined in the Settlement Agreement), an assignment of all claims it may have against HighSharp.
Dividend Policy
Our board of directors has discretion regarding whether to declare or pay dividends. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our directors. In either case, all dividends are subject to certain restrictions under Cayman Islands law, namely that our company may only pay dividends out of profits or share premium, and provided always that we are able to pay our debts as they fall due in the ordinary course of business. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.
We have never declared or paid cash dividends on our shares. We do not have any present plan to pay any cash dividends on our ordinary shares in the foreseeable future. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and grow our business.
We are a holding company registered in the Cayman Islands. We may rely on dividends from our subsidiaries in China for our cash requirements, including any payment of dividends to our shareholders. PRC regulations may restrict the ability of our PRC subsidiaries to pay dividends to us. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China.”
If we pay any dividends, we will pay such dividends directly to the holders of our ordinary shares of record, subject to applicable law. Cash dividends on our ordinary shares, if any, will be paid in U.S. dollars.
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B. Significant Changes
Except as disclosed elsewhere in this annual report, we have not experienced any significant changes since the date of our audited consolidated financial statements included in this annual report.
ITEM 9. THE OFFER AND LISTING
A. Offering and Listing Details
Our ADSs were listed on the NYSE on April 28, 2017, under the symbol “XRF.” We later changed our trading symbol to “SOS.” We terminated our ADS program and began directly listing our Class A Ordinary Shares on the NYSE effective on September 8, 2025.
We have filed a shelf registration statement on Form F-3 with the SEC to offer and list our Class A Ordinary Shares, Class A Ordinary Shares represented by American Depositary Shares, Preferred Shares, Debt Securities, Warrants, Rights, and Units on the NYSE on March 14, 2025. The registration statement became effective on June 30, 2025.
B. Plan of Distribution
Not applicable.
C. Markets
Our ADSs were listed on the NYSE on April 28, 2017, under the symbol “XRF,” and we later changed our trading symbol to “SOS.” We terminated our ADS program and began directly listing our Class A Ordinary Shares on the NYSE effective on September 8, 2025.
We have filed a shelf registration statement on Form F-3 with the SEC to offer and list our Class A Ordinary Shares, Class A Ordinary Shares represented by American Depositary Shares, Preferred Shares, Debt Securities, Warrants, Rights, and Units on the NYSE on March 14, 2025. The registration statement became effective on June 30, 2025.
D. Selling Shareholders
Not applicable.
E. Dilution
Not applicable.
F. Expenses of the Issue
Not applicable.
ITEM 10. ADDITIONAL INFORMATION
A. Share Capital
Not applicable.
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B. Memorandum and Articles of Association
We are a Cayman Islands exempted company with limited liability and our affairs are governed by our memorandum and articles of association, as amended and restated from time to time and the Companies Law of the Cayman Islands, which is referred to as the Companies Law below, and the common law of the Cayman Islands.
Our sixth amended and restated memorandum and articles of association provides for two classes of shares, which became effective immediately following our IPO, provides for two classes of shares, the Class A Ordinary Shares and Class B ordinary shares. Our authorized share capital is US$50,000,000 divided into10,000,000,000 shares with a par value of US$0.005 each (the “Ordinary Shares”), comprised of (1) 9,000,000,000 Class A Ordinary Shares with a par value of $0.005 each, and (2) 1,000,000,000 Class B Ordinary Shares with a par value of $0.005 each. As of December 31, 2025, we had 13,235,663 Class A Ordinary Shares and 2,934,447 Class B ordinary shares issued and outstanding. Our directors may, in their absolute discretion and without the approval of our shareholders, create and designate out of the unissued shares of our company (including unissued Class A Ordinary Shares) one or more classes or series of preferred shares, comprising such number of preferred shares, and having such designations, powers, preferences, privileges and other rights, including dividend rights, voting rights, conversion rights, terms of redemption and liquidation preferences, as our directors may determine. The following are summaries of material provisions of our sixth amended and restated memorandum and articles of association and the Companies Law insofar as they relate to the material terms of our ordinary shares.
On August 15, 2024, the Company’s shareholders adopted an ordinary resolution to increase the Company’s authorized share capital to US$50,000,000 divided into 10,000,000,000 shares with a par value of US$0.005 each, comprised of (1) 9,000,000,000 Class A Ordinary Shares with a par value of US$0.005 each, and (2) 1,000,000,000 Class B ordinary shares with a par value of US$0.005 each.
On August 11, 2025, we held our 2025 Extraordinary General Meeting of shareholders (the “2025 Extraordinary General Meeting”) to effect the following resolutions. First, as an ordinary resolution, the shareholders approved an increase of the authorized share capital of the Company by the creation of an additional 500,000,000 Class B Ordinary Shares of a par value of US$0.005 each, to rank pari passu in all respects with the existing Class B Ordinary Shares. Second, as an ordinary resolution, the shareholders approved a share consolidation whereby every 150 issued and unissued Class A Ordinary Shares of a par value of US$0.005 each and every 150 issued and unissued Class B Ordinary Shares of a par value of US$0.005 each in the share capital of the Company were consolidated into 1 Class A Ordinary Share of a par value of US$0.75 and 1 Class B Ordinary Share of a par value of US$0.75, respectively (the “2025 Share Consolidation”). Third, as an ordinary resolution, the shareholders approved a share subdivision whereby, following the effectiveness of the 2025 Share Consolidation, each authorized issued and unissued Class A Ordinary Share of a par value of US$0.75 and each authorized issued and unissued Class B Ordinary Share of a par value of US$0.75 were subdivided into 75 Class A Ordinary Shares of a par value of US$0.01 each and 75 Class B Ordinary Shares of a par value of US$0.01 each, respectively (the “2025 Share Subdivision”). The 2025 Share Consolidation became effective on September 8, 2025, on which date the Company also completed its transition from an ADS listing to a direct listing of its Class A Ordinary Shares on the NYSE. No fractional shares were issued in connection with the 2025 Share Consolidation. All fractional shares were rounded up to the nearest whole number of shares. The 2025 Share Subdivision has not been implemented as of the date of this report.
Ordinary Shares
General. All of our issued and outstanding ordinary shares are fully paid and non-assessable. Our ordinary shares are issued in registered form, and are issued when registered in our register of members. Our shareholders who are nonresidents of the Cayman Islands may freely hold and vote their shares. Under our sixth amended and restated memorandum and articles of association, our company may issue only non-negotiable shares and may not issue bearer or negotiable shares.
Dividends. The holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our directors. Under Cayman Islands law, dividends may be declared and paid only out of funds legally available therefor, namely out of either profit or our share premium account, provided that a dividend may not be paid if this would result in our company being unable to pay its debts as they fall due in the ordinary course of business.
Classes of Ordinary Shares. Our ordinary shares are divided into Class A Ordinary Shares and Class B ordinary shares. Except for conversion rights and voting rights, 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.
Each Class B ordinary share is convertible into one Class A Ordinary Share at any time by the holder thereof. In addition, (i) each Class B ordinary share shall automatically and immediately be converted into one Class A Ordinary Share if at any time the total number of the issued and outstanding Class B ordinary shares is less than 5% of the total number of Class B ordinary shares of our company issued and outstanding immediately following the IPO, and (ii) upon any sale, transfer, assignment or disposition of Class B ordinary shares by a holder thereof to any person or entity which is not an Affiliate (as defined in our sixth amended and restated memorandum and articles of association) of such holder, such Class B ordinary shares shall be automatically and immediately converted into an equal number of Class A Ordinary Shares. Class A Ordinary Shares are not convertible into Class B ordinary shares under any circumstances.
Voting Rights. Holders of our ordinary shares vote as a single class on all matters submitted to a vote of our shareholders, except as may otherwise be required by law. In respect of matters requiring shareholders’ vote, each Class A Ordinary Share is entitled to one vote and each Class B ordinary share is entitled to 10 votes.
An ordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of the votes cast by those shareholders entitled to vote who are present in person or by proxy at a general meeting, while a special resolution requires the affirmative vote of no less than two-thirds of the votes cast by those shareholders entitled to vote who are present in person or by proxy at a general meeting. A special resolution is required for important matters such as a change of name or any amendment to our sixth amended and restated memorandum and articles of association. Holders of our ordinary shares may effect certain changes by ordinary resolution, including increasing the amount of our authorized share capital, consolidating all or any of our share capital into shares of larger amount than our existing shares, sub-dividing our shares or any of them into shares of an amount smaller than that fixed by our memorandum, and cancelling any unissued shares.
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General Meetings of Shareholders and Shareholder Proposals. As a Cayman Islands exempted company, we are not obliged by the Companies Law to call shareholders’ annual general meetings. Our sixth amended and restated memorandum and articles of association provide that we may, but are not obliged to, in each year hold a general meeting as our annual general meeting in which case we shall specify the meeting as such in the notices calling it, and the annual general meeting shall be held at such time and place as may be determined by our directors.
Shareholders’ annual general meetings and any other general meetings of our shareholders may be convened by our board of directors. Advance notice of at least 15 calendar days is required for the convening of our annual general shareholders’ meeting and any other general meeting of our shareholders. A quorum required for a general meeting of shareholders consists of one or more shareholders present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative, who hold in aggregate not less than one-third of the votes attaching to all issued and outstanding shares of our company entitled to vote at general meetings.
Cayman Islands law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. Our sixth amended and restated memorandum and articles of association allow any of our shareholders holding in the aggregate not less than two-thirds of the aggregate number of votes attaching to all issued and outstanding shares of our company entitled to vote at general meetings, to requisition an extraordinary general meeting of the shareholders, in which case our directors are obliged to call such meeting and to put the resolutions so requisitioned to a vote at such meeting; however, our sixth amended and restated memorandum and articles of association do not provide our shareholders with any right to put any proposals before annual general meetings or extraordinary general meetings not called by such shareholders.
Transfer of Shares. Subject to the restrictions of our sixth amended and restated memorandum and articles of association set out below, as applicable, any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in writing and in such usual or common form or such other form approved by our board of directors.
Our board of directors may, in its absolute discretion, and without assigning any reason, refuse to register any transfer of any ordinary share which is not fully paid up or upon which our company has a lien. Our directors may also decline to register any transfer of any ordinary share unless (a) the instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer; (b) the instrument of transfer is in respect of only one class of shares; (c) the instrument of transfer is properly stamped, if required; (d) in the case of a transfer to joint holders, the number of joint holders to whom the ordinary share is to be transferred does not exceed four; or (e) a fee of such maximum sum as the NYSE may determine to be payable, or such lesser sum as our board of directors may from time to time require, is paid to us in respect thereof.
If our directors refuse to register a transfer they shall, within two months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal. The registration of transfers may, on fourteen (14) days’ notice being given by advertisement in an appointed newspaper or any other newspapers or by any other means in accordance with the requirements of the NYSE to that effect, be suspended at such times and for such periods (not exceeding in the whole thirty (30) calendar days in any year) as our directors may determine.
Liquidation. On a winding up of our company, if the assets available for distribution among our shareholders shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed among our shareholders in proportion to the par value of the shares held by them at the commencement of the winding up, subject to a deduction from those shares in respect of which there are monies due, of all monies payable to our company for unpaid calls or otherwise. If our assets available for distribution are insufficient to repay all of the paid-up capital, the assets will be distributed so that the losses are borne by our shareholders in proportion to the par value of the shares held by them.
Calls on Shares and Forfeiture of Shares. Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their shares in a notice served to such shareholders at least 14 days prior to the specified time and place of payment. The shares that have been called upon and remain unpaid on the specified time are subject to forfeiture.
Redemption, Purchase and Surrender of Shares. We may issue shares on terms that such shares are subject to redemption, at our option or at the option of the holders, on such terms and in such manner as our board of directors, before the issue of such shares, or our shareholders by special resolution may determine. Our company may also repurchase any of our shares provided that the manner and terms of such purchase have been approved by our board of directors or by ordinary resolution of our shareholders, or are otherwise authorized by our memorandum and articles of association. Under the Companies Law, the redemption or repurchase of any share may be paid out of our company’s profits or out of the proceeds of a fresh issue of shares made for the purpose of such redemption or repurchase, or out of capital (including share premium account and capital redemption reserve) if the company can, immediately following such payment, pay its debts as they fall due in the ordinary course of business. In addition, under the Companies Law no such share may be redeemed or repurchased (a) unless it is fully paid up, (b) if such redemption or repurchase would result in there being no shares outstanding, or (c) if the company has commenced liquidation. In addition, our company may accept the surrender of any fully paid share for no consideration.
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Variations of Rights of Shares. If at any time, our share capital is divided into different classes of shares, the rights attached to any class of shares may be varied or abrogated either with the written consent of the holders of two-thirds of the issued shares of that class, or with the sanction of a special resolution passed at a general meeting of the holders of shares of that class. The rights conferred upon the holders of the shares of any class issued with preferred or other rights will not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu with such existing class of shares.
Inspection of Books and Records. Holders of our ordinary shares have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records. However, at the discretion of our board of directors, we intend to provide our shareholders with annual audited financial statements. See “Item 10. Additional Information—H. Documents on Display.”
Changes in Capital. Our shareholders may from time to time by ordinary resolution:
| ● | increase our share capital by such sum, to be divided into shares of such classes and amount, as the resolution shall prescribe; |
| ● | consolidate or divide all or any of our share capital into shares of a larger or smaller amount than our existing shares; |
| ● | sub-divide our existing shares, or any of them into shares of as amount smaller than that fixed by our memorandum; and |
| ● | cancel any shares that, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of our share capital by the amount of the shares so cancelled. |
Our shareholders may, by special resolution and subject to confirmation by the Grand Court of the Cayman Islands on an application by our company for an order confirming such reduction, reduce our share capital and any capital redemption reserve in any manner authorized by law.
Issuance of Additional Shares. Our sixth amended and restated memorandum and articles of association authorizes our board of directors to issue additional ordinary shares from time to time as our board of directors shall determine, to the extent there are available authorized but unissued shares.
Our sixth amended and restated memorandum and articles of association authorizes our board of directors to establish from time to time one or more series of convertible redeemable preferred shares and to determine, with respect to any series of convertible redeemable preferred shares, the terms and rights of that series, including:
| ● | designation of the series; |
| ● | the number of shares of the series; |
| ● | the dividend rights, conversion rights and voting rights; and |
| ● | the rights and terms of redemption and liquidation preferences. |
The issuance of convertible redeemable preferred shares may be used as an anti-takeover device without further action on the part of the shareholders. Issuance of these shares may dilute the voting power of holders of ordinary shares.
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Anti-Takeover Provisions. Some provisions of our sixth amended and restated memorandum and articles of association may discourage, delay or prevent a change of control of our company or management that shareholders may consider favorable, including provisions that:
| ● | authorize our board of directors to issue preferred shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preferred shares without any further vote or action by our shareholders; and |
| ● | limit the ability of shareholders to requisition and convene general meetings of shareholders. |
However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our sixth amended and restated memorandum and articles of association for a proper purpose and for what they believe in good faith to be in the best interests of our company.
Exempted Company. We are an exempted company with limited liability under the Companies Law. The Companies Law distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except that an exempted company:
| ● | does not have to file an annual return of its shareholders with the Registrar of Companies; |
| ● | is not required to open its register of members for inspection; |
| ● | does not have to hold an annual general meeting; |
| ● | may issue negotiable or bearer shares or shares with no par value; |
| ● | may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance); |
| ● | may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands; |
| ● | may register as a limited duration company; and |
| ● | may register as a segregated portfolio company. |
“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on its shares of the company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil). Our sixth amended and restated memorandum and articles of association contains a declaration that the liability of our members is so limited.
Register of Members. Under the Companies Law, we must keep a register of members and there should be entered therein:
| ● | the names and addresses of our members, a statement of the shares held by each member, and of the amount paid or agreed to be considered as paid, on the shares of each member; |
| ● | the date on which the name of any person was entered on the register as a member; and |
| ● | the date on which any person ceased to be a member. |
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Under Cayman Islands law, the register of members of our company is prima facie evidence of the matters set out therein (i.e., the register of members will raise a presumption of fact on the matters referred to above unless rebutted) and a member registered in the register of members is deemed as a matter of Cayman Islands law to have legal title to the shares as set against its name in the register of members.
If the name of any person is incorrectly entered in or omitted from our register of members, or if there is any default or unnecessary delay in entering on the register the fact of any person having ceased to be a member of our company, the person or member aggrieved (or any member of our company or our company itself) may apply to the Grand Court of the Cayman Islands for an order that the register be rectified, and the Court may either refuse such application or it may, if satisfied of the justice of the case, make an order for the rectification of the register.
Differences in Corporate Law
The Companies Law is derived, to a large extent, from the older Companies Acts of England, but does not follow recent United Kingdom statutory enactments, and accordingly there are significant differences between the Companies Law and the current Companies Act of England. In addition, the Companies Law differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of certain significant differences between the provisions of the Companies Law applicable to us and the comparable provisions of the laws applicable to companies incorporated in the State of Delaware and their shareholders.
Mergers and Similar Arrangements. The Companies Law permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman Islands companies. For these purposes, (a) “merger” means the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company and (b) a “consolidation” means the combination of two or more constituent companies into a consolidated company and the vesting of the undertaking, property and liabilities of such companies to the consolidated company. In order to effect such a merger or consolidation, the directors of each constituent company must approve a written plan of merger or consolidation, which must then be authorized by (i) a special resolution of the shareholders of each constituent company and (ii) such other authorization, if any, as may be specified in such constituent company’s articles of association. The plan of merger or consolidation must be filed with the Registrar of Companies together with a declaration as to the solvency of the consolidated or surviving company, a list of the assets and liabilities of each constituent company and an undertaking that a copy of the certificate of merger or consolidation will be given to the members and creditors of each constituent company and that notification of the merger will be published in the Cayman Islands Gazette. Dissenting shareholders have the right to be paid the fair value of their shares (which, if not agreed between the parties, will be determined by the Cayman Islands court) if they follow the required procedures, subject to certain exceptions. Court approval is not required for a merger or consolidation effected in compliance with these statutory procedures.
In addition, there are statutory provisions that facilitate the reconstruction and amalgamation of companies, provided that the arrangement is approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made, and who must, in addition, represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that:
| ● | the statutory provisions as to the required majority vote have been met; |
| ● | the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class; |
| ● | the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and |
| ● | the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Law. |
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When a take-over offer is made and accepted by holders of 90.0% of the shares affected (within four months after they marking the offer), the offeror may, within a two-month period commencing on the expiration of such four months period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith or collusion.
If an arrangement and reconstruction is thus approved, the dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash for the judicially determined value of the shares.
Shareholders’ Suits. In principle, we will normally be the proper plaintiff to sue for a wrong done to us as a company, and as a general rule a derivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, the Cayman Islands courts can be expected to apply and follow common law principles so that a non-controlling shareholder may be permitted to commence a class action against the company or a derivative action in the name of the company to challenge certain acts, including the following:
| ● | an act which is ultra vires the company or illegal and is therefore incapable of ratification by the shareholders; |
| ● | an act which, although not ultra vires, could only be effected if duly authorized by a resolution with a qualified or special majority (i.e., more than a simple majority) that has not been obtained; and |
Indemnification of Directors and Executive Officers and Limitation of Liability. Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.
Our sixth amended and restated memorandum and articles of association provide that our directors and officers shall be indemnified against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such director or officer, other than by reason of such person’s own dishonesty, willful default or fraud, in or about the conduct of our company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such director or officer in defending (whether successfully or otherwise) any civil proceedings concerning our company or its affairs in any court whether in the Cayman Islands or elsewhere. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. In addition, we intend to enter into indemnification agreements with our directors and senior executive officers that will provide such persons with additional indemnification beyond that provided in our sixth amended and restated memorandum and articles of association.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Directors’ Fiduciary Duties. Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he or she reasonably believes to be in the best interests of the corporation. He or she must not use his or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.
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As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company and therefore it is considered that he owes the following duties to the company—a duty to act bona fide in the best interests of the company, a duty not to make a profit based on his or her position as director (unless the company permits him to do so) and a duty not to put himself in a position where the interests of the company conflict with his or her personal interest or his or her duty to a third party. A director of a Cayman Islands company owes to the company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be expected from a person of his or her knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands.
Shareholder Action by Written Consent. Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act by written consent by amendment to its certificate of incorporation. As permitted by Cayman Islands law, our sixth amended and restated memorandum and articles of association provide that our shareholders may approve corporate matters by way of a unanimous written resolution signed by or on behalf of each shareholder who would have been entitled to vote on such matter at a general meeting without a meeting being held.
