Annual Report for Fiscal Year Ending December 31, 2024 (Form 20-F)

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Cooperation with financial service providers

We launched our online platform in 2012 with sales and marketing solutions, and introduced risk management services and solutions in 2015, and started insurance brokerage service in 2020. Through cooperation with financial service providers, we have further improved and developed the services and solutions that we can offer to them. These services and solutions often require some degree of cooperation and integration between our team and systems and the financial service provider's, which increases their efficiency and also give financial service providers an additional incentive to remain on our platform. We offer a range of solutions requiring different degrees of cooperation and integration. For this trend to continue, we must continue to enhance our industry insights and develop proprietary technology to make our new and existing solutions more attractive to financial service providers.

Expansion of our user base and user activity

Although we generate our revenue primarily from fees that we charge financial service providers, their demand for our services and solutions largely depends on our ability to help them reach and serve their target customers. Therefore, the size and characteristics of our user base on our platform significantly affect our revenue and results of operations. We have incurred significant expenses and devoted considerable resources to marketing activities and user acquisition as we have built our platform, and we expect to continue to incur significant expenses as we grow. To achieve profitability, we must be able to retain and expand our user base and user activity in a cost effective manner.

Operating leverage of our platform

We have incurred significant expenses in building our platform and developing capabilities in data analytics and technology. Our business model is highly scalable and our platform is built to support our continued growth. While we expect our expenses to increase in absolute terms as our business expands, we also expect them to decrease as a proportion of our total revenues as we leverage our platform and achieve more economies of scale. Personnel costs have been the largest component of our total costs and expenses after marketing expenses, so to maintain and improve the operating leverage of our platform we must be able to grow our business without adding disproportionately to our personnel costs.

Ability to compete effectively

Our business and results of operations depend on our ability to compete effectively in the markets in which we operate. We compete primarily with other companies that also seek to position themselves as open platforms serving both users and financial service providers. We also compete with platforms that are affiliated with major internet companies, including search engine, social media, e-commerce and online payment companies. In addition, we compete with financial service providers to the extent that they offer or list financial products on their own platform, and some of these financial service providers may also offer financial products on our platform as well. The consumer finance industry is continually evolving, and new competitors may emerge at any time. We must continue to innovate our services and solutions in a way that financial service providers will find attractive. Our ability to compete effectively depends in large part on our ability to anticipate the needs of both financial service providers and users.

Regulatory environment in mainland China

The regulatory framework governing the online consumer finance market in mainland China is rapidly evolving and is subject to further change and uncertain interpretation. Our business, as well as other participants of online consumer finance market, is subject to complex and evolving laws and regulations regarding cybersecurity, information security, privacy and data protection. There are numerous laws regarding privacy and the storing, sharing, use, disclosure and protection of personally identifiable information and data. In addition, the mainland China government has also adopted several regulations governing personal credit reporting businesses. These regulations and measures require entities engaging in personal credit reporting business to obtain the personal credit reporting business licenses from the People's Bank of China in accordance with law. It is uncertain whether we would be deemed to engage in personal credit reporting business because of our digital intelligence as a service solutions. See "Item 3. Key Information-D. Risk Factors-Risks Related to Our Business."

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If the mainland China government adopts stringent regulations on financial service providers in the online consumer finance market or other partners we cooperate with, the growth of the market may slow, which may further influence our business and cooperation with financial service providers and other partners. If they impose specific requirements (including licensing requirements) on us, the requirements may be difficult or costly for us to comply with. Regulations may be adopted in a way that favor competing business models or that disadvantage the online consumer finance industry as a whole in comparison to traditional financial institutions.

Key Components of Results of Operations

Revenues

Our revenues are derived from recommendation services for credit cards and loans, and digital intelligence as a service and marketing and other services offered to financial service providers and other customers.

The following table sets forth the breakdown of our total revenues, both in absolute amount and as a percentage of our total revenues, for the years presented:

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Recommendation services.

We record fees charged for our recommendation services for credit card products on a cost-per-success basis, where the success is most often defined as the issuance of a credit card and in other cases by the completion of an application or the first usage of a credit card, depending on the credit card issuer's policy. Revenues from recommendation services for credit cards experienced downward trend through 2022 to 2024, primarily because certain credit card issuers shrinked marketing allocations coupled with fierce competition in the credit card promotion area.

We record fees charged for our recommendation services for loan products either on a cost-per-action basis, where the action is generally determined by a user's completion of a loan application, or an amount charged based on a pre-agreed percentage of loan principal amount underwritten by the financial service providers. In 2024, our loan recommendation revenue continued its upward trajectory, marking a consistent year-over-year growth since 2021.

Digital intelligence as a service.

We provide digital intelligence as a service designed to aid financial service providers in enhancing their customer acquisition strategies, conducting comprehensive credit assessments, detecting and preventing fraud, and improving operational efficiency. Among these services, a specific business model involves collaboration with licensed credit reporting agencies to provide data-based risk management services. Our group considers whether it should report revenues on a gross or net basis by assessing all indicators set forth in ASC 606, and determine if our group is acting as principal or agent. For arrangements where our group controls the service before it is transferred to the customer as a principal, revenue is recorded on a gross basis. Otherwise, the revenue is recorded on a net basis.

We also provide software-as-a-service ("SaaS") - based risk management solutions, which allow financial service providers to conveniently manage acquisition efficiency, borrower screening and assessment in a comprehensive manner. We recognize revenues of SaaS-based risk management solutions upon completion of the services. Revenues from system maintenance services are recognized ratably over the contractual terms.

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Marketing and other services.

Marketing and other services primarily consist of insurance brokerage services and other marketing services. We provide insurance brokerage services to sell insurance policies on behalf of insurance companies, which services were introduced in 2020. Other marketing services primarily consist of the marketing solutions and services in respect of user acquisition, product promotion and other marketing activities provided to telecommunication service providers, e-commerce marketplaces and other merchants.