Shareholder Proposals. Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.
Cayman Islands law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. Our sixth amended and restated memorandum and articles of association allow any of our shareholders holding in the aggregate not less than two-thirds of the aggregate number of votes attaching to all issued and outstanding shares of our company entitled to vote at general meetings to requisition an extraordinary meeting of the shareholders, in which case the directors are obliged to call such meeting and to put the resolutions so requisitioned to a vote at such meeting. However, our articles do not provide our shareholders with any right to put any proposals before annual general meetings or extraordinary general meetings not called by such shareholders.
As an exempted Cayman Islands company, we are not obliged by law to call shareholders’ annual general meetings. Our sixth amended and restated memorandum and articles of association provides that we may in each year to hold a general meeting as our annual general meeting, and to specify the meeting as such in the notice calling it.
Cumulative Voting. Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder’s voting power with respect to electing such director. There are no prohibitions in relation to cumulative voting under Cayman Islands law, but our sixth amended and restated memorandum and articles of association do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.
Removal of Directors. Under the Delaware General Corporation Law, a director of a corporation with a classified board of directors may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our sixth amended and restated memorandum and articles of association, directors may be removed by ordinary resolution. The notice of any meeting at which a resolution to remove a director is proposed or voted upon must contain a statement of the intention to remove that director and such notice must be served on that director not less than ten (10) calendar days before the meeting. Such director is entitled to attend the meeting and be heard on the motion for his removal.
Transactions with Interested Shareholders. The Delaware General Corporation Law contains a business combination statute applicable to Delaware corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target’s outstanding voting stock within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.
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Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that such transactions must be entered into bona fide in the best interests of the company for a proper corporate purpose and not with the effect of constituting a fraud on the minority shareholders.
Dissolution; Winding up. Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board of directors. Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its members. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so.
Under the Companies Law of the Cayman Islands, our company may be dissolved, liquidated or wound up voluntarily by a special resolution, or by an ordinary resolution on the basis that we are unable to pay our debts as they fall due.
Variation of Rights of Shares. Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under our sixth amended and restated memorandum and articles of association, and as permitted by Cayman Islands law, if our share capital is divided into more than one class of shares, we may vary the rights attached to any class either with the written consent of the holders of two-thirds of the issued shares of that class or with the sanction of a special resolution passed at a general meeting of the holders of the shares of that class.
Amendment of Governing Documents. Under the Delaware General Corporation Law, a corporation’s governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under Cayman Islands law, our memorandum and articles of association may only be amended by special resolution.
Inspection of Books and Records. Under the Delaware General Corporation Law, any shareholder of a corporation may for any proper purpose inspect or make copies of the corporation’s stock ledger, list of shareholders and other books and records.
Holders of our shares will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records. However, we intend to provide our shareholders with annual reports containing audited financial statements.
Anti-takeover Provisions in Our Memorandum and Articles of Association. Some provisions of our sixth amended and restated memorandum and articles of association may discourage, delay or prevent a change of control of our company or management that shareholders may consider favorable, including a provision that authorizes our board of directors to issue preference shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preference shares without any further vote or action by our shareholders.
Such shares could be issued quickly with terms calculated to delay or prevent a change in control of our company or make removal of management more difficult. If our board of directors decides to issue these preference shares, the price of our Class A Ordinary Shares may fall and the voting and other rights of the holders of our ordinary shares and Class A Ordinary Shares may be materially and adversely affected.
However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our sixth amended and restated memorandum and articles of association for a proper purpose and for what they believe in good faith to be in the best interests of our company.
Rights of Non-resident or Foreign Shareholders. There are no limitations imposed by our sixth amended and restated memorandum and articles of association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our sixth amended and restated memorandum and articles of association governing the ownership threshold above which shareholder ownership must be disclosed.
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C. Material Contracts
We have not entered into any material contracts other than in the ordinary course of business and other than those described in “Item 4. Information on the Company” or elsewhere in this annual report on Form 20-F.
D. Exchange Controls
See “Item 4. Information on the Company— B. Business Overview—Regulations—Regulations Related to Foreign Exchange.”
E. Taxation
The following summary of the material Cayman Islands, PRC and U.S. federal income tax consequences of ownership of our ordinary shares is based upon laws and relevant interpretations thereof in effect as of the date of this registration statement, all of which are subject to change. This summary does not deal with all possible tax consequences relating to ownership of our ordinary shares, such as the tax consequences under U.S. state and local tax laws or under the tax laws of jurisdictions other than the Cayman Islands, PRC and the United States.
Cayman Islands Taxation
The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or after execution brought within the jurisdiction of the Cayman Islands. The Cayman Islands is not party to any double tax treaties that are applicable to any payments made to or by our company. There are no exchange control regulations or currency restrictions in the Cayman Islands.
Payments of dividends and capital in respect of the ordinary shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of the ordinary shares, nor will gains derived from the disposal of the ordinary shares be subject to Cayman Islands income or corporation tax.
No stamp duty is payable on an instrument of transfer in respect of an ordinary share.
People’s Republic of China Taxation
Under the EIT Law, which became effective on January 1, 2008, an enterprise established outside the PRC with “de facto management bodies” within the PRC is considered a “resident enterprise” for PRC enterprise income tax purposes and is generally subject to a uniform 25% enterprise income tax rate on its worldwide income. In 2009, the SAT issued SAT Circular 82, which provides certain specific criteria for determining whether the “de facto management body” of a PRC controlled enterprise that is incorporated offshore is located in China. Further to SAT Circular 82, in 2011, the SAT issued SAT Bulletin 45 to provide more guidance on the implementation of SAT Circular 82.
According to SAT Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be considered a PRC resident enterprise by virtue of having its “de facto management body” in China and will be subject to PRC enterprise income tax on its worldwide income only if all of the following conditions are met: (a) the senior management and core management departments in charge of its daily operations function have their presence mainly in the PRC; (b) its financial and human resources decisions are subject to determination or approval by persons or bodies in the PRC; (c) its major assets, accounting books, company seals, and minutes and files of its board and shareholders’ meetings are located or kept in the PRC; and (d) more than half of the enterprise’s directors or senior management with voting rights habitually reside in the PRC. Although SAT Circular 82 and SAT Bulletin 45 only apply to offshore incorporated enterprises controlled by PRC enterprises or PRC enterprise groups and not those controlled by PRC individuals or foreigners, the determination criteria set forth therein may reflect the SAT’s general position on how the term “de facto management body” could be applied in determining the tax resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises, individuals or foreigners.
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We believe that we do not meet all of the criteria described above. We believe that neither we nor our subsidiaries outside of China are PRC tax resident enterprises, because neither we nor they are controlled by a PRC enterprise or PRC enterprise group, and because our records and their records (including the resolutions of the respective boards of directors and the resolutions of shareholders) are maintained outside the PRC. However, as the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body” when applied to our offshore entities, we may be considered as a resident enterprise and therefore may be subject to PRC enterprise income tax at 25% on our worldwide income. In addition, if the PRC tax authorities determine that we are a PRC resident enterprise for PRC enterprise income tax purposes, dividends we pay to non-PRC holders may be subject to PRC withholding tax, and gains realized on the sale or other disposition of ordinary shares may be subject to PRC tax, at a rate of 10% in the case of non-PRC enterprises or 20% in the case of non-PRC individuals (in each case, subject to the provisions of any applicable tax treaty), if such dividends or gains are deemed to be from PRC sources. Any such tax may reduce the returns on your investment in the ordinary shares.
If we are considered a “non-resident enterprise” by the PRC tax authorities, the dividends we receive from our PRC subsidiaries will be subject to a 10% withholding tax. The EIT Law also imposes a withholding income tax of 10% on dividends distributed by a foreign invested enterprise to its immediate holding company outside of China, if such immediate holding company is considered as a non-resident enterprise without any establishment or place within China or if the received dividends have no connection with the establishment or place of such immediate holding company within China, unless such immediate holding company’s jurisdiction of incorporation has a tax treaty with China that provides for a different withholding arrangement. Under the Arrangement Between the PRC and the Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital, the dividend withholding tax rate may be reduced to 5%, if a Hong Kong resident enterprise that receives a dividend is considered a non-PRC tax resident enterprise and holds at least 25% of the equity interests in the PRC enterprise distributing the dividends, subject to approval of the PRC local tax authority. However, if the Hong Kong resident enterprise is not considered to be the beneficial owner of such dividends under app China SOS Limited may be able to enjoy the 5% withholding tax rate for the dividends it receives from its PRC subsidiaries if it satisfies the relevant conditions under tax rules and regulations, and obtains the approvals as required.
U.S. Federal Income Tax Considerations
The following is a discussion of the material U.S. federal income tax considerations relevant to the ownership and disposition of our ordinary shares by U.S. Holders (as defined below) that hold our ordinary shares as “capital assets” (generally, property held for investment) under the U.S. Internal Revenue Code of 1986, as amended, or the Code. This discussion is based upon applicable provisions of the Code, U.S. Treasury regulations promulgated thereunder, pertinent judicial decisions, interpretive rulings of the Internal Revenue Service, or the IRS, and such other authorities as we have considered relevant, all of which are subject to change, possibly with retroactive effect. This discussion does not address all aspects of U.S. federal income taxation that may be important to particular investors in light of their individual investment circumstances, including investors subject to special tax rules (for example, certain financial institutions; insurance companies; broker-dealers; pension plans; regulated investment companies; real estate investment trusts; tax-exempt organizations (including private foundations); holders who are not U.S. Holders (as defined below); holders who own (directly, indirectly, or constructively) 10% or more of our voting stock; investors that will hold their ordinary shares as part of a straddle, hedge, conversion, constructive sale, or other integrated transaction for U.S. federal income tax purposes; investors that are traders in securities that have elected the mark-to-market method of accounting; or investors that have a functional currency other than the U.S. dollar), all of whom may be subject to tax rules that differ significantly from those discussed below.
In addition, this discussion does not address tax considerations relevant to U.S. Holders under any non-U.S., state or local tax laws, the Medicare tax on net investment income, U.S. federal estate or gift tax, or the alternative minimum tax. Each U.S. Holder is urged to consult its tax advisor regarding the U.S. federal, state, local, and non-U.S. income and other tax considerations of an investment in ordinary shares.
The discussion below of U.S. federal income tax consequences applies to you if you are a “U.S. Holder.” You are a U.S. Holder if you are a beneficial owner of our ordinary shares and you are: (i) an individual who is a citizen or resident of the United States for U.S. federal income tax purposes; (ii) a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created in, or organized under the law of the United States, any state thereof or the District of Columbia; (iii) an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or (iv) a trust (A) the administration of which is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust or (B) that has otherwise validly elected to be treated as a U.S. person under the Code.
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If you are a partner in a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) that holds our ordinary shares, your tax treatment generally will depend on your status and the activities of the partnership. Partners in a partnership holding our ordinary shares should consult their tax advisors regarding the tax consequences of an investment in the ordinary shares.
We are a corporation organized under the laws of the Cayman Islands. As such, we believe that we are properly classified as a non-U.S. corporation for U.S. federal income tax purposes. Under certain provisions of the Code and U.S. Treasury regulations, however, if (1) pursuant to a plan (or a series of related transactions), a non-U.S. corporation (such as our company) acquires substantially all of the properties constituting a trade or business of a U.S. partnership, (2) after the acquisition 80% or more of the stock (by vote or value) of the non- U.S. corporation (excluding stock issued in a public offering related to the acquisition) is owned by former partners of the U.S. partnership by reason of their holding a capital or profits interest in the U.S. partnership, and (3) the non-U.S. corporation and certain of its affiliates do not have substantial business activities in the country in which the non-U.S. corporation is organized, then the non-U.S. corporation will be considered a U.S. corporation for U.S. federal income tax purposes. Prior to our conversion to a Cayman Islands company, we were a Delaware LLC treated as a partnership for U.S. federal income tax purposes. We do not believe that the Delaware LLC was engaged in a trade or business, either directly or through entities treated as transparent for U.S. federal income tax purposes and therefore, we believe that the first requirement was not met. However, there is no direct authority on how the relevant rules of the Code might apply to us and our reorganization. You are urged to consult your tax advisor concerning the income tax consequences of holding or disposing of ordinary shares if we were to be treated as a U.S. corporation for U.S. federal income tax purposes. The remainder of this discussion assumes that our company is treated as a non-U.S. corporation for U.S. federal income tax purposes.
Dividends
Subject to the PFIC rules discussed below, any cash distributions (including the amount of any PRC tax withheld) paid on our ordinary shares out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles, will generally be includible in your gross income as dividend income on the day actually or constructively received by you, in the case of ordinary shares. Because we do not intend to determine our earnings and profits under U.S. federal income tax principles, any distribution paid will generally be treated as a dividend for U.S. federal income tax purposes. Dividends received on our ordinary shares will not be eligible for the dividends received deduction allowed to corporations under the Code.
A non-corporate recipient will be subject to tax at preferential tax rates applicable to “qualified dividend income,” provided that certain conditions are satisfied, including that (1) our ordinary shares is readily tradable on an established securities market in the United States, or, in the event that we are deemed to be a PRC tax resident enterprise under the PRC tax law, we are eligible for the benefit of the United States-PRC income tax treaty, or the Treaty, (2) we are neither a PFIC nor treated as such with respect to a U.S. Holder (as discussed below) for the taxable year in which the dividend was paid and the preceding taxable year, and (3) certain holding period requirements are met.
In the event that we are deemed to be a PRC tax resident enterprise under PRC tax law, you may be subject to PRC withholding taxes on dividends paid on our ordinary shares, as described under “— People’s Republic of China Taxation”. If we are deemed to be a PRC tax resident enterprise, we may, however, be eligible for the benefits of the Treaty. If we are eligible for such benefits, dividends we pay on our ordinary shares, regardless of whether such shares are represented by our ordinary shares, may be eligible for the reduced rates of taxation applicable to qualified dividend income, as discussed above.
For U.S. foreign tax credit purposes, dividends generally will be treated as income from foreign sources and generally will constitute passive category income. Depending on your particular circumstances, you may be eligible, subject to a number of complex limitations, to claim a foreign tax credit in respect of any foreign withholding taxes imposed on dividends received on our ordinary shares. If you do not elect to claim a foreign tax credit for foreign tax withheld, you may instead claim a deduction, for U.S. federal income tax purposes, for the foreign tax withheld, but only for a year in which you elect to do so for all creditable foreign income taxes. The rules governing the foreign tax credit are complex. You are urged to consult your tax advisor regarding the availability of the foreign tax credit under your particular circumstances.
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Sale or Other Disposition of Ordinary Shares
Subject to the PFIC rules discussed below, you generally will recognize capital gain or loss upon the sale or other disposition of our ordinary shares in an amount equal to the difference, if any, between the amount realized upon the disposition and your adjusted tax basis in such ordinary shares. Any capital gain or loss will be long-term capital gain or loss if you have held the ordinary shares for more than one year, and will generally be U.S.-source gain or loss for U.S. foreign tax credit purposes. The deductibility of a capital loss may be subject to limitations. In the event that we are deemed to be a PRC tax resident enterprise under PRC tax law, gain from the disposition of the ordinary shares may be subject to tax in the PRC, as described under “—People’s Republic of China Taxation.” If such income were treated as U.S.-source income for foreign tax credit purposes, you might not be able to use the foreign tax credit arising from any tax imposed on the sale, exchange, or other taxable disposition of our ordinary shares unless such credit could be applied (subject to applicable limitations) against tax due on other income derived from foreign sources. However, if PRC tax were to be imposed on any gain from the disposition of our ordinary shares, and if you are eligible for the benefits of the Treaty, you generally may treat such gain as foreign-source income. You are urged to consult your tax advisor regarding the tax consequences if a foreign tax is imposed on a disposition of our ordinary shares, including the availability of the foreign tax credit under your particular circumstances.
PFIC Rules
A non-U.S. corporation, such as our company, will be classified as a PFIC for U.S. federal income tax purposes for any taxable year, if either (i) 75% or more of its gross income for such year consists of certain types of “passive” income or (ii) 50% or more of the value of its assets (determined on the basis of a quarterly average) during such year produce or are held for the production of passive income. Passive income generally includes dividends, interest, royalties, rents, annuities, net gains from the sale or exchange of property producing such income and net foreign currency gains. For this purpose, cash is categorized as a passive asset and the company’s goodwill associated with active business activity is taken into account as a non-passive asset. We will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, more than 25% (by value) of the stock.
Based on the projected composition of our assets and income, we believe we are not currently a PFIC and we do not anticipate becoming a PFIC for our taxable year ending December 31, 2025. While we do not anticipate becoming a PFIC, because the value of our assets for purposes of the PFIC asset test will generally be determined by reference to the market price of our ordinary shares, fluctuations in the market price of our ordinary shares may cause us to become a PFIC for the current or any subsequent taxable year. The determination of whether we will become a PFIC will also depend, in part, on the composition of our income and assets, which will be affected by how, and how quickly, we use our liquid assets and the cash raised in our IPO. Whether we are a PFIC is a factual determination and we must make a separate determination each taxable year as to whether we are a PFIC (after the close of each taxable year). Accordingly, we cannot assure you that we are not a PFIC and will not be a PFIC for our taxable year ending December 31, 2025 or any future taxable year. If we are classified as a PFIC for any taxable year during which you hold our ordinary shares, we generally will continue to be treated as a PFIC, unless you make certain elections, for all succeeding years during which you hold our ordinary shares even if we cease to qualify as a PFIC under the rules set forth above.
If we are a PFIC for any taxable year during which you hold our ordinary shares, you will be subject to special tax rules with respect to any “excess distribution” that you receive and any gain you realize from a sale or other disposition (including a pledge) of our ordinary shares, unless you make a “mark-to-market” election as discussed below. Distributions you receive in a taxable year that are greater than 125% of the average annual distributions you received during the shorter of the three preceding taxable years or your holding period for the ordinary shares will be treated as an excess distribution. Under these special tax rules:
| ● | the excess distribution or gain will be allocated ratably over your holding period for the ordinary shares; |
| ● | amounts allocated to the current taxable year and any taxable years in your holding period prior to the first taxable year in which we are classified as a PFIC, or a pre-PFIC year, will be taxable as ordinary income; and |
| ● | amounts allocated to each prior taxable year, other than the current taxable year or a pre-PFIC year, will be subject to tax at the highest tax rate in effect applicable to you for that year, and such amounts will be increased by an additional tax equal to interest on the resulting tax deemed deferred with respect to such years. |
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If we are a PFIC for any taxable year during which you hold our ordinary shares and any of our non-U.S. subsidiaries is also a PFIC, you will be treated as owning a proportionate amount (by value) of the shares of each such non-U.S. subsidiary classified as a PFIC for purposes of the application of these rules.
Alternatively, a U.S. Holder of “marketable stock” (as defined below) in a PFIC may make a mark-to-market election for such stock of a PFIC to elect out of the tax treatment discussed in the two preceding paragraphs. If you make a valid mark-to-market election for the ordinary shares, you will include in income each year an amount equal to the excess, if any, of the fair market value of the ordinary shares as of the close of your taxable year over your adjusted basis in such ordinary shares. You will be allowed a deduction for the excess, if any, of the adjusted basis of the ordinary shares over their fair market value as of the close of the taxable year. However, deductions will be allowable only to the extent of any net mark-to-market gains on the ordinary shares included in your income for prior taxable years. Amounts included in your income under a mark-to-market election, as well as gain on the actual sale or other disposition of the ordinary shares, will be treated as ordinary income. Ordinary loss treatment will also apply to the deductible portion of any mark-to-market loss on the ordinary shares, as well as to any loss realized on the actual sale or disposition of the ordinary shares, to the extent that the amount of such loss does not exceed the net mark-to-market gains previously included for such ordinary shares. Your basis in the ordinary shares will be adjusted to reflect any such income or loss amounts. If you make a mark-to-market election, tax rules that apply to distributions by corporations which are not PFICs (described above in “—Dividends”) would apply to distributions by us (except that the preferential rates for qualified dividend income would not apply).
The mark-to-market election is available only for “marketable stock” which is stock that is traded in other than de minimis quantities on at least 15 days during each calendar quarter (“regularly traded”) on a qualified exchange or other market, as defined in applicable U.S. Treasury regulations. We expect that the ordinary shares will be listed on the NYSE, which is a qualified exchange for these purposes. If the ordinary shares are regularly traded, and the ordinary shares qualify as “marketable stock” for purposes of the mark-to-market rules, then the mark-to-market election might be available to you if we were to become a PFIC.
Because, as a technical matter, a mark-to-market election cannot be made for any lower-tier PFICs that we may own, you may continue to be subject to the PFIC rules with respect to your indirect interest in any investments held by us that are treated as an equity interest in a PFIC for U.S. federal income tax purposes.
We do not currently intend to provide information necessary for you to make qualified electing fund elections, which, if available, would result in tax treatment different from the general tax treatment for PFICs described above.
If you own our ordinary shares during any taxable year that we are a PFIC, you must file an annual report with the IRS, subject to certain exceptions based on the value of the ordinary shares held. A failure to file a required annual report will suspend the statute of limitations with respect to any tax return, event, or period to which such report relates (potentially including with respect to items that do not relate to your investment in the ordinary shares). You are urged to consult your tax advisor concerning the U.S. federal income tax consequences of holding and disposing of our ordinary shares if we are or become a PFIC, including the possibility of making a mark-to-market election.
Information Reporting and Backup Withholding
You may be required to submit to the IRS certain information with respect to your beneficial ownership of our ordinary shares, if such ordinary shares are not held on your behalf by certain financial institutions. Penalties also may be imposed if you are required to submit such information to the IRS and fail to do so.
Dividend payments with respect to ordinary shares and proceeds from the sale, exchange or redemption of ordinary shares may be subject to information reporting to the IRS and possible U.S. backup withholding. Backup withholding will not apply to you, however, if you furnish a correct taxpayer identification number and make any other required certification or are otherwise exempt from backup withholding. If you are required to establish your exempt status you generally must provide such certification on IRS Form W-9 or an acceptable substitute form.
Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against your U.S. federal income tax liability, and you may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the IRS and furnishing any required information. You are urged to consult your tax advisor regarding the application of the U.S. information reporting and backup withholding rules.
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F. Dividends and Paying Agents
Not applicable.
G. Statements by Experts
Not applicable.
H. Documents on Display
We previously filed with the SEC our registration statement on Form F-1 (Registration No. 333-217064), as amended, including the annual report contained therein, to register the issuance and sale of our Class A Ordinary Shares represented by ADSs in relation to our initial public offering. We have also filed with the SEC the registration statements on Form F-6 (Registration No. 333-217079) and Form F-6EF (Registration No. 333-252791 and 333-261292) to register our ADSs. We have also filed with the SEC a registration statement on Form F-1, as amended (Registration No. 333-333-276006) registering the Ordinary Shares underlying the ADSs, the Warrants and Warrant Shares, as amended (the “Securities Act”), including a final prospectus filed for the registration statement. In addition, we have filed with the SEC the shelf registration statement on Form F-3 (Registration No. 333-28582) to register our Class A ordinary shares, Class A Ordinary Shares represented by ADSs, preferred shares, debt securities, warrants, rights, and units. On September 8, 2025, we filed with the SEC a registration statement on Form 8-A12B/A to terminate our ADS program. Following such termination, our Class A Ordinary Shares trade directly on the New York Stock Exchange.
We are subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers, and are required to file reports and other information with the SEC. Specifically, we are required to file annually an annual report on Form 20-F within four months after the end of each fiscal year, which is December 31. All information filed with the SEC can be obtained over the internet at the SEC’s website at www.sec.gov or inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of documents, upon payment of a duplicating fee, by writing to the SEC. As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of quarterly reports and proxy statements, and officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.
I. Subsidiary Information
For information on subsidiaries, see “Item 4. Information on the Company—A. History and Development of the Company” and Note 1 to our audited consolidated financial statements included in “Item 18. Financial Statements” and Exhibit 8.1 to this annual report.
J. Annual Report to Security Holders
Not applicable.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Foreign Exchange Risk
Our revenue and expenses are mostly denominated in RMB, and a significant portion of our financial assets are also denominated in RMB, whereas our reporting currency is the U.S. dollar. The RMB is not freely convertible into foreign currencies for capital account transactions. The value of the RMB against the U.S. dollar and other currencies is affected by, among other things, changes in China’s political and economic conditions and China’s foreign exchange policies. On July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the RMB to the U.S. dollar, and the RMB appreciated more than 20% against the U.S. dollar over the following three years. Between July 2008 and June 2010, this appreciation halted and the exchange rate between the RMB and the U.S. dollar remained within a narrow band. Starting in June 2010, the PRC government allowed the RMB to appreciate slowly against the U.S. dollar. However, with the announcement by the PBOC to devalue the RMB in a move to support exports and boost the role of market pricing, the RMB has experienced significant depreciation against the U.S. dollar. For example, in August 2015, the PRC government allowed the RMB to depreciate by more than 4% against the U.S. dollar. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the RMB and the U.S. dollar in the future. To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk.
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Interest Rate Risk
We deposit surplus funds with Chinese banks earning daily interest. We do not invest in any instruments for trading purposes. Most of our outstanding debt instruments carry fixed rates of interest. Our operations generally are not directly sensitive to fluctuations in interest rates and we currently do not have any long-term debt outstanding. Management monitors the banks’ prime rates in conjunction with our cash requirements to determine the appropriate level of debt balances relative to other sources of funds. We have not entered into any hedging transactions in an effort to reduce our exposure to interest rate risk.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
A. Debt Securities
Not applicable.
B. Warrants and Rights
Not applicable.
C. Other Securities
Not applicable.
D. American Depositary Shares
Not applicable.
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PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
ITEM 15. CONTROLS AND PROCEDURES
(a) Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Annual Report on Form 20-F.
Based on such evaluation, our chief executive officer and chief financial officer have concluded that as of December 31, 2025, we did not maintain effective disclosure controls and procedures.
(b) Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. Our management evaluated the effectiveness of our internal control over financial reporting, as required by Rule 13a-15(c) of the Exchange Act, based on criteria established in the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management has concluded that our internal control over financial reporting was not effective as of December 31, 2025.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness of our internal control over financial reporting to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.
In connection with the audit of our consolidated financial statements as of December 31, 2025 and the results of our operations and our cash flows for each of the three years in the period ended December 31, 2025, our independent registered public accounting firm identified four material weaknesses in our internal control over financial reporting. As defined in standards established by the PCAOB, a “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.：
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Material Weaknesses in Internal Control over Financial Reporting
Management has assessed that the Company did not maintain fully effective internal control over financial reporting as of December 31, 2025, in accordance with applicable SEC guidance.
The identified material weaknesses primarily relate to deficiencies in controls over:
| ● | recoverability assessment, classification, and expected credit loss evaluation of accounts receivable, advances to suppliers, prepayments, and other receivable balances; |
| ● | inventory valuation and existence, including determination of net realizable value, inventory aging assessment, and controls over inventories held at third-party locations; |
| ● | monitoring and oversight of treasury activities, intercompany fund flows, offshore transactions, and speculative futures trading activities; |
| ● | valuation, impairment assessment, existence, and ownership verification of crypto-related assets and cryptocurrency mining equipment; and |
| ● | financial reporting and period-end close processes, including review controls over classifications, reconciliations, journal entries, and financial statement presentation. |
These deficiencies indicate that key controls over significant estimates, classifications, valuations, treasury activities, and underlying financial reporting processes were not designed or operating effectively. As a result, there is a reasonable possibility that material misstatements of the financial statements would not be prevented or detected on a timely basis.
Nature of Identified Control Deficiencies
The material weaknesses identified during the audit can be broadly categorized into the following areas:
Recoverability, classification, and credit risk assessment controls
The Company did not maintain sufficiently effective control over the review and assessment process relating to recoverability, classification, and expected credit losses assessments for accounts receivable, supplier advances, prepayments, loans, and other receivable balances. The identified deficiencies primarily related to insufficiently formalized review controls, limited documentation supporting management’s review and approval processes, and inadequate precision in evaluating significant judgments used in determining recoverability and classification conclusions.
Inventory valuation and existence controls
Controls over inventory valuation and existence were not consistently effective. The inventory valuation process initially did not fully incorporate all reasonably predictable costs to sell in determining net realizable value, and certain inventories were held for extended periods or maintained at third-party locations with limited direct oversight and reliance on external confirmations operating effectively. The identified deficiencies related primarily to insufficient review controls over net realizable value assessments, inventory aging analyses, and monitoring procedures over inventories maintained at third-party locations.
Treasury, cash management, and trading activity controls
Controls over treasury management, intercompany fund flows, offshore transactions, and speculative futures trading activities were not sufficiently formalized. Significant fund transfers, margin activities, and trading-related transactions required enhanced audit procedures due to limited documentation of business rationale, concentration of trading-related responsibilities among limited personnel, and insufficient segregation of duties and monitoring controls.
Crypto-related asset valuation and existence controls
The Company’s controls over the impairment assessment of cryptocurrency mining equipment and verification of digital assets ownership were not sufficiently formalized. The identified deficiencies primarily related to documentation, review, and verification controls over management’s assessment processes and supporting records.
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Financial reporting and close process controls
The Company’s financial reporting process relied significantly on manual adjustments, post-closing reclassifications, and management review processes that were not consistently formalized or independently reviewed. Significant reclassifications and presentation adjustments were required during the audit relating to liabilities, related party balances, trading financial assets, intercompany balances, and accrued liabilities. Supporting schedules and reconciliations were not consistently organized or clearly reconciled to final reported balances.
The audit identified significant post-closing reclassifications and financial statement presentation adjustments, including the reclassification of futures trading margin deposits and settlement balances from cash and cash equivalents to trading financial assets, together with related accounting policy and disclosure enhancements. These matters indicated that controls over financial statement classification, presentation, and review of non-routine transactions were not operating effectively.
In addition, significant manual adjustments and reconciliation efforts were required to appropriately classify and present certain liability, related party, intercompany, and accrued balances within the financial statements. Supporting schedules and reconciliations were not consistently organized or clearly reconciled to final reported balances.
These deficiencies were pervasive across multiple financial statement areas and required significant audit effort, expanded substantive testing, and additional professional judgment to address.
Management’s Remediation Plan
Management has initiated remediation measures intended to strengthen the Company’s internal control environment and financial reporting processes, including:
| ● | formalizing procedures and review controls relating to recoverability assessments, classification of balances, expected credit loss evaluations, and impairment assessments; |
| ● | enhancing controls over inventory valuation, inventory aging analysis, third-party inventory monitoring, and net realizable value assessments; |
| ● | strengthening treasury governance, including controls over significant fund transfers, intercompany transactions, offshore counterparties, and speculative futures trading activities; |
| ● | enhancing review and approval controls over non-routine transactions, journal entries, reconciliations, and financial statement preparation and disclosures processes; |
| ● | formalizing financial close procedures and improving reconciliation processes between supporting schedules, sub-ledgers, and financial statement balances; and |
| ● | policies, documentation standards, and verification procedures relating to digital asset management, including wallet access controls, valuation review processes, and independent reconciliation procedures. |
Management has also initiated enhancements relating to the review and classification of trading financial assets, futures trading balances, related party balances, and long-outstanding liabilities to improve the consistency and accuracy of financial statement presentation.
These remediation activities are intended to strengthen the overall control environment and improve the design and operation of controls over significant accounting processes and financial reporting activities. However, the remediation measures have not operated for a sufficient period of time for management or the auditors to conclude that the controls are operating effectively.
Accordingly, the material weaknesses identified continue to exist as of December 31, 2025.
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Conclusion on Effectiveness of ICFR
As a result of the material weaknesses described above, management concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2025.
Remediation of Material Weaknesses
To remediate the identified material weaknesses, management has developed and is implementing a comprehensive plan to strengthen the Company’s internal control over financial reporting. The remediation plan focuses on enhancing the control environment, strengthening technical accounting capabilities, and establishing robust and sustainable financial reporting processes.
The key remediation measures include:
(1) Strengthening accounting and financial reporting resources
| ● | Hiring additional qualified accounting personnel, including a financial controller with U.S. GAAP and SEC reporting experience; |
| ● | Implementing ongoing U.S. GAAP and financial reporting training programs. |
(2) Establishing governance and internal audit functions
| ● | Establishing an internal audit function to enhance monitoring of internal controls; |
| ● | Engaging external advisors to support Sarbanes-Oxley compliance and internal control improvements. |
(3) Formalizing accounting policies and financial close processes
| ● | Developing comprehensive accounting policies, manuals, and standardized closing procedures; |
| ● | Enhancing controls over period-end close, including cut-off, reconciliations, and accruals; |
| ● | Implementing formal documentation and review protocols. |
(4) Enhancing controls over significant and non-routine transactions
| ● | Establishing control processes for identification and accounting assessment of significant transactions; |
| ● | Requiring robust supporting documentation; |
| ● | Strengthening approval workflows; |
| ● | Enhancing controls over loan arrangements, payment flows, and inter-company transactions. |
(5) Enhancing valuation and estimation processes
| ● | Implementing formal methodologies for expected credit losses and inventory NRV; |
| ● | Strengthening impairment assessment processes for long-lived assets; |
| ● | Enhancing fair value methodologies for digital assets; |
| ● | Improving documentation, consistency, and review of key assumptions. |
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(6) Strengthening cash management and treasury controls
| ● | Implementing controls over large or unusual transactions; |
| ● | Enhancing documentation of business purpose; |
| ● | Performing counter-party due diligence; |
| ● | Strengthening classification controls for financing-related transactions; |
| ● | Partnering with third-party service providers and custodian banks to enhance oversight of bank accounts. |
Management is in the process of implementing these remediation measures and will continue to monitor their design and operating effectiveness. The material weaknesses will not be considered remediated until the relevant controls have been fully implemented, have operated effectively for a sufficient period of time, and have been tested for operating effectiveness.
Issues Identified:
The Company identified material weaknesses in its internal control over the procurement and payment cycle in relation to a significant software upgrade acquisition. These deficiencies included inadequate vendor due diligence, absence of a formal business needs assessment, lack of a comprehensive feasibility study (including financial projections), insufficient approval procedures with unclear authorization and segregation of duties, and inadequate contract and scope documentation. As a result, the vendor misunderstood the Company’s requirements, overestimated its technical capabilities, and may fail to deliver in accordance with contractual terms, exposing the Company to significant financial and operational risks.
Remediation Measures
To address these deficiencies, the Company plans to implement a series of remediation measures to strengthen its internal control framework. These include establishing a formal vendor due diligence policy, requiring the preparation of detailed Business Requirements Documents and feasibility studies for all material procurement, implementing a structured procurement approval matrix with defined authorization thresholds and independent cross-functional review, and enhancing contract governance through clearly defined Statements of Work, acceptance criteria, milestone-based deliverable, and protective contractual provisions. These measures are designed to improve decision-making, ensure proper oversight, and mitigate risks associated with large-scale procurement activities.
However, there can be no assurance that these remediation measures will be sufficient to fully remediate the material weaknesses or prevent future deficiencies.
We believe that the actions we are taking, as listed above, will help remedy the material weaknesses referred to above, and help strengthen our general internal controls and procedures over financial reporting. However, the process of designing and implementing an effective financial reporting system represents a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a financial reporting system that is adequate to satisfy our reporting obligations. While we have developed a remediation plan to address these material weaknesses, this remediation plan or any additional plan we plan to implement may be insufficient to address our material weaknesses and additional material weaknesses may be discovered in the future. We plan to continue to address and remediate additional control deficiencies we may identify during our evaluation process in 2025. If we fail to implement and maintain an effective system of internal controls or fail to remediate the material weaknesses in our internal control over financial reporting that have been identified, we may be unable to accurately report our results of operations or prevent fraud or fail to meet our reporting obligations, and investor confidence and the market price of our Class A Ordinary Shares may be materially and adversely affected.
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(c) Attestation Report on Internal Control over Financial Reporting of the Registered Public Accounting Firm
We did not include an attestation report of the Company’s registered public accounting firm due to rules of the SEC where domestic and foreign registrants that are non-accelerated filers, which we are, are not required to provide the auditor attestation report.
(d) Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Management continues to evaluate and enhance its internal control framework and may identify additional control deficiencies in the future.
ITEM 16. [RESERVED]
Item 16A. Audit Committee Financial Expert
Our board of directors has determined that Mr. Wenbin Wu, an independent director (under the standards set forth under Section 303A of the Corporate Governance Rules of the New York Stock Exchange and Rule 10A-3 under the Exchange Act) and member of our audit committee, is an audit committee financial expert.
Item 16B. Code of Ethics
Our board of directors adopted a code of business conduct and ethics that applies to our directors, officers and employees in July 2017. We have posted a copy of our code of business conduct and ethics at https://www.sec.gov/Archives/edgar/data/1346610/000119312517105710/d146303dex991.htm.
SOS has not granted a waiver, including an implicit waiver, from a provision of the code of ethics to a principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.
Item 16C. Principal Accountant Fees and Services
The following table sets forth the aggregate fees by categories specified below in connection with Audit Alliance LLP (“Audit Alliance”) and Assentsure PAC (“Assentsure”) (our independent registered public accounting firms), we did not pay any other fees to our independent registered public accounting firm during the periods indicated below.
| For
the Year Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Audit fees(1) | $ | 240,000 | $ | 300,000 | $ | 300,000 | ||||||
| Audit-Related fees (2) | - | - | - | |||||||||
| Tax fees (3) | - | - | - | |||||||||
| All other fees | - | - | - | |||||||||
| Total | $ | 240,000 | $ | 300,000 | $ | 300,000 | ||||||
| (1) | “Audit fees” means the aggregate fees billed for each of the fiscal years for professional services rendered by our principal accountant for the audit of our annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. |
| (2) | “Audit-related fees” means the aggregate fees billed for related services by our principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under Audit fees. |
| (3) | “Tax fees” means the aggregated fees billed for professional services rendered by our independent registered public accounting firm for tax compliance, tax advice, and tax planning. |
The policy of our audit committee is to pre-approve all audit and non-audit services including audit services, audit-related services, tax services and other services as described above, other than those for de minimis services which are approved by the audit committee prior to the completion of the audit.
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Item 16D. Exemptions From the Listing Standards for Audit Committees
Not applicable.
Item 16E. Purchase of Equity Securities by the Issuer and Affiliated Purchasers
None.
Item 16F. Change in Registrant’s Certifying Accountant
On February 25, 2026, SOS Limited (the “Company”), upon the approval and ratification of the audit committee of the board of directors (the “Audit Committee”), dismissed Audit Alliance LLP (“Audit Alliance”), the former independent registered public accounting firm of the Company, effective on February 25, 2026, and appointed Assentsure PAC (PCAOB ID: 6783) (“Assentsure PAC”) to serve as its independent registered public accounting firm, effective on February 25, 2026, for the year ended December 31, 2025.
Item 16G. Corporate Governance
As a Cayman Islands company listed on the NYSE, we are subject to the NYSE corporate governance listing standards. NYSE rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the NYSE corporate governance listing standards. Currently, we rely on certain home country practices with respect to our corporate governance. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Class A Ordinary Shares—You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are registered under Cayman Islands law.”
Item 16H. Mine Safety Disclosure
Not applicable.
Item 16I. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
Not applicable.
Item 16J. Insider Trading Policies
We
have
1. No Trading. No director, officer or employee of, or consultant or contractor to, our company, and no member of the immediate family or household of any such person, shall engage in any transaction involving a purchase or sale of our company’s securities, including any offer to purchase or offer to sell, during any period commencing with the date that he or she possesses material nonpublic information concerning our company, and ending at the beginning of the trading day following the second date of public disclosure of that information, or at such time as such nonpublic information is no longer material.
2. No Tipping. No Insider shall disclose material nonpublic information to any other person (including family members) where such information may be used by such person to his or her profit by trading in the securities of companies to which such information relates, nor shall such insider or related person make recommendations or express opinions on the basis of material nonpublic information as to trading in our company’s securities.
3. Confidentiality. Nonpublic information relating to our company is the property of our company and the unauthorized disclosure of such information is forbidden. In the event any officer, director or employee of our company receives any inquiry from outside, such as a stock analyst, for information (particularly financial results and/or projections) that may be material nonpublic information, the inquiry should be referred to our company’s general counsel, who is responsible for coordinating and overseeing the release of such information to the investing public, analysts and others in compliance with applicable laws and regulations.
We are committed to maintaining the highest standards of ethical conduct and have implemented these insider trading policies and procedures to ensure compliance with applicable securities laws and to protect the interests of our shareholders.