Costs and Expenses

Our costs and expenses consist of cost of promotion and acquisition, cost of operation, sales and marketing expenses, research and development expenses, general and administrative expenses, and impairment of goodwill and intangible assets acquired from business acquisition.

The following table sets forth our costs and expenses, both in absolute amount and as a percentage of total revenues, for the years indicated:

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Cost of promotion andacquisition

Cost of promotion and acquisition primarily consists of expenditures relating to user traffic acquisition and rewards to business partners for promotion on social network and social media platform, and marketing costs related to marketing and other services including commissions paid to individual insurance brokers.

Cost of operation

Cost of operation consists primarily of costs associated with maintenance of the platform including data acquisition costs, bandwidth and server hosting costs, call center outsourcing costs, online payment processing fees, depreciation, payroll and other related costs of operations. We expect our cost of operation in 2025 to remain relatively stable.

Sales and marketing expenses

Our sales and marketing expenses consist primarily of marketing expenses relating to marketing activities, payroll costs and related expenses for employees involved in sales and marketing activities, and expenses for the portion of call center operations that we outsource. We expense all sales and marketing costs as incurred. We expect our sales and marketing expenses in 2025 to remain relatively stable.

Research and development expenses

Our research and development expenses consist primarily of payroll costs and related expenses for employees involved in developing and improving our platform and our services and solutions. We expense all research and development costs as incurred. We expect our research and development expenses in 2025 to remain relatively stable.

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General and administrative expenses

Our general and administrative expenses consist primarily of payroll costs and related expenses for employees involved in general corporate functions, including finance, legal and human resources, and professional fees relating to these functions. We expect our general and administrative expenses in 2025 to remain relatively stable.

Impairment of goodwill and intangible assets acquired from business acquisition

We incurred impairment of goodwill and intangible assets in the year ended December 31, 2022 from a previously acquired subsidiary, Newsky Wisdom. We disposed of our equity interests in Newsky Wisdom in 2023. We did not incur any impairment of goodwill and intangible assets acquired from business acquisition for the years ended December 31, 2023 and 2024.

Taxation

Cayman Islands

We are not subject to income or capital gains tax under the current laws of the Cayman Islands. 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.

Hong Kong

Hong Kong income tax rate is two-tiered profits tax regime, under which the tax rate is 8.25% for assessable profits on the first HK dollar 2 million and 16.5% for any assessable profits in excess of HK dollar 2 million. The payments of dividends to their shareholders are not subject to withholding tax in Hong Kong.

Indonesia

Our subsidiaries incorporated in Indonesia are subject to Indonesia Corporate Income Tax ("CIT") law. A flat corporate income tax rate of 22% generally applies to net taxable income. Small enterprises are entitled to a 50% tax discount of the standard rate, which is imposed proportionally on taxable income on the part of gross turnover up to IDR4.8 billion.

Mainland China

Our subsidiaries in mainland China and the VIEs which are considered mainland China resident enterprises under mainland China tax law, are subject to enterprise income tax on their worldwide taxable income as determined under mainland China tax laws and accounting standards at a rate of 25% except for 15% for the entity qualified as High and New Technology Enterprises. In addition, our subsidiaries in mainland China and the VIEs are subject to value added taxes, or VAT, at a rate of 6% on the services we provide to financial service providers, less any deductible VAT we have already paid or borne. They are also subject to surcharges on VAT payments in accordance with mainland China law.

Dividends paid by our wholly foreign-owned subsidiaries in mainland China to our intermediary holding company in Hong Kong will be subject to a withholding tax rate of 10%, unless they qualify for a special exemption. If Jianpu (Hong Kong) Limited satisfies all the requirements under the Arrangement between the Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income and receives approval from the tax authority, then dividends paid by our wholly foreign-owned subsidiaries in mainland China will be subject to a withholding tax rate of 5% instead. See "Item 3. Key Information-D. Risk Factors-Risks Related to Doing Business in China-We may not be able to obtain certain benefits under the tax arrangement for dividends paid by our subsidiaries in mainland China to us through our Hong Kong subsidiaries."

If our holding company in the Cayman Islands or any of our subsidiaries outside of mainland China were deemed to be a "resident enterprise" under the PRC Enterprise Income Tax Law, it would be subject to enterprise income tax on its worldwide income at a rate of 25%. See "Item 3. Key Information-D. Risk Factors-Risks Related to Doing Business in China-If we are classified as a mainland China resident enterprise for mainland China income tax purposes, such classification could result in unfavorable tax consequences to us and our non-mainland China shareholders or ADS holders."

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Critical Accounting Policies, Judgments and Estimates

Critical Accounting Estimates

We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period-to-period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations.

Management has discussed the development and selection of these critical accounting estimates with the Audit Committee of our Board of Directors. In addition, there are other items within our financial statements that require estimation but are not deemed critical as defined above. Changes in estimates used in these and other items could have a material impact on our financial statements.

Provision for credit losses of accounts receivable and other receivables

Accounts receivable and other receivables recorded in prepayments and other current assets (collectively defined as "Receivables") are stated at the historical carrying amount net of write-offs and allowance for credit losses. We measure the credit losses for financial assets measured at amortized cost with an expected loss methodology under the Accounting Standards Update ("ASU") 2016-13, "Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments" ("ASC Topic 326"). Our receivables are within the scope of ASC Topic 326. To estimate expected credit losses, we consider the past collection experience, current economic conditions, future economic conditions (external data and macroeconomic factors) and changes in our customer collection trends. We have identified the relevant credit risk characteristics of its customers and the related receivables and other receivables which include size, type of the services or the products we provide, or a combination of these characteristics.

Receivables with similar credit risk characteristics have been grouped into pools. For each pool, we determine an expected loss rate based on historical loss experience adjusted for judgments about the effects of relevant observable data including current and future economic conditions. This is assessed at each quarter based on our specific facts and circumstances. In the first half of 2024, we began to assess the expected loss rate based on historical average migrated rate as we have sufficient historical information. This change in accounting estimate was effective January 1, 2024 and is accounted for prospectively in our consolidated financial statements. The change in the period of benefit did not have a material impact to our consolidated financial statements.