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Item 16K. Cybersecurity
Cybersecurity Risk Management and Strategy
To
maintain a consistently high level of service experience for our customers, preserve the confidentiality, integrity, and availability
of our information systems, safeguard our assets, data, intellectual property and network infrastructure, while meeting regulatory requirements,
it is crucial to effectively manage cybersecurity risks.
Our dedicated cybersecurity staff is tasked with assessing, identifying and managing risks related to cybersecurity threats and, under the leadership of our head of cybersecurity, is responsible for:
| ● | risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment; |
| ● | development of risk-based action plans to manage identified vulnerabilities and implementation of new protocols and infrastructure improvements; |
| ● | cybersecurity incident investigations; |
| ● | monitoring threats to sensitive data and unauthorized access to our systems; |
| ● | secure access control measures applied to critical IT systems, equipment and devices, designed to prevent unauthorized users, processes, and devices from assessing IT systems and data; |
| ● | developing and executing protocols to ensure that information regarding cybersecurity incidents is promptly shared with our board of directors, as appropriate, to allow for risk and materiality assessments and to consider disclosure and notice requirements; and |
| ● | developing and implementing training on cybersecurity, information security and threat awareness. |
Governance
Our board of directors acknowledges the significance of robust cybersecurity management programs and actively participates in overseeing and reviewing our cybersecurity risk profile and exposures.
Our
chief executive officer leads the overall assessment, identification and management of risks related to cybersecurity threats. Our chief
executive officer works collaboratively with us and receives regular briefings on cybersecurity matters, such as report on cybersecurity
incidents and responses and remedial measures.
Our
chief executive officer and dedicated staff are
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PART III
ITEM 17. FINANCIAL STATEMENTS
We have elected to provide financial statements pursuant to Item 18.
ITEM 18. FINANCIAL STATEMENTS
See pages F-1 through F-42.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To The Shareholders and the Board of Directors of SOS Limited
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of SOS Limited and its subsidiaries (collectively, the “Company”) as of December 31, 2025, and the consolidated statements of profit and other comprehensive income, consolidated statements of equity and cash flows for the year ended December 31, 2025 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Restatement of 2025 Financial Statements
As discussed in Note 2.1 to the consolidated financial statements, the Company has restated certain prior year presentation amounts in the consolidated balance sheets as of December 31, 2024 to conform to the current year presentation. Certain amounts previously presented as “Cash and cash equivalents” and “Investment securities” were reclassified to “Trading financial assets” based on the nature of the underlying assets and management’s reassessment of the classification. This reclassification had no impact on the Company’s total assets, total liabilities, shareholders’ equity, or net loss previously reported in the consolidated financial statements.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Recoverability and Classification of Receivables, Advances, Prepayments and Related Party Balances
Accounts receivable, other receivables, prepayments, and related party balances represented a significant portion of the Company’s assets as of December 31, 2025. These balances included trade receivables, supplier advances, loan receivables, deposits, related party balances, and other non-trade receivables.
As described in Notes 3, 4 and 5 to the consolidated financial statements, management applied significant judgment in assessing the classification and recoverability of these balances, including determining whether amounts should be classified as prepayments, loans, receivables, or related party balances, and in estimating the related allowance for expected credit losses.
These balances arose primarily from commodity trading, service arrangements, supplier advance arrangements, financing-type transactions, and related party activities. The assessment of recoverability and classification was closely linked to the underlying commercial substance, settlement arrangements, and collection cycle associated with these transactions.
F-1
We identified this as a critical audit matter due to the significant increase in supplier advances and prepayments during the year, the existence of long-outstanding and aged balances, the presence of loan-type and non-routine arrangements, balances involving related parties, significant manual reclassifications and adjustments, and the significant auditor judgment required to evaluate recoverability, commercial substance, and the adequacy of expected credit loss allowances.
Our audit procedures included, among others, evaluating the design and implementation of controls over classification and allowance estimation; inspecting agreements, contracts, settlement arrangements, and supporting documentation; performing aging analysis and testing underlying transaction data; assessing subsequent settlements, collections, and offsetting arrangements; obtaining and evaluating third-party confirmations, where applicable; performing counterparty and related party due diligence on selected balances; evaluating the reasonableness of management’s allowance for expected credit losses; and assessing the appropriateness of classification between receivables, prepayments, loans, advances, and related party balances.
Inventory Valuation
As described in Note 6 to the consolidated financial statements, the Company’s inventories primarily consist of commodity trading goods and are measured at the lower of cost and net realizable value (“NRV”). As of December 31, 2025, the Company recorded inventories of $23.9 million, net of inventory write-downs of $8.6 million.
Inventory balances are directly linked to the Company’s commodity trading revenue, as revenue is recognized at a point in time upon transfer of control of goods. Accordingly, the valuation and existence of inventory also impact the timing and recognition of related revenue transactions.
We identified the evaluation of inventory valuation as a critical audit matter due to the significant judgment required by management in estimating NRV, particularly in light of commodity price volatility, the use of assumptions such as pricing coefficients with limited observable market data, the existence of aged inventory balances, and the sensitivity of valuation to changes in key assumptions.
Our audit procedures included, among others, evaluating the appropriateness of management’s NRV methodology; testing key inputs such as commodity prices, product characteristics, and pricing coefficients by reference to external data and supporting documentation; assessing whether estimated costs to complete and sell were appropriately incorporated; performing sensitivity analyses; evaluating the impact of inventory aging; and assessing the consistency of management’s conclusions with the amounts recorded and disclosed in the financial statements.
Limited observable market evidence was available for certain inventory items, which increased estimation uncertainty.
Valuation of Crypto-Related Assets (Property, Plant and Equipment and Digital Assets)
As described in Notes 8 and 9 to the consolidated financial statements, the Company’s assets include cryptocurrency mining equipment classified within property, plant and equipment, as well as digital assets such as Bitcoin (“BTC”) and Ethereum (“ETH”).
These assets involve significant valuation and impairment considerations. Mining equipment is evaluated for impairment based on estimated future cash flows, while digital assets are measured at fair value based on quoted market prices in active markets.
We identified the valuation of crypto-related assets as a critical audit matter due to the significant judgment required by management and the sensitivity of valuations to changes in underlying economic factors, including cryptocurrency prices, mining difficulty, energy costs, and expected utilization.
The principal considerations for our determination included the significant judgment involved in estimating future cash flows for impairment assessments, the high sensitivity of valuations to cryptocurrency price fluctuations and market conditions, the complexity of assessing recoverability of mining equipment in light of changing mining economics, and the need to evaluate the existence and ownership of digital assets.
Our audit procedures included, among others, evaluating the appropriateness of management’s methodologies for impairment testing and fair value measurement; testing key assumptions such as cryptocurrency prices, mining difficulty, energy costs, and utilization rates; performing sensitivity analyses; comparing selected inputs to observable market data; verifying the existence and ownership of digital assets through wallet inspection and blockchain validation; and assessing the consistency of management’s conclusions with the amounts recorded and disclosed in the financial statements.
/s/
Assentsure PAC
We have served as the Company’s auditor since 2026.
May 15, 2026
PCAOB
ID Number
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To The Shareholders and the Board of Directors of SOS Limited
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of SOS Limited and its subsidiaries (collectively, the “Company”) as of December 31, 2024 and 2023, and the consolidated statements of profit and other comprehensive income, consolidated statements of equity and cash flows for each of the two years in the period ended December 31, 2024 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023 and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Allowance for current expected credit losses (“CECL”) on Accounts Receivables and Other Receivables
As described in Note 4 and Note 5 to the financial statements, the Company adopted ASU 2016-13, Financial Instruments-Credit Losses (codified as Accounting Standard Codification Topic 326), since January 1, 2020, which requires measurement and recognition of current expected credit losses for financial assets held at amortized cost.
The Company estimated the allowance for credit losses based on historical credit loss experience, current economic conditions, supportable forecasts of future economic conditions, and any expected recoveries. Additional considerations included customer payment history, payment terms offered in the normal course of business, and industry-specific factors that may affect the collectability of the receivables as of the reporting date. Professionals with specialized skills were engaged by the Company to assist in the estimation process.
We identified the allowance for current expected credit losses on accounts receivables and other receivables as a critical audit matter due to the involvement of significant management judgment and estimation uncertainty in evaluating credit risk, as well as the materiality of the balances to the financial statements.
F-3
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures included: (1) obtaining an understanding and assessing management’s method for developing the allowance for credit losses; (2) evaluating the competence, capabilities and objectivity of the professionals engaged by the Company; (3) independently evaluating the appropriateness of the valuation model, by reviewing the valuation report and the calculation schedules prepared by the management and third party valuation specialists engaged by the Company; (4) testing the accuracy of management’s basic input in calculating CECL including aging report, historical write-offs and recoveries, on a sample basis; (5) sending confirmations to debtors to confirm the accuracy of the basic information and terms of the loan receivables and other receivable accounts; and (6) performing credit reviews on significant receivable balances, including assessments of the counterparties’ financial condition and willingness to repay.
Impairment of Inventories
As described in Note 6 to the financial statements, the Company assessed impairment on inventories.
The Company reviews inventory for impairment when events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. The recoverability of inventory is evaluated by initially comparing its carrying amount to the estimated undiscounted future cash flows expected to be generated. If it is determined that the inventory is not recoverable, an impairment loss is recognized in the amount by which the carrying value exceeds its fair value.
We identified inventory impairment as a critical audit matter due to the involvement of significant management judgment in evaluating whether an impairment indicator exists and in estimating the recoverable value. Auditing this area involved subjectivity in assessing assumptions and estimates used by management in determining the impairment.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures included: (1) Observing the condition of inventory during inventory counts; (2) Understanding and evaluating Company’s accounting policy on the valuation of its inventories and management’s basis in determining the inventories reserve; (3) Testing the accuracy and completeness of management’s calculation and the underlying data that served as the basis for the calculation of inventory reserve; (4) Evaluating and assessing the reasonableness of the inventory reserve assumptions.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures included: (1) Observing the condition of inventory during inventory counts; (2) Understanding and evaluating Company’s accounting policy on the valuation of its inventories and management’s basis in determining the inventories reserve; (3) Testing the accuracy and completeness of management’s calculation and the underlying data that served as the basis for the calculation of inventory reserve; (4) Evaluating and assessing the reasonableness of the inventory reserve assumptions.
/s/ Audit Alliance LLP
We have served as the Company’s auditor since 2020.
Singapore
May 15, 2025
PCAOB ID Number 3487
F-4
SOS LIMITED
CONSOLIDATED BALANCE SHEETS
(US$ thousands, except share data and per share data, or otherwise noted)
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Trading financial assets | ||||||||
| Accounts receivable, net | ||||||||
| Inventories | ||||||||
| Other receivables, net | ||||||||
| Amount due from related parties | ||||||||
| Intangible assets | ||||||||
| Tax recoverable | ||||||||
| Total current assets | ||||||||
| Non-current assets: | ||||||||
| Operating lease, right-of-use assets | ||||||||
| Property, plant and equipment, net | ||||||||
| Goodwill | ||||||||
| Total non-current assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accrued liabilities | $ | $ | ||||||
| Accounts payable | ||||||||
| Amount due to related parties | ||||||||
| Operating lease liabilities | ||||||||
| Tax payable | ||||||||
| Other payables | ||||||||
| Total current liabilities | ||||||||
| Total liabilities | $ | $ | ||||||
| Shareholders’ equity Ordinary shares, $ | $ | $ | ||||||
| Statutory reserve | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Non-controlling interests | ( | ) | ( | ) | ||||
| Total shareholders’ equity | $ | $ | ||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-5
SOS LIMITED
CONSOLIDATED STATEMENTS OF PROFIT AND OTHER COMPREHENSIVE INCOME
(US$ thousands, except share data and per share data, or otherwise noted)
| For the Years Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| REVENUES | $ | $ | ||||||||||
| COST OF REVENUES | ( | ) | ( | ) | ( | ) | ||||||
| GROSS PROFIT | ||||||||||||
| OPERATING EXPENSES: | ||||||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ||||||
| Selling expenses | ( | ) | ( | ) | ( | ) | ||||||
| Share-based compensation | ( | ) | ( | ) | ( | ) | ||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ||||||
| LOSS FROM OPERATIONS | ( | ) | ( | ) | ( | ) | ||||||
| OTHER (EXPENSE)/INCOME | ||||||||||||
| Other (expense)/income, net | ( | ) | ||||||||||
| Total other (expenses) | ( | ) | ||||||||||
| LOSS BEFORE INCOME TAXES | ( | ) | ( | ) | ( | ) | ||||||
| INCOME TAXES | ( | ) | ( | ) | ||||||||
| NET LOSS FROM CONTINUING OPERATION | ( | ) | ( | ) | ( | ) | ||||||
| Net income attributable to non-controlling interests | ||||||||||||
| NET LOSS ATTRIBUTABLE TO SHAREHOLDERS | ( | ) | ( | ) | ( | ) | ||||||
| DISCONTINUED OPERATIONS | ||||||||||||
| Gain on disposal of discontinued operations | ||||||||||||
| gain FROM DISCONTINUED OPERATIONS | ||||||||||||
| NET LOSS ATTRIBUTABLE TO SOS LIMITED | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| OTHER COMPREHENSIVE (LOSS)/INCOME | ||||||||||||
| Foreign currency translation | ( | ) | ||||||||||
| TOTAL COMPREHENSIVE (LOSS)/INCOME | $ | ( | ) | $ | ( | ) | $ | |||||
| Weighted average number of ordinary shares | ||||||||||||
| Basic | ||||||||||||
| Diluted | ||||||||||||
| LOSS PER SHARE | ||||||||||||
| Basic | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
The accompanying notes are an integral part of these consolidated financial statements.
F-6
SOS LIMITED
CONSOLIDATED STATEMENTS OF EQUITY
(US$ thousands, except share data and per share data, or otherwise noted)
| Ordinary shares | Additional | Accumulated other | Non- | Total | ||||||||||||||||||||||||||||||||||||||||
| Class
A shares | Class
B shares | Treasury stock | Total
shares | Par value | Paid-in capital | Accumulated deficits | Statutory Reserve | comprehensive loss | controlling interests | shareholders’ equity | ||||||||||||||||||||||||||||||||||
| Balance, December 31, 2022 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A Ordinary Shares and warrant | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Disposition of continued operation | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Appropriation of statutory reserve | - | - | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A Ordinary Shares and warrant | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Disposition of discontinued operation | - | - | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A Ordinary Shares and warrant | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class B Ordinary Shares and Share-based compensation | ||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Cumulative effect upon adoption of ASU 2023-08 | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2025 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| * | On September 8, 2025, in connection with a 150-for-one consolidation of the Company’s ordinary shares approved by shareholders at an extraordinary general meeting held on August 11, 2025, the Company terminated its ADS program and the Deposit Agreement with Citibank, N.A., as depositary. All outstanding ADSs were automatically cancelled, and each ADS holder receive one (1) Class A Ordinary Share, per value US$0.75 per share, for each ADS cancelled. Following the termination, the Company’s Class A Ordinary Shares commenced direct trading on the New York Stock Exchange. |
The accompanying notes are an integral part of these consolidated financial statements.
F-7
SOS LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(US$ thousands, except share data and per share data, or otherwise noted)
| Year ended | Year ended | Year ended | ||||||||||
| December 31, | December 31, | December 31, | ||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Net loss from continuing operation | ( | ) | ( | ) | ( | ) | ||||||
| Net gain from discontinued operation | ||||||||||||
| Adjustments for: | ||||||||||||
| Depreciation of property, plant and equipment | ||||||||||||
| Depreciation of right-of-use assets | ||||||||||||
| Share-based compensation | ||||||||||||
| Accretion of finance leases | ||||||||||||
| Allowance for credit losses - accounts receivable | ||||||||||||
| Allowance for credit losses - other receivables | ( | ) | ||||||||||
| Impairment of intangible assets | ||||||||||||
| Impairment of mining equipment | ||||||||||||
| Impairment of property plant and equipment | ||||||||||||
| Inventory impairment | ||||||||||||
| Adjustments, total | ||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||
| Accounts receivable | ( | ) | ( | ) | ||||||||
| Investment securities | ( | ) | ( | ) | ||||||||
| Other receivables | ( | ) | ( | ) | ( | ) | ||||||
| Amount due from related parties | ( | ) | ||||||||||
| Inventories | ( | ) | ||||||||||
| Intangible assets | ( | ) | ( | ) | ||||||||
| Accrued liabilities | ( | ) | ( | ) | ||||||||
| Tax (recoverable)/payable | ( | ) | ( | ) | ||||||||
| Accounts payable | ( | ) | ( | ) | ||||||||
| Other payables | ( | ) | ( | ) | ||||||||
| Amount due to related parties | ( | ) | ||||||||||
| Lease liabilities | ( | ) | ( | ) | ||||||||
| Net cash generated from/(used in) operating activities from continuing operations | ( | ) | ( | ) | ||||||||
| Net cash generating from discontinued operating activities | ||||||||||||
| Net cash generated from/(used in) operating activities | ( | ) | ( | ) | ||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||
| Purchases of property, plant and equipment | ( | ) | ||||||||||
| Net cash used in investing activities from continuing operations | ( | ) | ||||||||||
| Net cash used in investing activities from discontinued operation | ||||||||||||
| Net cash used in investing activities | ( | ) | ||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||
| Repayment of principle portion of lease liabilities | ( | ) | ( | ) | ||||||||
| Proceed from share issuance, net of issuance costs | ||||||||||||
| Net cash generated from financing activities | ||||||||||||
| EFFECT OF EXCHANGE RATES ON CASH | ( | ) | ( | ) | ||||||||
| NET CHANGES IN CASH AND CASH EQUIVALENTS | ( | ) | ( | ) | ||||||||
| CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | ||||||||||||
| CASH AND CASH EQUIVALENTS, END OF YEAR | $ | $ | $ | |||||||||
| LESS: CASH AND CASH EQUIVALENTS, FROM THE DISCONTINUED OPERATIONS | $ | $ | $ | |||||||||
| Supplemental cash flow information | ||||||||||||
| Cash paid for income tax | ||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-8
SOS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$ thousands, except share data and per share data, or otherwise noted)
| 1. | ORGANIZATION AND PRINCIPAL ACTIVITIES |
We are an emerging blockchain-based and big data-driven marketing solution provider, also engaged in blockchain and cryptocurrency operations, which currently include cryptocurrency mining and may expand into cryptocurrency security and insurance in the future. Since April 2021, we launched commodity trading via our subsidiary SOS International Trading Co. Ltd and Weigou International Trading Co Ltd. Major trading commodity includes mineral resin, soy bean, wheat, sesame, liquid sulfur, petrol coke and latex etc.
We
were formed in Delaware on July 12, 2004 as China Risk Finance LLC. We began our credit analytics service provider business in 2001.
We developed our proprietary, advanced technology over the past 18 years, during which our founders and management team advised many
of China’s largest banks in analyzing consumer credit to issue over hundred million credit cards to consumers. On
April 28, 2017, our ADSs commenced trading on the NYSE under the symbol “XRF.” In May 2017, we completed our IPO in which
we sold a total of
On
May 5, 2020, we entered into a set of agreements with Yong Bao Two Limited (“YBT”), the shareholders of YBT (the “YBT
Shareholders”), eight individual investors introduced by YBT (collectively with the YBT Shareholders, the “Investors”)
and True North Financial, LLC to acquire YBT, which controls its variable interest entity SOS Information Technology Co., Ltd.. The transaction
was consummated on May 15, 2020. As a result, we now own
On
August 3, 2020, we entered into certain share purchase agreement (the “Disposition SPA”) with Hantu (Hangzhou) Asset Management
Co., Ltd. (the “Purchaser”). Pursuant to the Disposition SPA, the Purchaser agreed to purchase CRF China Holding Co. Limited,
a Hong Kong limited company, China Capital Financial LLC, a Delaware limited liability company, CRF China Limited, a British Virgin Islands
company, CRF Technology LLC, a California limited liability company, and HML China LLC, a Delaware limited liability company (collectively,
the “XRF Subsidiaries”) in exchange for cash consideration of $
In 2020, we have launched our crypto mining business, and aim to start infrastructure services in blockchain security for our big data insurance marketing as well as provide insurance and banking services for digital assets and cryptocurrencies. The company temporarily shut down mining operations in 2025, as electricity price keep staying high causing cryptocurrency mining to no longer be cost-effective.
On May 5, 2020, we acquired data marketing
business by entering into a set of agreements with YBT (Yongbao Two Ltd.), the shareholders of YBT (the “YBT Shareholders”),
eight individual investors introduced by YBT (collectively with the YBT Shareholders, the “Investors”) and True North Financial,
LLC to acquire YBT, which controls its variable interest entity SOS Information. The transaction was consummated on May 15, 2020. As a
result, we now own
We purchase data from our suppliers, including Shandong Subao IT Ltd., Jiangxi Chacha IT Ltd. and Liaoning Tianzheng Ltd. With a stable supply of data, we use data mining and analytics technologies to find patterns and valuable data within the large amounts of data we collect. We then provide specific data point recommendations to our clients.
On November 2, 2022, the Company disposed
it off by entering into a certain share purchase agreement (the “Disposition SPA”) with S International Holdings Limited (the
“Purchaser”), a Cayman Islands exempt company, and S International Group Limited (“S International” or the “Target”),
a British Virgin Islands company and the Company’s wholly owned subsidiary prior to the Disposition. Pursuant to the Disposition
SPA, the Purchaser agreed to purchase S International in exchange for cash consideration of $
The Company re-classified revenue generated from incomplete data marketing contract into “Other” in FY2022 and FY2023 annual reporting respectively. All such contracts were completed during FY 2024. Legacy business ended thereafter.
F-9
SOS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$ thousands, except share data and per share data, or otherwise noted)
| 1. | ORGANIZATION AND PRINCIPAL ACTIVITIES - continued |
The accompanying consolidated financial statements reflect the activities of SOS Limited and each of the following entities:
| Name | Background | Abbreviation | ||
| SOS Information Technology New York Inc. | ||||
| Yong Bao Two Ltd. | ||||
| Canada XX Exchange Ltd. | ||||
| US XX Exchange Ltd. | ||||
| Future Technology Global Ltd. (HK) | ||||
| FDW Limited | ||||
| China SOS Ltd. | ||||
| FD LLC | ||||
| Qingdao SOS Investment Management Co., Ltd. | ||||
| Qingdao SOS Investment LLP | ||||
| SOS Auto Service Co., Ltd. | ||||
| Inner Mongolia SOS Insurance Agency Co., Ltd. | ||||
| Common Prosperity Technology Co., Ltd. | ||||
| SOS International Trading Co., Ltd. | ||||
| S International Trading Co Limited | ||||
| Weigou International Trading Co., Ltd. | ||||
| Shuyun International Trading Co., Ltd. | ||||
| Chexiaoer Technology Co., Ltd. | ||||
| Hebei S Cloud Enterprise Management Co., Ltd. | ||||
| SOS Rescue Service LLC | ||||
| SOS Emergency Rescue Service Ltd. | ||||
| Future Digital Investment Ltd. | ||||
| Qingdao Zhonghai Venture Capital Management Co., Ltd. | ||||
| Chexiaoer (Tianjin Automobile) Management Co., Ltd. | ||||
| Hebei Chexiaoer Technology Co., Ltd. | ||||
| Zhongjian Tianxia(Beijing) Investment Co., Ltd. | ||||
| Xinxin Ranran International Trading Co. Ltd | ||||
| Future Digital Trading Ltd. | ||||
| Qingdao Yonbao Ronghe International Trading Co Ltd. | ||||
| Future Digital Trading Pte. Ltd. |
F-10
SOS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$ thousands, except share data and per share data, or otherwise noted)
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES |
Basis of presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for information pursuant to the rules and regulations of the SEC.
Principles of consolidation
The consolidated financial statements include the financial statements of the Company and its subsidiaries, which include the wholly- foreign owned enterprise (“WFOE”) 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.
Variable Interest Entity Agreement
On May 14, 2020, Weibao Enterprise Management Consulting (Shijiazhuang) Co., Ltd. (“Weibao Enterprise”), Guian New Area Zhongyuan Technology Co., Ltd. (“Zhongyuan Technology”), and Messrs. Yilin Wang, Weidong Feng, and Xianlong Wu, citizens of China and shareholders of Zhongyuan Technology, entered into the following agreements, or collectively, the “Variable Interest Entity Agreements” or “VIE Agreements,” pursuant to which Weibao Enterprise has contractual rights to control and operate the business of Zhongyuan Technology (the “VIE”). Therefore, pursuant to ASC 810, Zhongyuan Technology has been included in the Company’s consolidated financial statements since then.
The VIE Agreements are as follows:
| 1) | Technical Consulting and Service Agreement by and between Weibao Enterprise and Zhongyuan Technology. Pursuant to the Exclusive Technical Consulting and Service Agreement, Weibao Enterprise agreed to act as the exclusive consultant of Zhongyuan Technology and provide technical consulting and services to Zhongyuan Technology. In exchange, Zhongyuan Technology agreed to pay Weibao Enterprise a technical consulting and service fee, the amount of which is to be equivalent to the amount of net profit before tax of Zhongyuan Technology, payable on a quarterly basis after making up losses of previous years (if necessary) and deducting necessary costs, expenses and taxes related to the business operations of Zhongyuan Technology. Without the prior written consent of Weibao Enterprise, Zhongyuan Technology may not accept the same or similar technical consulting and services provided by any third party during the term of the agreement. All the benefits and interests generated from the agreement, including but not limited to intellectual property rights, know-how and trade secrets, will be Weibao Enterprise’s sole and exclusive property. This agreement has a term of |
| 2) | Equity Interest Purchase Option Agreement by and among Weibao Enterprise, Zhongyuan Technology, and Messrs. Yilin Wang, Weidong Feng and Xianlong Wu. Pursuant to the Exclusive Purchase Option Agreement, Messrs. Yilin Wang, Weidong Feng and Xianlong Wu granted to Weibao Enterprise and any party designated by Weibao Enterprise the exclusive right to purchase, at any time during the term of this agreement, all or part of the equity interests in Zhongyuan Technology, or the “Equity Interests,” at a purchase price equal to the registered capital paid by Messrs. Yilin Wang, Weidong Feng and Xianlong Wu for the Equity Interests, or, in the event that applicable law requires an appraisal of the Equity Interests, the lowest price permitted under applicable law. Pursuant to powers of attorney executed by Messrs. Yilin Wang, Weidong Feng and Xianlong Wu, they irrevocably authorized any person appointed by Weibao Enterprise to exercise all shareholder rights, including but not limited to voting on their behalf on all matters requiring approval of Zhongyuan Technology’s shareholders, disposing of all or part of the shareholders’ equity interest in Zhongyuan Technology, and electing, appointing or removing directors and executive officers. The person designated by Weibao Enterprise is entitled to dispose of dividends and profits on the equity interest without reliance on any oral or written instructions of Messrs. Yilin Wang, Weidong Feng and Xianlong Wu. The powers of attorney will remain in force for so long as Messrs. Yilin Wang, Weidong Feng and Xianlong Wu remain the shareholders of Zhongyuan Technology. Messrs. Yilin Wang, Weidong Feng and Xianlong Wu have waived all the rights which have been authorized to Weibao Enterprise’s designated person under the powers of attorney. |
F-11
SOS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$ thousands, except share data and per share data, or otherwise noted)
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES - continued |
| 3) | Equity Pledge Agreement by and among Weibao Enterprise, Zhongyuan Technology, and Messrs. Yilin Wang, Weidong Feng and Xianlong Wu. Pursuant to the Equity Pledge Agreement, Mr. Messrs. Yilin Wang, Weidong Feng and Xianlong Wu pledged all of the Equity Interests to Weibao Enterprise to secure the full and complete performance of the obligations and liabilities on the part of Zhongyuan Technology and them under this and the above contractual arrangements. If Zhongyuan Technology, Messrs. Yilin Wang, Weidong Feng or Xianlong Wu breaches their contractual obligations under these agreements, then Weibao Enterprise, as pledgee, will have the right to dispose of the pledged equity interests. Messrs. Yilin Wang, Weidong Feng and Xianlong Wu agree that, during the term of the Equity Pledge Agreements, they will not dispose of the pledged equity interests or create or allow any encumbrance on the pledged equity interests, and they also agree that Weibao Enterprise’s rights relating to the equity pledge should not be interfered with or impaired by the legal actions of the shareholders of Zhongyuan Technology, their successors or designees. During the term of the equity pledge, Weibao Enterprise has the right to receive all of the dividends and profits distributed on the pledged equity. The Equity Pledge Agreement will terminate as soon as reasonably practical when Zhongyuan Technology, Messrs. Yilin Wang, Weidong Feng and Xianlong Wu have completed all their obligations under the contractual agreements described above. |
| 4) | Voting Rights Proxy and Financial Support Agreement by and among Weibao Enterprise, Zhongyuan Technology, and Messrs. Yilin Wang, Weidong Feng and Xianlong Wu. Pursuant to the Voting Rights Proxy and Financial Support Agreement, Messrs. Yilin Wang, Weidong Feng and Xianlong Wu entrusts Weibao Enterprise or Weibao Enterprise’s designee to vote on their behalf at the shareholder meetings of Zhongyuan Technology. As consideration for the entrustment of the voting rights of Messrs. Yilin Wang, Weidong Feng and Xianlong Wu at Zhongyuan Technology’s shareholder meetings to Weibao Enterprise, Weibao Enterprise agreed to arrange for funds to be provided as necessary in connection with the business operations of Zhongyuan Technology. Weibao Enterprise further agreed that if the business were to fail in the ordinary course of business, none of Messrs. Yilin Wang, Weidong Feng and Xianlong Wu shall have any obligation to repay the financial support provided by Weibao Enterprise. |
On November 2, 2022, pursuant to the terms of the Qingdao SOS Investment VIE Agreements, Qingdao SOS Investment, Qingdao SOS Industrial, and shareholders of Qingdao SOS Industrial unanimously agreed to terminate the Qingdao SOS Investment VIE Agreements. The termination of the VIE contractual arrangements were effective on November 2, 2022.
On November 2, 2022, Qingdao S Investment Holding Limited (“Qingdao S Investment”), Qingdao SOS Industrial Holding Co., Ltd. (“Qingdao SOS Industrial”), and Messrs. Yilin Wang, Weidong Feng, and Xianlong Wu, citizens of China and shareholders of Qingdao SOS Industrial, entered into a series of contractual arrangements, including
Equity Pledge Agreement, Exclusive Management Consultation and Business Cooperation Agreement, Exclusive Purchase Option Agreement and Power of Attorney, collectively, the “Qingdao S Investment VIE Agreements,” pursuant to which Qingdao S Investment has contractual rights to exercise control over the Qingdao S Industrial.
Therefore, Qingdao SOS Industrial and its subsidiaries’ financial results had been consolidated by the Company in accordance with U.S. GAAP due to the Company being the primary beneficiary of these companies prior to the Disposition (as defined below) in November 2022.
On
November 2, 2022, the Company entered into a certain share purchase agreement (the “Disposition SPA”) with S International
Holdings Limited (the “Purchaser”), a Cayman Islands exempt company, and S International Group Limited (“S International”
or the “Target”), a British Virgin Islands company and the Company’s wholly owned subsidiary prior to the Disposition.
Pursuant to the Disposition SPA, the Purchaser agreed to purchase S International in exchange for cash consideration of $
As the VIE structure has been unwound, the financial results of the former VIE and its subsidiaries are no longer consolidated into the Company’s financial statements after the Closing Date. As of the date of this annual report, our current corporate structure does not contain any VIE in mainland China and neither we nor our subsidiaries has intention establishing any VIEs in mainland China in the future.
F-12
SOS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$ thousands, except share data and per share data, or otherwise noted)
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES - continued |
Reverse Acquisitions of China Rapid Finance by SOS
On
May 18, 2020, the Company completed the reverse acquisition with Yong Bao Two Ltd. (“YBT”), the parent company of SOS Information
Technology Co., Ltd. (“SOS”), acquiring
Following the completion of the acquisition, the operations of the Company were primarily comprised of the operations of SOS.
SOS was determined to be the accounting acquirer of the Company. As such, the historical financial statements are those of SOS, and SOS’s equity has been re-cast to reflect the equity structure of the Company and the shares of common stock received.
The
reverse acquisition was accounted for as asset acquisitions. The purchase price for China Rapid Finance (“CRF”) was
$
On
May 18, 2020, the fair value of the following assets and liabilities were acquired resulting in the total loss of approximately $
| Dollars in thousands | ||||
| Total Purchase Price | $ | |||
| Net Assets Acquired: | ||||
| Assets | ||||
| Cash and cash equivalents | ||||
| Restricted cash | ||||
| Accounts receivable | ||||
| Inventories | ||||
| Prepaid expenses and other current assets | ||||
| Intangible assets | ||||
| Other assets | ||||
| Total Assets | ||||
| Liabilities | ||||
| Accounts payable and accrued liabilities | ( | ) | ||
| Total Liabilities | ( | ) | ||
| Net Assets Acquired | ||||
| Loss on Acquisition | $ | |||
F-13
SOS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$ thousands, except share data and per share data, or otherwise noted)
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES - continued |
On
August 3, 2020, SOS Limited (the “Company,” previously known as China Rapid Finance Limited) and Hantu (Hangzhou) Asset Management
Co., Ltd. (the “Purchaser”) entered into certain share purchase agreement (the “Disposition SPA”). Pursuant to
the Disposition SPA, the Purchaser agreed to purchase CRF China Holding Co. Limited, a Hong Kong limited company (“CRF China”),
China Capital Financial LLC, a Delaware limited liability company (“China Capital”), CRF China Limited, a British Virgin
Islands company (“CRF BVI”), CRF Technology LLC, a California limited liability company (“CRF Technology”), and
HML China LLC, a Delaware limited liability company (“HML”) (collectively, the “Subsidiaries”) in exchange for
cash consideration of $
On
August 3, 2020, the fair value of the following assets and liabilities were disposed of resulting in the total gain of approximately
$
| Dollars in thousands | ||||
| Total Selling Price | $ | |||
| Net Assets Disposed: | ||||
| Total Assets | ||||
| Total Liabilities | ( | ) | ||
| Net Assets Disposed | ||||
| Income from disposal of discontinued operations | $ | |||
Loss on discontinued operations for the year ended December 31, 2020 was as follows:
| Dollars in thousands | ||||
| Revenue | $ | |||
| Expenses | ( | ) | ||
| Loss on discontinued operations | $ | ( | ) | |
On
November 2, 2022, the fair value of the following assets and liabilities were disposed of resulting in the total loss of approximately
$
| Dollars in thousands | ||||
| Total Selling Price | $ | |||
| Net Assets Disposed: | ||||
| Total Assets | ||||
| Total Liabilities | ( | ) | ||
| Net Assets Disposed | ||||
| Income from disposal of discontinued operations | $ | |||
Loss on discontinued operations for the year ended December 31, 2022 was as follows:
| Dollars in thousands | ||||
| Revenue | $ | |||
| Expenses | ( | ) | ||
| Loss on discontinued operations | $ | ( | ) | |
F-14
SOS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$ thousands, except share data and per share data, or otherwise noted)
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES - continued |
Disposal loss from selling off insurance marketing business segment
Pursuant to the Share Purchase Agreement (this “Agreement”) is made and entered into as of November 2, 2022 by and among (i) S International Holdings Limited, a Cayman Islands exempt company (the “Purchaser”), (ii) S International Group Limited, a British Virgin Islands company (the “Company”), and (iii) SOS Limited, a Cayman Islands exempt company (“SOS” or the “Seller” of disposed asset group in insurance marketing). The Purchaser, the Company and the Seller are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
As
at the date hereof, (i) SOS owns
The
Seller desires to sell to the Purchaser, and the Purchaser desire to purchase from the Seller, all of the Purchased Shares (as hereinafter
defined) in exchange for US$
| Dollars in thousands | ||||
| Total Purchase Price | ||||
| Net Assets Acquired: | ||||
| Assets | ||||
| Cash and cash equivalents | ||||
| Accounts receivable | ||||
| Inventories | ||||
| Prepaid expenses and other current assets | ||||
| Fixed assets | ||||
| Long term investment | ||||
| Total assets | ||||
| Liabilities | ||||
| Accounts payable and accrued liabilities | ( | ) | ||
| Tax recovery | ||||
| Leasing liabilities | ( | ) | ||
| Total Liabilities | ( | ) | ||
| Accumulated Other Comprehensive Income | ||||
| Net Assets Sold: | ||||
| Gain on disposal | ||||
F-15
SOS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$ thousands, except share data and per share data, or otherwise noted)
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES - continued |
Use of estimates and assumptions
The preparation of the 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, the disclosure of contingent assets and liabilities as of the balance sheet date, and the reported amounts of revenues and expenses during the reporting period.
Significant estimates and judgments reflected in the Company’s consolidated financial statements include, but are not limited to:
| ● | the allowance for expected credit losses on accounts receivable, other receivables, prepayments, and amount due from related parties; |
| ● | the valuation of inventories at the lower of cost and net realizable value; |
| ● | the assessment of impairment of property, plant and equipment and other long-lived assets; |
| ● | the fair value measurement of digital assets; |
| ● | the timing and recognition of revenue, including the identification of performance obligations and transfer of control; |
| ● | the recoverability of deferred tax assets and related valuation allowance; and |
These estimates are based on historical experience, current market conditions, and various other assumptions that management believes to be reasonable under the circumstances. However, actual results could differ materially from those estimates.
The Company’s estimates are subject to a higher degree of uncertainty due to the nature of its operations, including commodity trading activities, digital asset exposure, and evolving business strategies.
Foreign currency translation and transaction
The reporting currency of the Company is the U.S. dollar. The Company in China conducts its businesses in the local currency, Renminbi (RMB), as its functional currency. Assets and liabilities are translated at the unified exchange rate as quoted by the People’s Bank of China at the end of the period. The statement of income accounts is translated at the average translation rates and the equity accounts are translated at historical rates. Translation adjustments resulting from this process are included in accumulated other comprehensive income. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.
Translation
adjustments included in accumulated other comprehensive loss amounted to $
F-16
SOS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$ thousands, except share data and per share data, or otherwise noted)
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES - continued |
Cash and cash equivalents
Cash and cash equivalents consist of cash on hand; demand deposits and time deposits placed with banks or other financial institutions and have original maturities of less than three months.
Derivative Instruments and Trading Activities
The Company engages in futures trading activities through accounts held with a licensed futures broker. These activities are classified as trading activities and are not designated as hedging instruments.
Funds held in futures trading accounts primarily represent margin deposits and settlement balances and are not classified as cash and cash equivalents due to their restricted nature and exposure to market risk.
The Company accounts for its futures contracts as derivative instruments in accordance with applicable accounting guidance. Derivatives are recognized as either assets or liabilities in the consolidated balance sheets and are measured at fair value.
Changes in the fair value of derivative instruments, including both realized and unrealized gains and losses, are recognized in earnings in the period in which they arise.
As of December 31, 2025, the Company held open futures positions with associated margin deposits. The Company recorded realized and unrealized gains and losses related to these activities in the consolidated statements of operations.
Accounts receivable, net
Accounts receivable represent amounts due from customers for goods delivered or services rendered for which the Company has an unconditional right to consideration. Accounts receivable are recognized when control of goods or services has been transferred to the customer and are recorded at the invoiced amount, net of an allowance for expected credit losses.
The Company maintains an allowance for expected credit losses in accordance with ASC 326. The allowance is based on management’s estimate of lifetime expected credit losses inherent in the accounts receivable balance. In estimating expected credit losses, the Company considers a combination of factors, including the aging of receivables, historical collection experience, current economic conditions, industry trends, and forward-looking information, as well as specific customer credit risk characteristics.
The Company also evaluates subsequent cash collections, customer payment history, and the financial condition of significant customers in assessing the adequacy of the allowance. Receivables are assessed on a collective basis when similar risk characteristics exist and on an individual basis for customers with elevated credit risk or significant outstanding balances.
A significant portion of the Company’s accounts receivable is generated from commodity trading transactions and service arrangements with a limited number of counterparties. These balances may be subject to increased credit risk due to the nature of the transactions and the financial condition of the customers.
The determination of the allowance for expected credit losses requires significant judgment and is sensitive to changes in economic conditions, customer creditworthiness, and other factors. If actual collections differ from management’s estimates, the Company may be required to record additional provisions in future periods.
Receivables are written off when management determines that collection is not probable after all reasonable collection efforts have been exhausted.
In certain arrangements, customers may make advance payments or balances may be settled through offsetting transactions. The Company evaluates the substance of these arrangements to determine whether amounts should be classified as accounts receivable or contract liabilities based on the timing of revenue recognition and the Company’s right to consideration.