For the year ended December 31, 2024, we recorded RMB1.4 million (US$0.2 million) expected credit loss expense in general and administrative expenses. As of December 31, 2024, the expected credit loss provision accounts receivable and other receivables amounted to RMB35.8 million (US$4.9 million). The balances thereof are as follows as of December 31, 2024:

Note:

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(1)Allowance for credit losses consists of specific provision carried forward from 2019 of RMB23.1 million as of December 31, 2024.

If our assumptions related to the estimates of loss severity and recoveries and macroeconomic factors decreased/increased by 5% while all other estimates are held constant, there would be no material impact to our consolidated results of operations.

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Critical Accounting Policies

Basis of presentation and principles of consolidation

Basis of presentation

Our consolidated financial statements have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, management bases the estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily available from other sources. Actual results may differ from these estimates. Identified below are the accounting policies that reflect our most significant estimates and judgments, and those that we believe are the most critical for fully understanding and evaluating its consolidated financial statements.

Noncontrolling interests

For our consolidated subsidiaries and the VIEs, noncontrolling interests are recognized to reflect the portion of their equity that is not attributable, directly or indirectly, to us as the controlling shareholder. Noncontrolling interests are classified as a separate line item in the equity section of our consolidated balance sheets and have been separately disclosed in our consolidated statements of comprehensive loss to distinguish the interests from our interests.

Changes in our ownership interest while we retain controlling interest in our subsidiary or the VIE shall be accounted for as equity transactions. Therefore, no gain or loss will be recognized in consolidated net income/(loss) or comprehensive income/(loss). The carrying amount of the noncontrolling interest will be adjusted to reflect the change in the ownership interest in the subsidiary or the VIE. Any difference between the fair value of the consideration received or paid and the amount by which the noncontrolling interest is adjusted will be recognized in equity attributable to us.

Revenue recognition

We operate a platform for discovery and recommendation of financial products, including credit cards, loan products, insurance products and other products offered by a variety of financial service providers and non-financial service providers. Our platform includes our website, mobile website and mobile apps, which enable users to browse and search product information and initiate an online application. We generate revenues from recommendation services for credit cards and loan products, from digital intelligence as a service and from marketing and other services.

We adopted ASC Topic 606 since January 1, 2018, according to which we recognize revenues when performance obligations under the terms of a contract with a customer are satisfied and promised services have been transferred to the customer, in an amount of consideration to which an entity expects to be entitled to in exchange for those goods or services and net of value-added tax.

For service arrangements that involve multiple performance obligations, the transaction price is allocated to each performance obligation based on relative standalone selling prices of services being provided to customers. For the years presented, we primarily use the price to be charged for the service when the service is sold separately in similar circumstances to similar customers to determine the relative standalone selling price.

We account for discounts and return allowances as variable consideration. We consider the constraint on variable consideration and only recognize revenue to the extent that it is probable that a significant reversal will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Customers for recommendation services are entitled to apply for returns for invalid recommendations within a specified period after the recommendation is delivered under a limited circumstance, i.e., the applicant's phone number cannot be connected, or the applicant is in the blacklist maintained by the financial service providers, etc. Return allowances are estimated based on historical experiences of returns granted to customers.

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Timing of revenue recognition may differ from the timing of payment from customers. We do not have material contract assets as we generally have the unconditional right to payment as revenue is recognized or the timing difference is immaterial. Accounts receivable represents amounts that we have satisfied the performance obligation and have the unconditional right to payment. Unearned revenue consists of payments received related to unsatisfied performance obligations at the end of the period, included in "Advance from customers" in our consolidated balance sheets. Due to the generally short-term duration of our contracts, the majority of the performance obligations are satisfied in one year. The amount of revenue recognized that was included in the receipts in advance from customers balance at the beginning of the year was RMB12.7 million and RMB9.9 million (US$1.4 million) for the years ended December 31, 2023 and 2024.

Recommendation services

We provide recommendation services for both credit card products and loan products offered by financial institutions on our platform. Regarding loan products, we help financial service providers or their loan sales representatives identify qualified individual users or borrowers. We consider financial service providers, including various types of licensed financial institutions and emerging technology-enabled financial service providers, or their loan sales representatives as our customers. Service fees for loan recommendation services are primarily based on the number of qualified user applications. The price for each recommendation is either a fixed price as agreed in the service contract, preset in the bidding systems by the customers, or an amount based on a pre-agreed percentage of the loan principal amount underwritten by the financial service providers. Revenue from loan recommendation services is recognized when all revenue recognition criteria are satisfied, generally when the user application is delivered to the customers or when the customers confirm the underwritten loan principal amount. After users or borrowers submit applications for the recommended products, we do not have any further obligations.

For credit card products, we assist users in selecting and applying for credit cards, and charges service fees to the credit card issuers or their agents based on the number of completed applications, issuances, or first usages of the credit cards (collectively referred to as "cost-per-success"). Revenue from credit card recommendation services is recognized when all revenue recognition criteria are met, typically upon customer confirmation of the number of card applications, issuances, or first usages.

Digital intelligence as a service

We provide digital intelligence as a service to financial service providers, which integrates data and provides customizable automatic data and modeling solutions and services to financial service providers to facilitate their risk management primarily for loan products applicants. Among these services, a specific business model involves collaboration with licensed credit reporting agencies to provide data-based risk management services. Our group considers whether it should report revenues on a gross or net basis by assessing all indicators set forth in ASC 606, and determine if our group is acting as principal or agent. For arrangements where our group controls the service before it is transferred to the customer as a principal, revenue is recorded on a gross basis. Otherwise, the revenue is recorded on a net basis.

We also provide SaaS-based risk management solutions, which allow financial service providers to conveniently manage acquisition efficiency, borrower screening and assessment in a comprehensive manner. We recognize revenues of SaaS-based risk management solutions upon completion of the services. Revenues from system maintenance services are recognized ratably over the contractual terms.