F-17
SOS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$ thousands, except share data and per share data, or otherwise noted)
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES - continued |
Other receivables and prepayments
Other receivables and prepayments include advances to suppliers, deposits, loans to third parties and employees, and other non-trade receivables arising from the Company’s operations.
Prepayments primarily represent amounts advanced to suppliers in connection with commodity trading transactions and are expected to be settled through delivery of goods or services.
Other receivables include, among others, loan receivables, refundable deposits, advances, and other non-operating receivables.
The Company evaluates the classification of balances based on the underlying nature of the transaction, including whether amounts represent prepayments for goods or services, financing arrangements, or other receivable balances.
Allowance for credit losses
The Company recognizes an allowance for expected credit losses on other receivables and certain prepayments where recovery is uncertain. The allowance is determined based on:
| ● | aging of balances; |
| ● | historical collection experience; |
| ● | specific identification of high-risk balances; |
| ● | counterparty creditworthiness; |
| ● | existence of supporting agreements and collateral; |
| ● | subsequent settlement or recovery; |
| ● | macroeconomic and industry conditions. |
For certain balances, particularly long-outstanding advances or loans, the Company applies a specific assessment approach, whereby additional allowance is recognized based on management’s assessment of expected recoverability.
Balances deemed uncollectible are written off against the allowance when all reasonable collection efforts have been exhausted.
Inventories
The availability and prices of inventories are subject to wide fluctuations due to factors such as changes in weather conditions, government programs and policies, competition, changes in customer preferences. Currently, the Company entered into non-derivative contracts. The inventories are valued at the lower of cost or market. The Company determines cost based on the first-in, first-out method. Net realizable value represents the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.
The Company’s inventories primarily consist of commodities and trading goods, including sesame, gold concentrate powder, sulfur, coal, diluted asphalt, servers, mining machines, and other related products.
The Company performs periodic reviews of inventory to identify slow-moving, excess, or obsolete items. Such reviews consider inventory ageing, historical turnover, current market conditions, expected selling prices, and estimated costs to sell. Where the carrying value of inventory exceeds its net realizable value, an impairment loss is recognized in cost of revenues.
For certain commodity-based inventories, including metal-related products, the Company estimates NRV based on observable market prices of underlying commodities (e.g., gold and silver), product-specific characteristics such as grade or metal content, and applicable pricing or recovery coefficients. Estimated costs to complete and sell, including processing, refining, and logistics costs, are also considered in determining NRV.
The Company applies additional scrutiny to inventories held for extended periods, as such inventories may be subject to increased uncertainty regarding realizability and timing of sale.
Inventory write-downs establish a new cost basis and are not subsequently reversed in future periods under U.S. GAAP. Value-added taxes (“VAT”) related to inventory purchases are recorded separately and are not included in inventory cost.
The determination of NRV involves significant judgment and estimates, particularly in relation to market price volatility, expected selling prices, and costs to sell.
F-18
SOS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$ thousands, except share data and per share data, or otherwise noted)
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES - continued |
Property, plant and equipment, net
Property,
plant and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the
estimated useful lives of the assets.
| Category | Depreciation method | Estimated useful lives | ||
| Office equipment, fixtures and furniture | ||||
| Mining equipment | ||||
| Computer | ||||
| Motor vehicles |
The cost and accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the 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.
Intangible assets
Intangible assets consist primarily of digital assets, including Bitcoin (“BTC”) and Ethereum (“ETH”).
Effective January 1, 2025, the Company adopted ASU 2023-08, Accounting for and Disclosure of Crypto Assets, which requires qualifying digital assets to be measured at fair value, with changes in fair value recognized in earnings.
Digital assets are initially recognized at fair value at the time of receipt or acquisition. Subsequent to initial recognition, digital assets are remeasured at fair value at each reporting date using quoted prices in active markets for identical assets.
Changes in fair value are recognized in earnings within other income (expense) in the consolidated statements of operations.
The Company determines fair value based on observable market prices from major cryptocurrency exchanges, which represent the principal market for these assets. Digital assets are classified as Level 1 within the fair value hierarchy under ASC 820.
The Company has designated Blockchain.com (www.blockchain.com) as its principal active market for the trading of crypto assets, including BTC and ETH.
The Company has determined that Blockchain.com constitutes the principal active market for its crypto asset holdings based on the following selection factors set forth under US GAAP, in particular ASC 820 (Fair Value Measurement) and ASC 350-60 (Intangible Assets — Crypto Assets). Under ASC 820-10-20, fair value is defined as the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. Among markets accessible to the Company, Blockchain.com exhibits characteristics that support its designation as the principal market: consistent and accessible trading volume enabling price discovery, established global recognition as a leading digital asset platform, publicly verifiable and real-time quoted prices, and substantive regulatory compliance facilitating reliable valuation inputs.
The Company adopted this standard using the modified retrospective method, with a cumulative effect adjustment recorded to retained earnings as of January 1, 2025.
Prior to adoption, digital assets were accounted for as indefinite-lived intangible assets and measured at cost less impairment.
Digital asset mining
The Company has entered into digital asset mining pools by executing contracts with the mining pool operators to provide computing power to the mining pool. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed digital assets award the mining pool operator receives, for successfully adding a block to the blockchain. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm.
Providing computing power in digital asset transaction verification services is an output of the Company’s ordinary activities. The provision of such computing power is the only performance obligation in the Company’s contracts with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools. The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions.
F-19
SOS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$ thousands, except share data and per share data, or otherwise noted)
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES - continued |
The Company participates in digital asset mining activities by providing computing power to mining pool operators in exchange for digital asset rewards.
These arrangements are accounted for as contracts with customers under ASC 606. The Company has a single performance obligation, which is to provide computing power to the mining pool operator.
The performance obligation is satisfied at a point in time when the mining pool operator successfully validates a block and the Company becomes entitled to its share of the reward.
The consideration received is noncash and is measured at fair value at the time control of the digital assets is transferred to the Company. The transaction price is variable and is constrained until it is probable that a significant reversal of cumulative revenue will not occur, which is generally when the reward is confirmed by the mining pool operator.
Revenue is recognized at that point in time based on the fair value of the digital assets received.
The Company did not generate revenue from digital asset mining during the year ended December 31, 2025.
Goodwill
Goodwill
of $
Impairment for long-lived assets
Long-lived assets, including property and equipment and intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.
Such events or changes in circumstances include, but are not limited to:
| ● | significant adverse changes in market conditions; |
| ● | declines in cryptocurrency prices; |
| ● | reduced mining output or utilization; |
| ● | technological obsolescence of mining equipment; and |
| ● | changes in the expected use of the assets. |
The determination of impairment involves significant judgment and estimates, including assumptions related to future cash flows, expected utilization of assets, cryptocurrency market conditions, and discount rates.
The Company has recognized significant impairment losses on mining equipment and related infrastructure in prior periods and in the current year, reflecting changes in market conditions and expected economic benefits.
As
disclosed in Note 8, impairment losses recognized during the years ended December 31, 2025, 2024 and 2023 amounted to $
F-20
SOS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$ thousands, except share data and per share data, or otherwise noted)
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES - continued |
Other payables
Other payables primarily consist of non-trade operating liabilities, including deposits received under hosting arrangements, freight and logistics-related balances, rental and service-related payables, and other operational settlement obligations.
Other payables are initially recognized at the invoiced or contractual amount and subsequently measured at amortized cost, which approximates fair value due to the short-term nature of the balances.
Deposits received under hosting and operational agreements are recognized as liabilities until the related contractual obligations are fulfilled, settled, refunded, or otherwise extinguished in accordance with the underlying agreements.
The Company periodically evaluates long-outstanding balances to assess settlement expectations, contractual obligations, and appropriate financial statement classification.
Accounts payable
Accounts payable primarily represent obligations arising from purchases of inventory, commodity trading goods, equipment, logistics services, and other operating expenditures incurred in the ordinary course of business.
Certain balances classified within accounts payable relate to advances received from customers in connection with commodity trading arrangements. Such balances primarily represent customer prepayments received prior to delivery of goods and are recognized as contract liabilities until the related performance obligations are satisfied in accordance with ASC 606.
The Company’s trading activities may also involve advances paid to suppliers and settlement arrangements associated with commodity transactions. Management evaluates the nature and classification of balances based on the underlying contractual arrangements and transaction substance.
Accounts payable are initially recognized at the invoiced amount and subsequently measured at amortized cost, which approximates fair value due to the short-term nature of the balances.
The Company periodically evaluates long-outstanding balances to assess:
| ● | commercial substance; |
| ● | legal enforceability; |
| ● | settlement expectations; |
| ● | related-party considerations; and |
| ● | whether reclassification or additional disclosure is required. |
The determination of appropriate classification and settlement assessment involves management judgment, particularly for balances arising from commodity trading arrangements and long-outstanding transactions.
Fair value measurement
The Company measures certain financial assets at fair value in accordance with ASC 820, Fair Value Measurement. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
The Company uses a three-level hierarchy to prioritize inputs used in measuring fair value:
| ● | Level 1 — quoted prices (unadjusted) in active markets for identical assets; |
| ● | Level 2 — observable inputs other than quoted prices included in Level 1; |
| ● | Level 3 — unobservable inputs. |
F-21
SOS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$ thousands, except share data and per share data, or otherwise noted)
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES - continued |
Digital Assets
The Company accounts for its digital assets, including Bitcoin (“BTC”) and Ethereum (“ETH”), in accordance with ASU 2023-08. Digital assets are measured at fair value with changes in fair value recognized in earnings in the period in which they occur.
Fair value is determined based on quoted market prices in active markets for identical assets and is classified as Level 1 in the fair value hierarchy.
As of December 31, 2025 and 2024, the carrying value of digital assets approximated their fair value.
Fair value measurement of digital assets
Effective January 1, 2025, the Company adopted ASU 2023-08, Accounting for and Disclosure of Crypto Assets, which requires qualifying crypto assets to be subsequently measured at fair value with changes in fair value recognized in earnings.
The Company’s digital assets consist primarily of Bitcoin (“BTC”) and Ethereum (“ETH”). Digital assets are measured at fair value at each reporting date using quoted prices in active markets for identical assets and are classified as Level 1 fair value measurements under ASC 820, Fair Value Measurement.
As
of December 31, 2025, the Company held approximately:
During
the year ended December 31, 2025, the Company recognized net unrealized fair value losses on digital assets of approximately $
Prior to adoption of ASU 2023-08, digital assets were accounted for as indefinite-lived intangible assets under ASC 350 and measured at cost less impairment.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, using the five-step model: (i) identify the contract, (ii) identify performance obligations, (iii) determine transaction price, (iv) allocate transaction price, and (v) recognize revenue when or as performance obligations are satisfied. The Company’s revenue streams primarily consist of (i) commodity trading revenue and (ii) hosting and technology service revenue.
| (a) | Commodity Trading Revenue |
The Company generates revenue from the purchase and sale of commodities (including agricultural products, coal, and other materials).
Revenue is recognized at a point in time when control of the goods is transferred to the customer. Control is generally considered transferred when:
| ● | the goods have been delivered to the customer or designated third-party warehouse; |
| ● | legal title has passed to the customer; |
| ● | the customer has assumed the significant risks and rewards of ownership; and |
| ● | the Company has a present right to payment. |
The Company enters into back-to-back purchase and sales arrangements and acts as a principal in these transactions, as it controls the goods prior to transfer and is primarily responsible for fulfillment. Accordingly, revenue is recognized on a gross basis.
F-22
SOS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$ thousands, except share data and per share data, or otherwise noted)
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES - continued |
| (b) | Service Revenue (Data Marketing and Technology Services) |
The Company provides data marketing and technology services, including insurance marketing and customer data processing.
Revenue is recognized over time, as services are rendered, based on monthly service periods. The Company typically:
| ● | provides services continuously over the contract period; and |
| ● | recognizes revenue based on monthly service settlement statements agreed with customers. |
Revenue is recognized when:
| ● | services have been performed; |
| ● | the customer has acknowledged or accepted the services; and |
| ● | the Company has an enforceable right to payment. |
| (c) | Hosting Services Revenue |
The Company provides cryptocurrency mining hosting services, including electricity supply, infrastructure support, and equipment maintenance.
Revenue is recognized over time as the services are provided, as customers simultaneously receive and consume the benefits of the services.
Service fees are typically based on agreed rates (e.g., power usage or hosting capacity) and are recognized in the period the services are rendered.
| (d) | Cryptocurrency Mining Revenue |
In prior periods, the Company generated revenue from cryptocurrency mining. During 2025, the Company did not engage in cryptocurrency mining activities due to economic factors and the lack of suitable mining equipment. Accordingly, no mining revenue was recognized during the year. The Company is currently focused on hosting service activities and may resume mining operations upon acquisition of new equipment.
Transaction Price and Variable Consideration
The transaction price is based on contractual consideration and excludes value-added taxes (“VAT”), which are presented as a reduction of revenue.
Variable consideration is included only to the extent that it is probable that a significant reversal will not occur. Variable consideration is generally not significant for the Company’s current revenue streams.
Significant Judgments
Significant judgments applied by management include:
| ● | determining whether the Company acts as principal or agent in commodity trading transactions; |
| ● | assessing the timing of transfer of control for commodity sales; |
| ● | determining the appropriate pattern of revenue recognition for service arrangements; and |
| ● | evaluating collectability and whether it is probable that consideration will be received. |
Management considers contractual terms, delivery documentation, customer acceptance, and historical collection experience in making these judgments.
F-23
SOS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$ thousands, except share data and per share data, or otherwise noted)
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES - continued |
Operating lease
We adopted ASU No. 2016-02, Leases (Topic 842), or ASC 842, from January 1, 2020. We determine if an arrangement is a lease or contains a lease at lease inception. For operating leases, we recognize a right-of-use (“ROU”) asset and a lease liability based on the present value of the lease payments over the lease term on the consolidated balance sheets at commencement date. As most of our leases do not provide an implicit rate, we estimate our 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 estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. The ROU assets also include any lease payments made, net of lease incentives. Lease expense is recorded on a straight-line basis over the lease term. Our leases often include options to extend and lease terms include such extended terms when we are reasonably certain to exercise those options. Lease terms also include periods covered by options to terminate the leases when we are reasonably certain not to exercise those options.
Value added taxes
Revenue
is presented net of value-added taxes (“VAT”). VAT is levied on the Company’s sales of goods and services in the PRC
at applicable rates ranging primarily from
Entities that are general VAT taxpayers are permitted to offset qualified input VAT paid to suppliers against output VAT on sales. The net amount of VAT payable or recoverable is recorded within “taxes payable” or “other receivables,” as appropriate.
Input VAT that has not yet been certified or is pending verification by tax authorities (“uncertified input VAT”) is recorded separately and is not available for offset until certification is completed.
Excess input VAT may be carried forward to future periods for offset against output VAT. The Company assesses the recoverability of input VAT balances based on expected future taxable sales.
Certain gold and gold concentrate transactions may qualify for VAT exemption under applicable PRC tax regulations.
VAT
returns filed by the Company’s subsidiaries in the PRC are subject to examination by the tax authorities for a period of up to
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.
F-24
SOS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$ thousands, except share data and per share data, or otherwise noted)
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES - continued |
Other comprehensive income
Comprehensive income consists of two components, net income and other comprehensive (loss) income. Other comprehensive (loss) income refers to revenue, expenses, gains and losses that under U.S. GAAP are recorded as an element of shareholders’ equity but are excluded from net income. Other comprehensive (loss) income consists of a foreign currency translation adjustment resulting from the Company not using the U.S. dollar as its functional currencies.
Losses per share
The
Company computes losses 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 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 years ended December 31, 2025, 2024 and 2023, there
are
Share-based compensation
The Company recognizes compensation expense for all share–based payments in accordance with FASB ASC Topic 718, Compensation – Stock Compensation. The Company follows the fair value method of accounting for awards granted to employees, directors, officers and consultants. Share-based awards are measured at their estimated fair value on each respective grant date. The Company recognizes share-based payment expenses over the vesting period. The Company’s share-based compensation awards are subject only to service-based vesting conditions. Forfeitures are accounted for as they occur. The fair value of an option award is estimated on the date of grant using the Black–Scholes option valuation model. The Black–Scholes option valuation model requires the development of assumptions that are inputs into the model. These assumptions are the expected stock volatility, the risk–free interest rate, the expected life of the option and the expected dividend yield which is based on the historical dividends issued by the Company. The Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. Expected volatility is calculated based on the analysis of other public companies. Risk–free interest rates are calculated based on risk–free rates for the appropriate term. The expected life is calculated as (i) the mid-point between the average vested date and the contractual expiration of the option for executives and directors and (ii) three years from the average vesting date for all others due to limited exercise history. Determining the appropriate fair value model and calculating the fair value of equity–based payment awards require the input of the subjective assumptions described above. The assumptions used in calculating the fair value of equity–based payment awards represent management’s best estimates, which involve inherent uncertainties and the application of management’s judgment.
Employee benefits
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 by law. 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.
Impact of Recently Issued Accounting Pronouncements
In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 added a new impairment model (known as the CECL model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses. The CECL model applies to financial assets measured at amortized costs, including loans and accounts receivable. The CECL model does not have a minimum threshold for recognition of impairment losses and entities will need to measure expected credit losses on assets that have a low risk of loss. As an emerging growth company, the Company was permitted to adopt the new standard for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company has early adopted the new standard effective January 1, 2025, which didn’t have a material impact on the consolidated financial statements.
Impact of Recently Issued Accounting Pronouncements Not Yet Effective
Income Taxes (Topic 740)
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740). ASU No. 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The guidance is effective for annual periods beginning after December 15, 2024 on a prospective basis. Early adoption is permitted. The Company does not expect to adopt ASU No. 2023-09 early and is currently evaluating the impact of adopting this standard on its consolidated financial statements.
2.1 Restatement of Consolidated Financial Statements
The Company has restated the accompanying consolidated financial statements and related disclosures for the year ended December, 31, 2024, 20-F filed on May. 15 2025, in order to restate the accounts held with a licensed futures broker from Cash and Cash Equivalents to Trading Financial Assets in the statement of consolidated balance sheet These activities were conducted to facilitate the Company’s commodity trading operations and were not designated as hedging instruments for accounting purposes.
F-25
SOS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$ thousands, except share data and per share data, or otherwise noted)
| 3. | Trading Financial Assets and Futures Trading Activities |
During 2025, the Company engaged in speculative futures trading activities through accounts held with a licensed futures broker in the PRC. These activities were conducted to facilitate the Company’s commodity trading operations and were not designated as hedging instruments for accounting purposes.
Balances held within futures trading accounts, including margin deposits and settlement balances, are classified as trading financial assets and are measured at fair value.
As of December 31, 2025 and 2024, trading financial assets primarily consisted of balances held with a licensed futures broker related to commodity futures trading activities.
For the year ended December 31, 2025, the Company recognized:
| ● | realized trading gains of approximately RMB |
| ● | unrealized gains on open futures positions of approximately RMB |
As of December 31, 2025, the Company held open futures positions primarily relating to rubber futures contracts.
The Company’s futures trading activities expose it to market price risk associated with fluctuations in commodity prices.
Futures trading balances and open positions are measured using observable market prices and classified within Level 1 of the fair value hierarchy.
Investment income for the year ended December 31, 2025 primarily consisted of realized and unrealized gains and losses arising from futures trading activities.
Certain prior-year balances have been reclassified to conform to the current-year presentation. Specifically, balances previously presented within cash and cash equivalents relating to futures trading margin deposits and settlement balances have been reclassified to trading financial assets.
Commodity Price Risk
The Company is exposed to commodity price risk arising from fluctuations in market prices of commodities underlying its futures trading activities, including rubber-related futures contracts.
The Company engages in speculative futures trading activities through a licensed futures broker to facilitate its commodity trading operations and market activities. Changes in commodity prices may result in realized and unrealized gains or losses recognized in earnings.
As of December 31, 2025, the Company held open futures positions that were subject to market price fluctuations. The Company monitors market conditions and margin requirements on an ongoing basis.
F-26
SOS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$ thousands, except share data and per share data, or otherwise noted)
| 4. | ACCOUNTS RECEIVABLE, NET |
Accounts receivable represent amounts due from customers for goods delivered or services rendered for which the Company has an unconditional right to consideration. Accounts receivable are recorded net of an allowance for credit losses in accordance with ASC 326.