Marketing and other services

Revenues of marketing and other services primarily consist of revenues from insurance brokerage services and other marketing services. Insurance brokerage revenue is commissions earned from insurance brokerage services, determined based on a percentage of premiums paid by the insureds. Insurance brokerage services revenue is recognized when the signed insurance policy is in place and the premium is collectable from the insured since we have fulfilled our performance obligation to sell an insurance policy on behalf of the insurance company. The brokerage commission, which is paid by the insurance company, is based on the terms specified in the service contracts with the insurance companies. In 2024, we entered into a share transfer agreement with a third-party buyer to dispose the insurance brokerage services in mainland China. Revenue of other marketing services is service fee charged to the customers including telecommunication service providers, e-commerce marketplaces and other merchants for the marketing solutions and services in respect of user acquisition, product promotion and other marketing activities. Revenue is recognized when all of the revenue recognition criteria are met, which is generally when the services specified in the contracts are rendered.

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For service arrangements involved with third-party platform, we consider whether we should report revenues on a gross or net basis by assessing all indicators set forth in ASC 606, and determine if we are acting as principal or agent. For arrangements where we control the service before it is transferred to the customer as a principal, as we are the primary obligor, subject to inventory risk, and having discretion in establishing prices, revenue is recorded on a gross basis on the amount of fees we billed to our customers. Otherwise, the revenue is recorded on a net basis.

Share-based compensation expense and valuation of underlying equity

All share-based awards granted to employees or non-employees, including restricted ordinary shares and share options, are measured at fair value on grant date. Share-based compensation expense is recognized using the straight-line vesting method for awards that contain only service conditions, and using graded vesting method for other awards, net of estimated forfeitures, over the requisite service period, which is the vesting period.

We use the binomial option pricing model to estimate fair value of the share options. The determination of estimated fair value of share-based awards on the grant date using an option pricing model is affected by the fair value of underlying ordinary shares as well as assumptions regarding a number of complex and subjective variables. These variables include the expected value volatility of underlying ordinary shares over the expected term of the awards, actual and projected share option exercise behaviors, a risk-free interest rate and any expected dividends. The underlying ordinary shares which do not have quoted market prices, were valued based on the income approach. Determination of estimated fair value of the underlying ordinary shares requires complex and subjective judgments due to their limited financial and operating history, unique business risks and limited public information on companies in China similar to them.

Forfeitures are estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from those estimates. We use historical data to estimate forfeitures of the pre-vesting options and record share-based compensation expenses only for those awards that are expected to vest.

For share options granted with performance condition, the share-based compensation expenses are recorded when the performance condition is considered probable. Where the occurrence of an IPO is a performance condition, cumulative share-based compensation expenses for the options that have satisfied the service condition are recorded upon the completion of the IPO. We reassess the probability of vesting at each reporting period for awards with performance conditions and adjust compensation expense based on our probability assessment. We recognize a cumulative catch up adjustment for changes in our probability assessment in the reporting periods of the changes.

A modification is defined as a change in the terms or conditions of a share-based award, or the modified award. The compensation expenses associated with the modified awards are recognized if either the original vesting condition or the new vesting condition is achieved. Total recognized compensation cost for the awards is at least equal to the fair value of the awards at the grant date unless at the date of the modification the performance or service conditions of the original awards are not expected to be satisfied. The incremental compensation expenses are equal to the excess of the fair value of the modified award immediately after the modification over the fair value of the original award immediately before the modification. For stock options already vested as of the modification date, we immediately recognized the incremental value as compensation expenses. For stock options still unvested as of the modification date, the incremental compensation expenses are recognized over the requisite service period of these stock options.

Our share based awards granted to employees of the digital lending business that was previously operated by and was continued to be carried out by RONG360 after the Restructuring should be recognized as a deemed dividend from us to our shareholders at the fair value determined as of the grant date.

The detailed information of the share-based compensation expenses recognized for the year ended December 31, 2022, 2023 and 2024 is included in Note 17 to the consolidated financial statements included elsewhere in this annual report.

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Goodwill

Goodwill represents the excess of the purchase price over the fair value of the identifiable assets and liabilities acquired as a result of the acquisitions of interests in our subsidiaries and the consolidated VIEs. We perform quantitative goodwill impairment test annually or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. A goodwill impairment loss is recognized for the amount that the carrying amount of a reporting unit, including goodwill, exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit. RMB10.2 million, nil and nil of impairment loss of goodwill were recognized for the years ended December 31, 2022, 2023 and 2024, respectively.

Impairment of long-lived assets other than goodwill

We evaluate our long-lived assets other than goodwill for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying amount of an asset may not be fully recoverable. When these events occur, we evaluate the impairment by comparing carrying amount of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the assets, we recognize an impairment loss based on the excess of the carrying amount of the long-lived assets other than goodwill over their fair value. RMB20.9 million, nil and RMB3.9 million (US$0.5 million) of impairment loss of long-lived assets other than goodwill were recognized for the years ended December 31, 2022, 2023 and 2024, respectively.

We account for all digital assets held as crypto assets, a subset of indefinite-lived intangible assets in accordance with ASC 350-60, Intangibles - Goodwill and Other - Crypto Assets. We have ownership of and control over the digital assets and uses third-party custodial services to secure it. The digital assets are initially recorded at cost and are tested annually for impairment. We perform an analysis to identify whether events or changes in circumstances, principally decreases in the quoted prices on the active exchange, indicate that it is more likely than not that any of the assets are impaired. In determining if an impairment has occurred, we consider the lowest price of digital assets quoted on the active exchange at any time since acquiring the specific digital assets held by us. If the carrying value of a digital asset exceeds that lowest price, an impairment loss has occurred with respect to that digital asset in the amount equal to the difference between its carrying value and such lowest price. The impaired digital assets are written down to their fair value at the time of impairment and this new cost basis will not be adjusted upward for any subsequent increase in fair value. Gains are not recorded until realized upon sale, at which point they are presented net of any impairment losses in our consolidated statements of comprehensive income/(loss). In determining the gain to be recognized upon sale, we calculate the difference between the sales price and carrying value of the specific crypto assets sold immediately prior to sale.