Accounts receivable, net consist of the following:
| December 31, 2025 | December 31, 2024 | |||||||
| Accounts receivable | $ | $ | ||||||
| Allowance for credit losses | ( | ) | ( | ) | ||||
| Total accounts receivable, net | $ | $ | ||||||
| Movements of allowance for credit losses are as follows: | ||||||||
| Beginning balance | $ | $ | ||||||
| Addition | ||||||||
| Foreign exchange translation | ||||||||
| Ending balance | $ | $ | ||||||
The Company estimates expected credit losses using a combination of aging analysis, historical loss experience, and forward-looking information, including current economic conditions, industry trends, and specific customer credit risk factors. Management also considers subsequent cash collections, customer payment history, and the financial condition of significant customers in evaluating the adequacy of the allowance.
The determination of the allowance for expected credit losses requires significant judgment. Changes in assumptions regarding customer credit risk, economic conditions, and collectability could materially affect the amount of the allowance recorded.
Given the concentration of receivables and limited collection history for certain customers, actual collections may differ from management’s current estimates and assumptions used in determining the allowance for expected credit losses.
Credit Risk and Concentration
The Company’s accounts receivable are primarily generated from its commodity trading business and service arrangements. These receivables are concentrated among a limited number of customers.
As of December 31, 2025, a significant portion of accounts receivable was due from a small number of counterparties. The financial condition of these customers and their ability to make timely payments may be affected by market conditions, which could adversely impact the Company’s ability to collect outstanding balances.
Collectability and Subsequent Receipts
As of December 31, 2025, certain accounts receivable balances remained outstanding beyond their contractual payment terms, and collections subsequent to year-end were limited for certain customers. These factors indicate an increased level of estimation uncertainty in determining the allowance for expected credit losses.
The Company monitors the collectability of its receivables on an ongoing basis and records additional allowances when necessary. Receivables are written off when all reasonable collection efforts have been exhausted.
Classification and Presentation
Certain customer arrangements may involve advance payments, offsetting transactions, or settlement through non-standard payment terms. The Company evaluates these arrangements to determine whether balances should be presented as accounts receivable or contract liabilities based on the underlying contractual terms and the timing of revenue recognition.
Management applies judgment in determining the appropriate classification of such balances. Management applies judgment in determining the appropriate classification of such balances based on the underlying contractual arrangements and settlement terms.
F-27
SOS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$ thousands, except share data and per share data, or otherwise noted)
| 5. | OTHER RECEIVABLES, NET |
Other receivables consist of the following:
| December 31, 2025 | December 31, 2024 | |||||||
| Deposit to non-trade suppliers | $ | $ | ||||||
| Loan receivable | ||||||||
| Prepayments | ||||||||
| Allowance for credit losses | ( | ) | ( | ) | ||||
| Total other receivables, net | $ | $ | ||||||
| Movements of allowance for credit losses are as follows: | ||||||||
| Beginning balance | $ | $ | ||||||
| Addition | ||||||||
| Reverse | ( | ) | ||||||
| Foreign exchange translation | ||||||||
| Ending balance | $ | $ | ||||||
Prepayments primarily represent advances to suppliers in connection with commodity trading transactions. These balances are generally expected to be settled through delivery of goods.
Other receivables include loans to third parties and employees, refundable deposits, and other advances. Certain balances relate to non-operating or financing-type arrangements and are subject to separate recoverability assessment.
Credit risk and aging
A portion of the Company’s other receivables and prepayments has been outstanding for extended periods. Long-aged balances are subject to increased uncertainty regarding recoverability, particularly where:
| ● | no recent settlement activity exists; |
| ● | contractual terms have expired or are unclear; or |
| ● | counterparties are experiencing financial difficulty. |
Management performs specific assessments for such balances and records allowances where appropriate.
During
the year ended December 31, 2025, the Company recognized impairment losses of approximately US$
These impairments primarily relate to:
| ● | long-outstanding advances to suppliers; |
| ● | balances where delivery of goods or services is uncertain or no longer expected; and |
| ● | receivables where recovery is uncertain due to counterparty-specific factors. |
Significant judgment and estimation uncertainty
The determination of recoverability involves significant judgment, particularly for:
| ● | long-aged balances; |
| ● | advances subject to extended settlement periods or non-standard contractual arrangements; |
| ● | loan-type arrangements with third parties; and |
| ● | balances subject to dispute or restructuring. |
Changes in assumptions or future collection outcomes could result in material adjustments to the carrying amounts.
F-28
SOS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$ thousands, except share data and per share data, or otherwise noted)
| 6. | INVENTORIES |
Inventories consist of the following:
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Commodity inventories and trading goods | $ | $ | ||||||
| Allowance for inventory obsolescence | ( | ) | ( | ) | ||||
| Total Inventory, net | ||||||||
The Company’s inventories primarily consist of commodity trading goods, including metal-related products, agricultural commodities, and other materials.
Inventory
is stated at the lower of cost or net realizable value. During the year ended December 31, 2025, the Company recorded inventory write-downs
of $
The determination of NRV involves significant judgment and estimates, particularly for inventories held for extended periods and inventories subject to commodity price volatility. In estimating NRV, the Company considers factors including observable commodity prices, inventory age, expected selling prices, estimated recoverable value, historical transaction experience, market conditions, and estimated costs to complete and sell inventory.
Certain commodity inventories are held as part of the Company’s trading strategy and may remain in inventory for extended periods pending favorable market conditions. Accordingly, actual realizable values may differ from estimates and may be affected by future changes in commodity prices, market liquidity, customer demand, and timing of sale.
| 7. | OPERATING LEASE LIABILITIES |
The Company adopted ASU No. 2016-02 and related standards (collectively ASC 842, Leases), which replaced previous lease accounting guidance, on January 1, 2019 using the modified retrospective method of adoption. The Company elected the transition method expedient which allows entities to initially apply the requirements by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. As a result of electing this transition method, prior periods have not been restated.
Operating
lease expense for the years ended December 31, 2025, 2024 and 2023 was $
On
February 5, 2025, the Company entered into a virtual office lease agreement with a monthly lease payment of $
Supplemental balance sheet information related to leases is as follows:
| Location on Face of Balance Sheet | December 31, 2025 | December 31, 2024 | ||||||||
| Operating leases: | ||||||||||
| Operating lease right of use assets | $ | $ | ||||||||
| Current operating lease liabilities | $ | $ | ||||||||
| Non-current operating lease liabilities | Operating lease liabilities | - | ||||||||
| $ | $ | |||||||||
F-29
SOS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$ thousands, except share data and per share data, or otherwise noted)
| 8. | PROPERTY, PLANT AND EQUIPMENT, NET |
Property, plant and equipment consist of the following:
| December 31, 2025 | December 31, 2024 | |||||||
| Office equipment, fixtures and furniture | $ | $ | ||||||
| Mining equipment | ||||||||
| Motor vehicle | ||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Less: Impairment | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
The
depreciation expenses for the years ended December 31, 2025, 2024 and 2023 was $
The Company’s mining equipment primarily consists of cryptocurrency mining machines and related infrastructure used in digital asset mining operations. Due to significant changes in market conditions in recent years, including declines in cryptocurrency mining profitability, increases in mining difficulty, technological obsolescence of mining equipment, reduced mining output, and changes in expected future economic benefits, the Company recognized substantial impairment losses on certain mining equipment assets in prior periods.
During
the year ended December 31, 2025, the Company recognized additional impairment losses of approximately $
The determination of impairment involves significant judgment and estimates, including assumptions regarding future mining output, cryptocurrency market conditions, expected utilization, useful lives, residual values, and estimated future cash flows. Actual results could differ materially from those estimates.
The Company continues to evaluate the remaining useful lives, utilization, and recoverability of mining equipment in light of evolving market conditions and operational performance.
| 9. | INTANGIBLE ASSETS |
The Company’s intangible assets consist primarily of digital assets, including Bitcoin (“BTC”) and Ethereum (“ETH”).
| Balance as of December 31, 2021 | $ | |||
| Additions of intangible assets | ||||
| Less: Impairment losses | ( | ) | ||
| Balance as of December 31, 2022 | ||||
| Additions of intangible assets | ||||
| Less: Impairment losses | ( | ) | ||
| Balance as of December 31, 2023 | $ | |||
| Additions of intangible assets | ||||
| Less: Impairment losses | ( | ) | ||
| Balance as of December 31, 2024 | ||||
| Cumulative effect upon adoption of ASU 2023-08 | ||||
| Less: Change in fair value recognized in earnings | ( | ) | ||
| Balance as of December 31, 2025 |
F-30
SOS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$ thousands, except share data and per share data, or otherwise noted)
| 9. | INTANGIBLE ASSETS - continued |
Adoption of ASU 2023-08
Effective January 1, 2025, the Company adopted ASU 2023-08, which requires digital assets to be measured at fair value, with changes in fair value recognized in earnings.
Upon
adoption, the Company recorded a cumulative effect adjustment of approximately $
Bitcoin Production
The following table presents our Bitcoin mining activities for the year ended December 31, 2025.
| Number
of Bitcoins | Amount | |||||||
| Balance as of December 31, 2024 | $ | |||||||
| Receipt of BTC from mining services and investment income | ||||||||
| Cumulative effect upon adoption of ASU 2023-08 | ||||||||
| Change in fair value recognized in earnings | ( | ) | ||||||
| Balance as of December 31, 2025 | ||||||||
The following table presents our Ethereum mining activities for the year ended December 31, 2025.
| Number
of Ethereum | Amount | |||||||
| Balance as of December 31, 2024 | $ | |||||||
| Receipt of ETH from mining services and investment income | ||||||||
| Cumulative effect upon adoption of ASU 2023-08 | ||||||||
| Change in fair value recognized in earnings | ( | ) | ||||||
| Balance as of December 31, 2025 | ||||||||
Fair Value Measurement
Digital assets are measured at fair value using quoted prices in active markets for identical assets.
The Company uses observable market prices from major cryptocurrency exchanges (e.g., Investing.com historical cryptocurrency data. ) as of December 31, 2025, based on a consistent pricing methodology.
Digital assets are classified as Level 1 within the fair value hierarchy under ASC 820.
There were no transfers between levels during the year.
Impact on Earnings
For
the year ended December 31, 2025, the Company recognized a net loss of approximately $
Digital Asset Activity
The Company did not engage in digital asset mining activities during the year ended December 31, 2025, and no digital assets were generated during the year.
F-31
SOS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$ thousands, except share data and per share data, or otherwise noted)
| 9. | INTANGIBLE ASSETS - continued |
Significant Judgment
The determination of fair value requires judgment in selecting:
| ● | the principal market; |
| ● | pricing sources; and |
| ● | timing of measurement. |
In addition, the Company applies judgment in assessing control over digital assets, including evaluation of wallet ownership and access.
| 10. | account PAYABLE |
Trade accounts payable primarily relate to:
| December 31,
2025 | December 31,
2024 | |||||||
| Commodity trading purchases | $ | $ | ||||||
| Server and equipment purchases | ||||||||
| Operating service arrangements | ||||||||
| $ | $ | |||||||
| ● | commodity trading purchases; |
| ● | gold concentrate and sesame trading transactions; |
| ● | server and equipment purchases; and |
| ● | operating service arrangements. |
| 11. | ACCURED LIABILITIES |
Advances from customers primarily represent customer prepayments received in connection with commodity trading transactions, including rubber and other trading arrangements for which performance obligations had not yet been satisfied as of year end.
Long-outstanding balances
Certain balances within accounts payable originated from transactions entered into during 2021 and 2022 and remained unsettled as of December 31, 2025.
The
most significant long-outstanding payable relates to a supercomputing server purchase agreement entered into in April 2021 with an outstanding
balance of approximately $
Management evaluated the long-outstanding balances as of December 31, 2025 and concluded that no derecognition adjustment was required. However, the assessment involves significant judgment regarding:
| ● | enforceability of contractual obligations; |
| ● | settlement expectations; |
| ● | underlying commercial substance; and |
| ● | classification of balances arising from trading arrangements. |
The Company’s trading activities involve substantial advances received and settlement balances as part of ordinary commodity trading practices. Accordingly, certain balances may remain outstanding for extended periods depending on shipment timing, contract settlement, logistics arrangements, and commercial negotiations
F-32
SOS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$ thousands, except share data and per share data, or otherwise noted)
| 12. | OTHER PAYABLES |
Other payables consist of the following:
| December 31,
2025 | December 31,
2024 | |||||||
| Payables to non-trade vendors and service providers | $ | $ | ||||||
| Accrued salary | ||||||||
| $ | $ | |||||||
Other payables primarily consist of:
| ● | deposits received under hosting and operational arrangements; |
| ● | freight, logistics, and warehouse-related balances; |
| ● | rental and service-related payables; and |
| ● | other non-trade operating obligations. |
During 2025, the Company performed a review and reclassification of certain balances previously recorded within other payables, including intercompany and related-party balances, to conform to the appropriate financial statement presentation.
Management evaluated the remaining balances as of December 31, 2025 and concluded that liability classification remained appropriate.
| 13. | RELATED PARTY BALANCES AND TRANSACTIONS |
Amount due from related parties
| Name of Related Party | Relationship | Nature | Repayment terms | December 31, 2025 | December 31, 2024 | |||||||||
| Yongbao Insurance Agency Co., Ltd. and subsidiaries | $ | $ | ||||||||||||
| Wang Yaxian | ||||||||||||||
| Feng Weidong | ||||||||||||||
| Wu Xianlong | ||||||||||||||
| Qingdao SOS Industry Holding Co, Ltd | ||||||||||||||
| $ | $ | |||||||||||||
Amount due to related parties
| Name of Related Party | Relationship | Nature | Repayment terms | December 31, 2025 | December 31, 2024 | |||||||||
| Wang Yilin | ||||||||||||||
| Wu Wenbin | ||||||||||||||
| Li Sing Leung | ||||||||||||||
| Wang Yaxian | ||||||||||||||
| Qingdao SOS Industry Holding Co, Ltd. | ||||||||||||||
| $ | $ | |||||||||||||
F-33
SOS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$ thousands, except share data and per share data, or otherwise noted)
| 14. | TAXES |
Income tax
Cayman Islands
Under the current laws of the Cayman Islands, the Company is 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.
British Virgin Islands
YBT is incorporated in the British Virgin Islands and is not subject to tax on income or capital gains under current British Virgin Islands law. In addition, upon payments of dividends by these entities to their shareholders, no British Virgin Islands withholding tax will be imposed.
Hong Kong
China
SOS is incorporated in Hong Kong and is 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. The applicable tax rate is
PRC
The
subsidiaries including WOFE, Qingdao SOS, VIE, SOS IT, SOS Mongolia and SOS Trading 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
SOS
IT obtained the “high-tech enterprise” tax status since 2020, which reduced its statutory income tax rate to
Significant components of the provision for income taxes are as follows:
| December 31,
2025 | December 31, 2024 | December 31, 2023 | ||||||||||
| Current | $ | ( | ) | $ | $ | |||||||
| Income tax expenses | $ | ( | ) | $ | $ | |||||||
The following table reconciles China statutory rates to the Company’s effective tax rate:
| Year ended December 31, | Year ended December 31, | |||||||
| 2025 | 2024 | |||||||
| China statutory income tax rate | % | % | ||||||
| Change in valuation allowance | ( | ) | ( | )% | ||||
| Effective tax rate | ||||||||
The Company has incurred tax losses in certain jurisdictions. While these losses may be available for carryforward, management has determined that it is not more likely than not that sufficient taxable income will be available to realize the related deferred tax assets. Accordingly, no deferred tax assets have been recognized.
F-34
SOS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$ thousands, except share data and per share data, or otherwise noted)
| 14. | TAXES - continued |
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, 2025 and 2024, the Company did not have any significant unrecognized uncertain tax positions.
The Company did not incur any interest and penalties tax for the years ended December 31, 2025 and 2024. The Company does not anticipate any significant increases or decreases in unrecognized tax benefits in the next twelve months from December 31, 2025.
Value added tax
All
of the Company’s service revenues that are earned and received in the PRC are subject to a Chinese VAT. The rate of Chinese VAT
is
Taxes recoverable consisted of the following:
| December 31,
2025 | December 31,
2024 | |||||||
| VAT taxes recoverable | $ | ( | ) | $ | ( | ) | ||
| Corporate income tax recoverable | ||||||||
| Other taxes payable | ||||||||
| Total | $ | ( | ) | $ | ( | ) | ||
| 15. | CONCENTRATION OF RISK |
Credit risk
The Company is exposed to risk from its accounts receivable and other receivables. These assets are subjected to credit evaluations. An allowance has been made for estimated unrecoverable amounts which have been determined by reference to past default experience and the current economic environment.
A significant portion of the Company’s receivables and prepayments is concentrated among a limited number of counterparties. In addition, certain balances have been outstanding for extended periods, which increases the uncertainty regarding recoverability. The Company monitors these exposures on an ongoing basis and records allowances where appropriate.
The Company also maintains deposits and engages in transactions with various financial institutions and counterparties. To manage this risk, the Company performs ongoing evaluations of counterparty creditworthiness; however, there can be no assurance that these counterparties will be able to meet their obligations.
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 People’s Bank of China (“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.
Our functional currency is the RMB, and our financial statements are presented in U.S. dollars. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the RMB and the U.S. dollar in the future. The change in the value of the RMB relative to the U.S. dollar may affect our financial results reported in the U.S. dollar terms without giving effect to any underlying changes in our business or results of operations. Currently, our assets, liabilities, revenues and costs are denominated in RMB.
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.
F-35
SOS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$ thousands, except share data and per share data, or otherwise noted)
| 15. | CONCENTRATION OF RISK - continued |
Liquidity and treasury risk
The Company is exposed to risks related to the management of cash and liquidity, including large or unusual cash inflows and outflows and transactions with multiple counterparties across different jurisdictions. These activities may involve increased operational and counterparty risks. Management monitors cash flows and transaction activity on an ongoing basis to manage such risks.
Commodity price risk
The Company’s operations involve trading of commodities and products whose values are subject to market price fluctuations. Changes in commodity prices may affect the net realizable value of inventory and the Company’s operating results.
Digital asset risk
The Company holds digital assets that are subject to significant price volatility. The value of these assets may fluctuate materially based on market conditions. In addition, the Company is exposed to risks related to custody, security, and regulatory developments associated with digital assets.
Management believes that the above measures mitigate, but do not eliminate, the Company’s exposure to these risks.
| 16. | SHAREHOLDERS’ EQUITY |
Ordinary shares
SOS
Limited was established under the laws of Cayman Islands on August 18, 2015. The authorized number of ordinary shares is
Common stock
Securities Purchase Agreement
Registered Direct Offering in December 2020
On
December 22, 2020, the Company entered into certain securities purchase agreement (the “December SPA”) with the Purchasers
pursuant to which the Company agreed to sell
Registered Direct Offering in January 2021
On
January 7, 2021, the Company entered into certain securities purchase agreement (the “January SPA”) with the Purchasers pursuant
to which the Company agreed to sell
January 2021 Warrant Solicitation
On
January 15, 2021, the Company entered into a letter agreement (the “January Letter Agreement”) with certain holders of Company’s
warrants, pursuant to which the holders of Company’s warrants exercised all of the unexercised December Warrants and January Warrants
(collectively, the “Existing Warrants”) to purchase up
F-36
SOS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$ thousands, except share data and per share data, or otherwise noted)
| 16. | SHAREHOLDERS’ EQUITY - continued |
February 2021 Warrant Solicitations
On
February 9, 2021, the Company entered into a letter agreement (the “February Letter Agreement”) with certain holders of the
Company’s warrants, pursuant to which the holders of the Company’s warrants exercised all of the January Inducement Warrants
to purchase up to
On
February 24, 2021, the Company entered into a letter agreement (the “Second February Letter Agreement”) with certain holders
of the Company’s warrants, pursuant to which the holders of the Company’s warrants exercised all of the February Inducement
Warrants to purchase up to
Registered Direct Offerings in February 2021
On
February 11, 2021, the Company entered into certain securities purchase agreement (the “February SPA”) with the Purchasers
pursuant to which the Company agreed to sell
F-37
SOS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$ thousands, except share data and per share data, or otherwise noted)
| 16. | SHAREHOLDERS’ EQUITY - continued |
On
February 18, 2021, the Company entered into certain securities purchase agreement (the “Second February SPA”) with the Purchasers
pursuant to which the Company agreed to sell
On
March 29, 2021, we entered security purchase agreement with certain accredited investors to sell
On
November 9, 2021, the Company entered into certain securities purchase agreement (the “November SPA”) with the purchasers
party thereto pursuant to which the Company agreed to sell
On
October 2, 2023, the Company entered into certain securities purchase agreement with certain non-U.S. Persons as defined in Regulation
S of the Securities Act of 1933, pursuant to which the Company agreed to sell an aggregate of
On
March 19, 2025, the Company entered into certain securities purchase agreement with certain “non-U.S. Persons” as defined
in Regulation S of the Securities Act of 1933, as amended pursuant to which the Company agreed to sell an aggregate of
On
July 31, 2025, the Company entered into certain securities purchase agreement with certain non-affiliated institutional investors pursuant
to which the Company agreed to sell
On
August 11, 2025, the Company held its extraordinary general meeting of shareholders to approve that the authorized share capital of the
Company be increased by the creation of an additional
F-38
SOS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$ thousands, except share data and per share data, or otherwise noted)
| 16. | SHAREHOLDERS’ EQUITY - continued |
The Company’s outstanding warrants are classified as equity since they qualify for exemption from derivative accounting as they are considered to be indexed to the Company’s own stock and require net share settlement. The fair value of the warrants were recorded as additional paid-in capital from common stock.