Business combinations

We account for our business combinations using the purchase method of accounting in accordance with ASC Topic 805, Business Combinations. The purchase method of accounting requires that the consideration transferred to be allocated to the assets, including separately identifiable assets and liabilities we acquired, based on their estimated fair values. The consideration transferred in an acquisition is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities incurred, and equity instruments issued as well as the contingent considerations and all contractual contingencies as of the acquisition date. The costs directly attributable to the acquisition are expensed as incurred. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date, irrespective of the extent of any noncontrolling interests. The excess of (i) the total of cost of acquisition, fair value of the noncontrolling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree, is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in earnings.

The determination and allocation of fair values to the identifiable assets acquired, liabilities assumed and noncontrolling interests is based on various assumptions and valuation methodologies requiring considerable judgment from management. The most significant variables in these valuations are discount rates, terminal values, the number of years on which to base the cash flow projections, as well as the assumptions and estimates used to determine the cash inflows and outflows. We determine discount rates to be used based on the risk inherent in the related activity's current business model and industry comparisons. Terminal values are based on the expected life of assets, forecasted life cycle and forecasted cash flows over that period.

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Results of Operations

The following table sets forth a summary of our consolidated results of operations for the years indicated, both in absolute amounts and as percentages of our total revenues. This information should be read together with our consolidated financial statements and related notes included elsewhere in this annual report. The operating results in any year are not necessarily indicative of the results that may be expected for any future year.

Note:

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Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

Total revenues. Our total revenues decreased by 5.9% to RMB1,006.1 million (US$137.8 million) in 2024 from RMB1,069.4 million in 2023, primarily due to the decreases in revenues from recommendation services and marketing and other services.

Cost of promotion and acquisition. Our cost of promotion and acquisition decreased by 21.4% to RMB573.1 million (US$78.5 million) in 2024 from RMB729.1 million in 2023, primarily due to the decreases in revenues from recommendation services and those from marketing and other services, and the improvement in operational efficiency resulting from the strategic optimization of business structure.

Cost of operation. Our cost of operation decreased by 3.0% to RMB64.9 million (US$8.9 million) in 2024 from RMB66.9 million in 2023. The decrease was primarily attributable to a decrease from RMB9.1 million in 2023 to RMB3.9 million in 2024 in software development and maintenance costs related to the digital intelligence as a service, as well as a decrease from RMB41.3 million in 2023 to RMB38.7 million in 2024 in data acquisition costs, partially offset by an increase from RMB4.5 million in 2023 to RMB7.3 million in 2024 in call center outsourcing costs.

Sales and marketing expenses. Our sales and marketing expenses increased by 13.1% to RMB149.0 million (US$20.4 million) in 2024 from RMB131.7 million in 2023. The increase was primarily due to the increase from RMB35.6 million in 2023 to RMB51.2 million in 2024 in client service-related expenses.

Research and development expenses. Our research and development expenses decreased by 17.7% to RMB77.9 million (US$10.7 million) in 2024 from RMB94.7 million in 2023, primarily due to the decrease from RMB87.8 million in 2023 to RMB71.9 million in 2024 in payroll expenses resulting from our continued efforts in cost optimization.

General and administrative expenses. Our general and administrative expenses decreased by 9.1% to RMB90.4 million (US$12.4 million) in 2024 from RMB99.5 million in 2023. The decrease was primarily due to the decrease from RMB24.4 million in 2023 to RMB11.8 million in 2024 in professional fees, partially offset by the increase from RMB53.6 million in 2023 to RMB57.8 million in 2024 in payroll expenses.

Others, net. Our others, net increased to RMB45.5 million (US$6.2 million) in the fiscal year of 2024 from RMB18.6 million in the prior year. We recognized an investment gain of RMB40.9 million resulting from the disposal of Anguo and Conflux Global, as well as an investment gain of RMB5.9 million resulting from the termination of a non-controlling investment in 2024. In addition, we recognized an impairment loss for crypto assets of RMB3.9 million; while we recognized an investment gain of RMB12.6 million resulting from the disposal of Newsky Wisdom in 2023.

Net income. As a result of the foregoing, we had a net income of RMB105.9 million (US$14.5 million) in 2024, compared with a net loss of RMB27.0 million in 2023.

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Year Ended December 31, 2023 Compared to Year Ended December 31, 2022

Total revenues. Our total revenues increased by 8.1% to RMB1,069.4 million in 2023 from RMB989.7 million in 2022, primarily due to the increase in revenues from marketing and other services.

Cost of promotion and acquisition. Our cost of promotion and acquisition increased by 5.2% to RMB729.1 million in 2023 from RMB693.3 million in 2022. The increase was in line with the growth of our revenues generated from recommendation services and marketing and other services.

Cost of operation. Our cost of operation decreased by 20.4% to RMB66.9 million in 2023 from RMB84.0 million in 2022. The decrease was primarily attributable to a decrease from RMB21.5 million in 2022 to RMB9.1 million in software development and maintenance costs related to the digital intelligence as a service, which resulted from the deconsolidation of Newsky Wisdom, as well as a decrease from RMB47.4 million in 2022 to RMB41.3 million in data acquisition costs in line with the decrease in revenue generated from digital intelligence as a service, partially offset by an increase from RMB2.6 million in 2022 to RMB4.5 million in 2023 in call center outsourcing costs.

Sales and marketing expenses. Our sales and marketing expenses decreased by 1.9% to RMB131.7 million in 2023 from RMB134.3 million in 2022. The decrease was primarily due to a decrease from RMB84.5 million in 2022 to RMB77.0 million in 2023 in payroll expenses resulting from our continued efforts in cost optimization and a decrease from RMB7.6 million in 2022 to RMB4.0 million in 2023 in rental expenses, partially offset by an increase from RMB25.8 million in 2022 to RMB35.6 million in 2023 in client service-related expenses.

Research and development expenses. Our research and development expenses decreased by 16.9% to RMB94.7 million in 2023 from RMB114.0 million in 2022, primarily due to a decrease from RMB102.5 million in 2022 to RMB87.8 million in 2023 in payroll expenses resulting from our continued efforts in cost optimization, a decrease from RMB3.6 million in 2022 to RMB1.0 million in professional fees in 2023 and a decrease from RMB2.3 million in 2022 to RMB0.6 million in rental fees in 2023 resulting from our continued efforts in cost optimization.

General and administrative expenses. Our general and administrative expenses were RMB99.5 million in 2023, which remained relatively stable as compared to RMB102.8 million in 2022.

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Impairment of goodwill and intangible assets acquired from business acquisition. There was no impairment of goodwill and intangible assets acquired from business acquisition in the fiscal year of 2023. Our impairment of goodwill and intangible assets acquired from business acquisition was RMB13.3 million in the fiscal year of 2022, which was the impairment of the goodwill and intangible assets of an acquired subsidiary, Newsky Wisdom, all of which 50.5% equity interests we previously held have been successively disposed of by us in May 2023 and October 2023.

Others, net. Our others, net represented a gain of RMB18.6 million in the fiscal year of 2023, decreasing by 9.7% from RMB20.6 million in the fiscal year of 2022. We recognized an investment gain of RMB12.6 million resulting from the disposal of Newsky Wisdom in the fiscal year 2023, an investment gain of RMB1.7 million from the investment in Conflux Global and a gain from tax benefit for value-added tax of RMB1.5 million; while we recognized a gain from tax benefit for value-added tax of RMB12.0 million, an investment gain of RMB23.1 million resulting from the deconsolidation of Databook and an impairment loss of RMB17.8 million on other long term investments in the fiscal year of 2022.

Net loss. As a result of the foregoing, we had a net loss of RMB27.0 million in 2023, compared with a net loss of RMB134.3 million in 2022.

Recent Accounting Pronouncements

A list of recently issued accounting pronouncements that are relevant to us is included in Note 3 of our audited consolidated financial statements included elsewhere in this annual report on Form 20-F.

The following table sets forth a summary of our cash flows for the years presented:

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As of December 31, 2022, 2023 and 2024, respectively, our cash and cash equivalents and restricted cash were RMB355.7 million, RMB347.4 million and RMB418.6 million (US$57.3 million). Our cash and cash equivalents mainly represent cash on hand, time deposits and highly liquid investments placed with banks or other financial institutions, with no restrictions imposed by banks or other financial institutions on withdrawal or use, and have original maturities of three months or less. As of December 31, 2022, 2023 and 2024, our restricted cash was RMB9.2 million, RMB2.8 million and nil, respectively. Restricted cash represents cash that is restricted as to withdrawal or use for current operations. As of December 31, 2024, our cash and cash equivalents were held in both mainland China and jurisdictions outside of mainland China, with the majority held in jurisdictions outside of mainland China. Our cash and cash equivalents placed with financial institutions are insured by the deposit insurances adopted by the financial institutions in those jurisdictions to the extent required by applicable laws and general practices.

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The mainland China government imposes control over its foreign currency reserves in part through direct regulation of the conversion of Renminbi into foreign exchange and through restrictions on foreign trade. A majority of our future revenues are likely to be in Renminbi. Under existing mainland China 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 SAFE approval as long as certain routine procedural requirements are fulfilled. Therefore, our subsidiaries in mainland China are allowed to pay dividends in foreign currencies to us without prior SAFE approval by following certain routine procedural requirements. However, approval from or registration with competent government authorities is required where the Renminbi is to be converted into foreign currency and remitted out of mainland China to pay capital expenditures such as the repayment of loans denominated in foreign currencies. The mainland China government may at its discretion restrict access to foreign currencies for current account transactions in the future.

In addition, under laws and regulations in mainland China, our subsidiaries in mainland China and the VIEs are subject to certain restrictions with respect to paying dividends or otherwise transferring any of their net assets to us. The amounts restricted include the paid-up capital and the statutory reserve funds of our subsidiaries in mainland China and the net assets of the VIEs in which we have no legal ownership, totaling RMB142.3 million, RMB73.6 million and RMB96.2 million (US$13.2 million) as of December 31, 2022, 2023 and 2024, respectively.

We believe our current cash and cash equivalents will be sufficient to meet our current and anticipated needs for general corporate purposes for at least the next 12 months. In the foreseeable future, we intend to fund our existing and future material cash requirements with our existing cash balance, bank loans including the remaining credit line available to certain of our subsidiaries in mainland China as described in Note 14 to the consolidated financial statements included elsewhere in this annual report and operational cash inflows to meet our anticipated needs for general corporate purposes. After our IPO, we generally enhance our liquidity position or increase our cash reserve for future investments through additional capital and finance funding. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

We may make additional capital contributions to our subsidiaries in mainland China, establish new subsidiaries in mainland China and make capital contributions to these new subsidiaries in mainland China, make loans to our subsidiaries in mainland China, or acquire offshore entities with business operations in China in offshore transactions. However, most of these actions are subject to applicable approval or registration requirements under laws and regulations in mainland China. For example:

See "Item 4. Information on the Company-B. Business Overview-Regulation-Regulations Related to Foreign Exchange."