Following is a summary of the status of warrants outstanding and exercisable as of December 31, 2025:
| Warrants | Weighted Average Exercise Price | |||||||
| Warrants outstanding, as of December 31, 2021 | $ | $ | ||||||
| Issued | ||||||||
| Exercised | ||||||||
| Repurchased | ||||||||
| Warrants outstanding, as of December 31, 2022 | $ | $ | ||||||
| Issued | $ | $ | ||||||
| Exercised | ||||||||
| Repurchased | ||||||||
| Warrants outstanding, as of December 31, 2023 | $ | |||||||
| Private placement issued on June 19, 2024 | ||||||||
| Warrant exercised on November 17, 2024 | ||||||||
| Exercised | ( | ) | ||||||
| Repurchased | ||||||||
| Warrants outstanding, as of December 31, 2024 | $ | |||||||
| Warrants issued on July 31,2025 | ||||||||
| Warrants outstanding, as of December 31, 2025 | ||||||||
| * | Warrants in ordinary shares |
| Warrants Outstanding | Warrants Exercisable | Weighted Average Exercise Price | Average Remaining Contractual Life | |||||||
| February 24, 2021 Warrants | $ | |||||||||
| February 11, 2021 Warrants | $ | |||||||||
| February 18, 2021 Warrants | $ | |||||||||
| March 29, 2021 Warrants | $ | |||||||||
| June 19, 2024 Private Placement | $ | |||||||||
| March 15, 2024 F1-FO | $ | |||||||||
| Warrants issued on July 31,2025 | $ | |||||||||
| * | Warrants in ordinary shares |
F-39
SOS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$ thousands, except share data and per share data, or otherwise noted)
| 17. | COMMITMENTS AND CONTINGENCIES |
Purchase commitments
The Company has entered into one agreement for leasehold improvements on the office premises. As of December 31, 2025, the Company did not enter any new lease contract with any parties, the new commitment is nil.
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 WFOE and the VIEs 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.
In
addition, due to restrictions on the distribution of share capital from the Group’s PRC subsidiaries and also as a result of these
entities’ unreserved accumulated losses, total restrictions placed on the distribution of the Group’s PRC subsidiaries’
net liabilities were $
2021 Class Action Litigation
On March 30, 2021, a purported shareholder Kimberly Beltran filed a securities class action complaint in the United States District Court District of New Jersey against the Company, Yandai Wang and Eric H. Yan, the Chief Executive Officer of the Company and President of the Company’s operating subsidiary, respectively. The action, Kimberly Beltran v. SOS Limited, et al., Case No. 1:21-cv-07454 (the “Action”), is filed on behalf of a putative class consisting of all persons and entities other than the Company that purchased or otherwise acquired SOS American depository shares (“ADSs”) between July 22, 2020 and February 25, 2021 (the “Plaintiffs”), both dates inclusive (the “Class Period”), seeking to recover damages allegedly caused by Company’s violations of the federal securities laws against the Company and certain of its top officials. The Complaint was filed in this Action on March 30, 2021 and the Action has not advanced beyond that stage. On November 2, 2021, the Court signed as an Order a stipulation entered into between the various Plaintiffs’ counsels appointing a co-lead Plaintiffs’ counsel. The Parties have agreed to, and the Court has approved of, a Scheduling Order which provides that Plaintiffs shall file an amended complaint on or before May 13, 2022 and the Company shall answer or otherwise respond to the Amended Complaint on or before July 1, 2022. In the interim, Plaintiffs and the Company were engaged in settlement discussions.
On
April 28, 2022, the Plaintiffs and the Company agreed to a settlement in principle that contemplates a $
The
New Jersey District Court approved the settlement outside the court system on May 20, 2022 and on August 2 2022, the Company paid $
F-40
SOS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$ thousands, except share data and per share data, or otherwise noted)
| 17. | COMMITMENTS AND CONTINGENCIES - continued |
As of April 4, 2023, case captioned True North Financial LLF, TNA Capital Inc., TNA Capital LLC, and Michael Jaliman v. SOS Limited, Yandai Wang, and Zhengyu (Zane) Wang, Case Number 1:23cv02581 has been pending in District Court, Eastern District Court of New. Plaintiffs filed their Complaint on November 21, 2023, alleging claims for breach of contract, fraudulent inducement, tortious interference with economic relations, and breach of fiduciary duty against Defendants in connection with disposing off legacy business of P2P from the year of 2020 onwards.
It
has been settled during 2025 with a total payment of US$
2022 Litigation Against Thor Miner
SOS
Information Technology New York, Inc. (“SOSNY”), a company incorporated under the laws of state of New York and a wholly
owned subsidiary of the Company, filed a lawsuit on December 9, 2022, against Thor Miner, Inc. (“Thor Miner”), Singularity
Future Technology Ltd. (“Singularity,” and, together with Thor Miner, referred to as the “Corporate Defendants”),
Lei Cao, Yang Jie, John F. Levy, Tieliang Liu, Tuo Pan, Shi Qiu, Jing Shan, and Heng Wang (jointly referred to as the “Individual
Defendants”) (collectively, the Individual Defendants and the Corporate Defendants are the “Defendants”). SOSNY and
Thor Miner entered into a Purchase and Sale Agreement (the “PSA”) on January 10, 2022 for the purchase of $
SOSNY and Defendants entered into a certain settlement agreement and general mutual release on December 28, 2022 (“Settlement Agreement”). Pursuant to the Settlement Agreement, Thor Miner agreed to pay a sum of thirteen million U.S. dollars (the “Settlement Payment”) to SOSNY on or before December 23, 2022, and SOSNY agreed that subsequent to its receipt of the Settlement Payment, SOSNY shall cause the lawsuit to be dismissed with prejudice as to the settling defendants and without prejudice as to all others. As of the date of this annual report, SOSNY has received the full amount of the Settlement Payment and has caused the lawsuit to be dismissed.
Singularity
and Thor Miner further covenanted and agreed that if they receive additional funds from HighSharp (Shenzhen Gaorui) Electronic Technology
Co., Ltd. (“HighSharp”) related to the PSA, they will promptly transfer such funds to SOSNY in an amount not to exceed forty
million five hundred sixty thousand five hundred sixty-nine dollars (which is the total amount paid by SOSNY pursuant
to the PSA less the price of the machines actually received by SOSNY pursuant to the PSA). The Settlement Payment and any payments subsequently
received by SOSNY from HighSharp shall be deducted from the total amount of forty million five hundred sixty thousand five hundred sixty-nine
dollars previously paid by, and now due and owed to SOSNY. In further consideration of this Settlement Agreement, Thor
Miner agreed to execute and provide to SOSNY, within seven (
| 18. | REVENUE ANALYSIS AND SEGMENT INFORMATION |
The Company follows ASC 280, Segment
Reporting, which requires disclosure of segment information based on the manner in which management allocates resources and assesses performance.
The Company determined that it operates as a single operating and reportable segment as the CODM reviews consolidated operating results, financial performance and cash flows on a company-wide basis, and discrete financial information for individual business activities is not regularly reviewed for purposes of allocating resources or assessing performance. Although the Company generates revenue from different business activities, substantially all of the Company’s revenue and operations are derived from commodity trading, while the remaining activities are ancillary in nature and are managed on a consolidated basis.
Disaggregated revenue information by business line is presented below in accordance with ASC 606:
| For
the year ended December 31, 2025 | For
the year ended December 31, 2024 | For
the year ended December 31, 2023 | ||||||||||||||||||||||
| Amount | Percentage | Amount | Percentage | Amount | Percentage | |||||||||||||||||||
| Commodity trading | % | % | % | |||||||||||||||||||||
| Cryptocurrency mining | % | % | % | |||||||||||||||||||||
| Hosting service | % | % | % | |||||||||||||||||||||
| Other | % | % | % | |||||||||||||||||||||
| Total | % | % | % | |||||||||||||||||||||
The Company’s operations and long-lived assets are primarily located in the PRC. Management believes that geographic disaggregation would not provide meaningful additional information to users of the financial statements.
F-41
SOS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$ thousands, except share data and per share data, or otherwise noted)
| 18. | REVENUE ANALYSIS AND SEGMENT INFORMATION - continued |
The CODM evaluates performance primarily based on consolidated net loss and reviews consolidated operating results, including revenues, cost of revenues, selling, general and administrative expenses, depreciation and amortization, impairment charges, and income tax expense.
As the Company operates as a single reportable segment and the CODM reviews expense information on a consolidated basis, no additional segment expense disclosures are presented. Revenue information is disaggregated by business line as presented below.
And it has to be the same conclusion as on segment otherwise if changes made, need to also disclose.
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(US$ thousands, except share data and per share data, or otherwise noted)
| For the Years Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Disaggregated revenues | $ | $ | $ | |||||||||
| Revenue, net – Commodity trading | ||||||||||||
| Revenue, net –Cryptocurrency mining | ||||||||||||
| Revenue, net – Hosting services | ||||||||||||
| Revenue, net – Others | ||||||||||||
| Cost of revenues | ( |
) | ( |
) | ( |
) | ||||||
| Cost of revenues-Commodity trading | ( |
) | ( |
) | ( |
) | ||||||
| Cost of revenues–Cryptocurrency mining | ||||||||||||
| Cost of revenues-Hosting services | ( |
) | ( |
) | ( |
) | ||||||
| Cost of revenues-Others | ( |
) | ( |
) | ( |
) | ||||||
| Reconciling Items | ||||||||||||
| Selling, general and administrative | ( |
) | ( |
) | ( |
) | ||||||
| Depreciation and amortization | ( |
) | ( |
) | ( |
) | ||||||
| Impairment of intangible assets | ( |
) | ( |
) | ( |
) | ||||||
| Interest income | ||||||||||||
| Other Income/(expense) | ( |
) | ||||||||||
| Current income tax expense | ( |
) | ( |
) | ||||||||
| Net loss | ( |
) | ( |
) | ( |
) | ||||||
| 19. | Subsequent events |
The Company has evaluated subsequent events occurring after the balance sheet date through the date the financial statements were authorized for issue. Based on this evaluation, the Company has identified no material subsequent events requiring recognition or disclosure in these financial statements.
* * * * *
F-42
ITEM 19. EXHIBITS
| 1.1* | Sixth amended and Restated Memorandum and Articles of Association of the Registrant, as amended and currently in effect | |
| 2.1 | Registrant’s Specimen American Depositary Receipt (included in Exhibit 2.3) | |
| 2.2*** | Registrant’s Specimen Certificate for Ordinary Shares | |
| 2.3 | Form of Deposit Agreement among the Registrant, the Depositary and Beneficial Owners of the American Depositary Receipts (incorporated by reference to Exhibit 4.3 of the China Rapid Finance Limited registration statement on Form F-1 (Registration no. 333-217064) filed with the Commission on April 14, 2017) | |
| 2.4 | Form of Warrant (incorporated by reference to Exhibit 99.2 of the Company’s current report on Form 6-K filed with the Commission on January 13, 2021) | |
| 2.5 | Form of Warrant (incorporated by reference to Exhibit 99.2 of the Company’s current report on Form 6-K filed with the Commission on January 26, 2021) | |
| 2.6 | Form of Warrant (incorporated by reference to Exhibit 99.2 of the Company’s current report on Form 6-K filed with the Commission on February 12, 2021) | |
| 2.7 | Form of Warrant (incorporated by reference to Exhibit 99.2 of the Company’s current report on Form 6-K filed with the Commission on February 17, 2021) | |
| 2.8 | Form of Warrant (incorporated by reference to Exhibit 99.2 of the Company’s current report on Form 6-K filed with the Commission on February 22, 2021) | |
| 2.9 | Form of Warrant (incorporated by reference to Exhibit 99.2 of the Company’s current report on Form 6-K filed with the Commission on March 3, 2021) | |
| 2.10 | Form of Warrant (incorporated by reference to Exhibit 99.2 of the Company’s current report on Form 6-K filed with the Commission on April 1, 2021) | |
| 2.11 | Form of Warrant (incorporated by reference to Exhibit 99.2 of the Company’s current report on Form 6-K filed with the Commission on October 2, 2023) | |
| 2.12 | Form of Warrant (incorporated by reference to Exhibit 99.3 of the Company’s current report on Form 6-K filed with the Commission on March 18, 2024) | |
| 2.13 | Form of Warrant (incorporated by reference to Exhibit 99.2 of the Company’s current report on Form 6-K filed with the Commission on June 12, 2024) | |
| 2.14 | Form of Warrant (incorporated by reference to Exhibit 99.2 of the Company’s current report on Form 6-K filed with the Commission on March 19, 2025) | |
| 2.15 | Form of Warrant (incorporated by reference to Exhibit 99.3 of the Company’s current report on Form 6-K filed with the Commission on August 4, 2025) | |
| 2.16* | Description of Securities | |
| 4.1 | Form of Purchase Agreement (incorporated by reference to Exhibit 99.1 of the Company’s current report on Form 6-K filed with the Commission on January 13, 2021) | |
| 4.2 | Letter Agreement (incorporated by reference to Exhibit 99.3 of the Company’s current report on Form 6-K filed with the Commission on January 13, 2021) | |
| 4.3 | Form of the Letter Agreement (incorporated by reference to Exhibit 99.1 of the Company’s current report on Form 6-K filed with the Commission on January 26, 2021) | |
| 4.4 | Placement Agent Agreement, dated January 15, 2021 (incorporated by reference to Exhibit 99.3 of the Company’s current report on Form 6-K filed with the Commission on January 26, 2021) | |
| 4.5 | Form of the Letter Agreement (incorporated by reference to Exhibit 99.1 of the Company’s current report on Form 6-K filed with the Commission on February 12, 2021) |
92
| 4.6 | Engagement Letter, dated February 7, 2021 (incorporated by reference to Exhibit 99.3 of the Company’s current report on Form 6-K filed with the Commission on February 12, 2021) | |
| 4.7 | Form of Purchase Agreement (incorporated by reference to Exhibit 99.1 of the Company’s current report on Form 6-K filed with the Commission on February 17, 2021) | |
| 4.8 | Form of Purchase Agreement (incorporated by reference to Exhibit 99.1 of the Company’s current report on Form 6-K filed with the Commission on February 22, 2021) | |
| 4.9 | Form of Letter Agreement (incorporated by reference to Exhibit 99.1 of the Company’s current report on Form 6-K filed with the Commission on March 3, 2021) | |
| 4.10 | Engagement Letter, dated February 24, 2021 (incorporated by reference to Exhibit 99.3 of the Company’s current report on Form 6-K filed with the Commission on March 3, 2021) | |
| 4.11 | Form of Purchase Agreement (incorporated by reference to Exhibit 99.1 of the Company’s current report on Form 6-K filed with the Commission on April 1, 2021) | |
| 4.12 | Form of Lock-Up (incorporated by reference to Exhibit 99.3 of the Company’s current report on Form 6-K filed with the Commission on April 1, 2021) | |
| 4.13 | Form of Purchase Agreement (incorporated by reference to Exhibit 99.1 of the Company’s current report on Form 6-K filed with the Commission on November 16, 2021) | |
| 4.14 | Form of Lock-Up (incorporated by reference to Exhibit 99.2 of the Company’s current report on Form 6-K filed with the Commission on November 16, 2021) | |
| 4.15 | Letter Agreement (incorporated by reference to Exhibit 99.3 of the Company’s current report on Form 6-K filed with the Commission on November 16, 2021) | |
| 4.16 | Purchase & Sale Agreement between Thor Miner Inc. and SOS Information Technology New York Inc. dated January 10, 2022 (incorporated by reference to Exhibit 99.1 of the Company’s current report on Form 6-K filed with the Commission on January 12, 2022) | |
| 4.17 | Form of Purchase Agreement (incorporated by reference to Exhibit 99.1 of the Company’s current report on Form 6-K filed with the Commission on April 4, 2022) | |
| 4.18 | Form of Lock-Up (incorporated by reference to Exhibit 99.2 of the Company’s current report on Form 6-K filed with the Commission on April 4, 2022) | |
| 4.19 | Letter Agreement (incorporated by reference to Exhibit 99.3 of the Company’s current report on Form 6-K filed with the Commission on April 4, 2022) | |
| 4.20 | Share Purchase Agreement by and among SOS Limited, S International Holdings Limited and S International Group Limited, dated November 2, 2022 (incorporated by reference to Exhibit 99.5 of the Company’s current report on Form 6-K filed with the Commission on November 8, 2022) | |
| 4.21 | Form of Settlement Agreement (incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 6-K filed with the Commission on December 30, 2022) |
93
| 4.22 | Form of Securities Purchase Agreement (incorporated by reference to Exhibit 99.1 of the Company’s current report on Form 6-K filed with the Commission on October 2, 2023) | |
| 4.23 | Form of Purchase Agreement (incorporated by reference to Exhibit 99.1 of the Company’s current report on Form 6-K filed with the Commission on March 18, 2024) | |
| 4.24 | Form of the Letter Agreement (incorporated by reference to Exhibit 99.2 of the Company’s current report on Form 6-K filed with the Commission on March 18, 2024) | |
| 4.25 | Form of Lock-Up Agreement (incorporated by reference to Exhibit 99.4 of the Company’s current report on Form 6-K filed with the Commission on March 18, 2024) | |
| 4.26 | Form of Securities Purchase Agreement (incorporated by reference to Exhibit 99.1 of the Company’s current report on Form 6-K filed with the Commission on June 12, 2024) | |
| 4.27 | Form of Securities Purchase Agreement (incorporated by reference to Exhibit 99.1 of the Company’s current report on Form 6-K filed with the Commission on March 19, 2025) | |
| 4.28 | Form of Purchase Agreement (incorporated by reference to Exhibit 99.1 of the Company’s current report on Form 6-K filed with the Commission on August 4, 2025) | |
| 4.29 | Letter Agreement (incorporated by reference to Exhibit 99.4 of the Company’s current report on Form 6-K filed with the Commission on August 4, 2025) | |
| 4.30 | Form of Lock-Up Agreement (incorporated by reference to Exhibit 99.2 of the Company’s current report on Form 6-K filed with the Commission on August 4, 2025) | |
| 4.31 | Form of Director Offer Letter (incorporated by reference to Exhibit 99.1 of the Company’s current report on Form 6-K filed with the Commission on November 12, 2025) | |
| 8.1* | List of Subsidiaries of the Registrant | |
| 11.1 | Code of Business Conduct and Ethics of the Registrant (incorporated by reference to Exhibit 99.1 of the China Rapid Finance Limited registration statement on Form F-1 (Registration no. 333-217064) filed with the Commission on March 31, 2017) | |
| 12.1* | Certification of the Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended. | |
| 12.2* | Certification of the Chief Financial Officer (Principal Financial Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended. | |
| 13.1** | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 15.1* | Consent of Audit Alliance LLP | |
| 97.1 | Clawback Policy (incorporated by reference to Exhibit 97.1 of the Company’s annual report on Form 20-F filed with the Commission on May 15, 2024) | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| * | Filed herewith. |
| ** | Furnished herewith. |
| *** | No exhibit to be filed as the Registrant does not issue physical ordinary share certificates. |
94
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| SOS LIMITED | |||
| By: | /s/ Yandai Wang | ||
| Name: | Yandai Wang | ||
| Title: | Chief Executive Officer, Chairman and Executive Director |
||
| By: | /s/ Li Sing Leung | ||
| Name: | Li Sing Leung | ||
| Title: | Chief Financial Officer and Director | ||
Date: May 15, 2026
95