Jianpu Technology Inc. is a holding company with no material operations of its own. We conduct our operations primarily through our subsidiaries in mainland China and the VIEs. Under mainland China law, Jianpu Technology Inc. may provide funding to our subsidiaries in mainland China only through capital contributions or loans, and to the VIEs only through loans, subject to satisfaction of applicable government registration and approval requirements. In the years ended December 31, 2022, 2023 and 2024, Jianpu Technology Inc. extended loans with outstanding principal amount of RMB40.4 million, RMB14.5 million and RMB8.2 million (US$1.1 million), respectively, to our intermediate holding companies and subsidiaries, and received repayments of RMB51.9 million, RMB9.6 million and RMB37.7 million (US$5.2 million), respectively. In the years ended December 31, 2022, 2023 and 2024, the VIEs received nil, nil and nil, respectively, as capital investment (in the form of loans extended to nominee shareholders from our subsidiaries in mainland China) or as loans from our subsidiaries in mainland China. The VIEs may transfer cash to our subsidiaries in mainland China by paying service fees according to the contractual arrangements. For the years ended December 31, 2022, 2023 and 2024, no assets other than cash were transferred through our organization, neither our subsidiaries in mainland China nor the VIEs made cash dividends or other distributions to Jianpu Technology Inc. or its offshore subsidiaries, and no dividends or other distributions were made to U.S. investors. See "Item 3. Key Information-Cash Flows through Our Organization" for more details.

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We have no present plan to distribute earnings or settle the amounts owed by our subsidiaries in mainland China and the VIEs to Jianpu Technology Inc. Given the current financial position and anticipated future cash needs, we currently intend to retain most, if not all, of the available funds and any future earnings to operate and expand our business. We intend to settle the amounts owed to the parent company after the financial position of our subsidiaries in mainland China and the VIEs is further strengthened in the future.

As of December 31, 2023 and 2024, our short-term borrowings were RMB236.2 million and RMB202.4 million (US$27.7 million), respectively. Our short-term borrowings, which have maturities of fewer than 12 months, represent bank loans denominated in Renminbi with fixed annual interest rate ranging 3.27%~3.7% and secured by short-term time deposits of Jianpu (Hong Kong) Limited. We are subject to certain restrictions in using such short-term borrowings, according to which the short-term borrowings should be used only in daily business operation. No covenants exist in relation to short-term borrowings.

Operating Activities

Net cash provided by operating activities for the year ended December 31, 2024 was RMB79.8 million (US$10.9 million), as compared to net income of RMB105.9 million (US$14.5 million) for the same year. The principal changes in operating assets and liabilities mainly included (i) an increase of RMB10.1 million (US$1.4 million) in accrued expenses and other current liabilities, an increase of RMB8.7 million (US$1.2 million) in account payable and an increase of RMB6.2 million (US$0.8 million) in advance from customers resulting from our continued efforts in liquidity management; (ii) a decrease of RMB8.5 million (US$1.2 million) in account receivable due to enhanced efficiency in our receivables management processes; (iii) an increase of RMB29.6 million (US$4.1 million) in prepayments and other current assets due to business expansion. The principal non-cash items affecting the difference between our net income and our net cash provided by operating activities in 2024 were RMB48.9 million (US$6.7 million) of investment income primarily due to deconsolidation of our subsidiaries.

Net cash provided by operating activities for the year ended December 31, 2023 was RMB4.3 million, as compared to net loss of RMB27.0 million for the same year. The principal changes in operating assets and liabilities mainly included (i) a decrease of RMB21.7 million in account receivable due to enhanced efficiency in our receivables management processes; (ii) an increase of RMB11.4 million in prepayments and other current assets, an increase of RMB9.8 million in account payable and an increase of RMB9.9 million in accrued expenses and other current liabilities resulting from our continued efforts in liquidity management. The principal non-cash items affecting the difference between our net loss and our net cash provided by operating activities in 2023 were RMB14.8 million of investment income primarily due to deconsolidation of our subsidiaries, partially offset by RMB4.3 million of share-based compensation expenses and RMB4.4 million of depreciation and amortization expenses.

Net cash used in operating activities for the year ended December 31, 2022 was RMB154.6 million, as compared to net loss of RMB134.3 million for the same year. The principal changes in operating assets and liabilities mainly included (i) an increase of RMB16.8 million in accounts receivable due to business growth; and (ii) a decrease of RMB15.7 million in amounts due to related party resulting from transactions with RONG360; (iii) a decrease of RMB10.7 million in accrued expenses and other current liabilities in line with decrease of operating expenses resulting from our continued efforts in cost optimization. The principal non-cash items affecting the difference between our net loss and our net cash used in operating activities in 2022 were RMB23.4 million of investment income primarily due to deconsolidation of one of our subsidiaries, partially offset by RMB17.8 million of investment impairment loss and RMB13.3 million of impairment loss of goodwill and intangible assets acquired from business combination.

Investing Activities

Net cash provided by investing activities for the year ended December 31, 2024 was RMB34.8 million (US$4.8 million), primarily due to a net cash inflow of RMB31.4 million (US$4.3 million) from deconsolidation of our subsidiaries and a net cash inflow of RMB32.4 million (US$4.4 million) from maturity of time deposits and RMB20.3 million (US$2.8 million) from maturity of restricted time deposits, partially offset by a net cash outflow of RMB48.8 million (US$6.7 million) from long term investments and a cash outflow of RMB7.2 million (US$1.0 million) from purchases of intangible assets, property and equipment.

Net cash provided by investing activities for the year ended December 31, 2023 was RMB0.6 million, primarily due to a net cash inflow of RMB11.8 million from deconsolidation of our subsidiaries, partially offset by a net cash outflow of RMB10.0 million from purchase of restricted time deposits.

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Net cash used in investing activities for the year ended December 31, 2022 was RMB39.9 million, primarily due to a net cash outflow of RMB45.5 million from purchase of restricted time deposits, partially offset by a net cash inflow of RMB5.1 million from deconsolidation of one of our subsidiaries.

Financing Activities

Net cash used in financing activities for the year ended December 31, 2024 was RMB45.0 million (US$6.2 million), including a net cash outflow of RMB33.8 million (US$4.6 million) of repayment of short-term borrowings and a cash outflow of RMB11.3 million (US$1.5 million) used for share repurchases.

Net cash used in financing activities for the year ended December 31, 2023 was RMB17.2 million, including a net cash outflow of RMB17.3 million of repayment of short-term borrowings.

Net cash provided by financing activities for the year ended December 31, 2022 was RMB63.1 million, including a net cash inflow of RMB71.6 million of short-term borrowings that we incurred to fund and boost our business growth, partially offset by a cash outflow of RMB8.7 million resulting from purchase of additional shares held by noncontrolling interests shareholder.

Material Cash Requirements

Our material cash requirements as of December 31, 2024 and any subsequent interim period primarily include our capital expenditures and operating lease commitments.

Our capital expenditures are primarily incurred for purchases of intangible assets, property and equipment. Our capital expenditures were RMB1.8 million in 2022, RMB2.1 million in 2023 and RMB7.2 million (US$1.0 million) in 2024.

In 2024, we entered into several limited partnership agreements issued and managed by dedicated general partners. The purpose of these limited partnerships is to allocate investments into emerging Web3 and AI technology companies that align with our strategic initiatives. According to these LPAs, we had commitments to contribute an additional US$1.7 million (RMB12.2 million) in total in response to future capital calls issued by the general partners as of December 31, 2024.

Our operating lease commitments represent leases for our office premises. The following table sets forth our operating lease agreements as of December 31, 2024:

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We intend to fund our existing and future material cash requirements with our existing cash balance, bank loans and operational cash inflows. We will continue to make cash commitments, including capital expenditures, to meet the needs of the expected growth of our business.

We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any unconsolidated third parties. In addition, we have not entered into any derivative contracts that are indexed to our shares and classified as shareholders' equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. Moreover, we do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us.

Other than as discussed above, we did not have any significant capital and other commitments, long-term obligations, or guarantees as of December 31, 2024.

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Holding Company Structure

Jianpu Technology Inc. is a holding company with no material operations of its own. We conduct our operations primarily through our subsidiaries in mainland China and the VIEs in mainland China. As a result, Jianpu Technology Inc.'s ability to pay dividends depends upon dividends paid by our subsidiaries in mainland China. If our existing subsidiaries in mainland China or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. In addition, our wholly foreign-owned subsidiaries in mainland China are permitted to pay dividends to us only out of their retained earnings, if any, as determined in accordance with the accounting standards and regulations in mainland China. Under mainland China law, each of our subsidiaries and the VIEs in mainland China is required to set aside at least 10% of its after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. In addition, our subsidiaries and the VIEs may allocate a portion of their after-tax profits based on mainland China accounting standards to discretionary surplus funds at their discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends. For the years ended December 31, 2022, 2023 and 2024, we did not have any profit appropriation to statutory surplus fund for our entities incorporated in mainland China was approximately. We did not make any appropriation to other reserve funds for any of the years presented. Remittance of dividends by a wholly foreign-owned company out of mainland China is subject to examination by the banks designated by the SAFE. Our subsidiaries in mainland China have not paid dividends and will not be able to pay dividends until they generate accumulated profits and meet the requirements for statutory reserve funds.

See "Item 4. Information On the Company-B. Business Overview-Data and Technology" and "Item 4. Information On the Company-B. Business Overview-Intellectual Property."

Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the period since January 1, 2025 that are reasonably likely to have a material effect on our revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.

For our critical accounting estimates, see "Item 5. Operating and Financial Review and Prospects-A. Operating Results-Critical Accounting Policies, Judgments and Estimates."

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ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

The following table sets forth information regarding our directors and executive officers as of the date of this annual report.

* Mr. Yilü (Oscar) Chen tendered his resignation as the chief financial officer and a director of our company for personal reasons,

effective April 30, 2025.

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Mr. Daqing (David) Ye has served as the chairman of our board of directors and our chief executive officer since October 2017. He is a co-founder of RONG360, and has served as its chairman since its inception. Mr. Ye has also served as an independent non-executive director of Zero2IPO Holdings Inc. (HKEX: 1945) since June 2023. He has over 20 years of experience in operations and management of internet business and consumer financial institutions in China and the United States. Before founding our company, he served as head of marketing for PayPal, China from 2009 to 2011, director of digital marketing capabilities of American Express Company's, Risk, Information & Banking Group in New York from 2007 to 2009, and senior manager of marketing analysis at AOL Inc. from 2004 to 2007. Mr. Ye started his career as a risk data analyst at Capital One Financial Corporation's risk strategy and analysis team in 1998, and later worked as a credit risk manager at Global Credit Assurance & Consulting team, and managed statisticians and data analysts at the acquisition marketing team of Capital One's Under Served Markets group from 2000 to 2004. Mr. Ye received a bachelor's degree in engineering from Hunan University in China and a master's degree in finance from the George Washington University in the United States. He obtained an EMBA degree from the PBC School of Finance, Tsinghua University in 2024.

Mr. Jiayan Lu has served as our director since October 2017. He served as our chief operating officer from October 2017 to June 2022. He is a co-founder of RONG360 and has served as its director since August 2015. Mr. Lu served as deputy director of Pudong branch, deputy general manager of Shanghai branch and deputy general manager of operations of the Bank of Ningbo from 2007 to 2011. Mr. Lu worked as the manager of the customer service center of Royal & Sun Alliance Insurance plc in greater China from 2004 to 2007 and director of the customer service center of Standard Chartered Bank from 2002 to 2004. Mr. Lu received a bachelor's degree in international finance from Shanghai Jiaotong University in 1997 and an MBA degree from Shanghai Jiaotong University in 2002.

Mr. Caofeng Liu has served as our director and chief technology officer since October 2017 and our chief operating officer since March 2025. He is a co-founder of RONG360, and has served as its director since 2024. Prior to founding our company, Mr. Liu served as research and development manager at Baidu, Inc. from 2008 to 2011, senior research and development manager at kuxun.com from 2006 to 2008 and architect at tq.com from 2004 to 2006. Mr. Liu received a bachelor's degree in electronic engineering from Nanchang Hangkong University in 2004. He obtained an EMBA degree from the PBC School of Finance, Tsinghua University in 2024.

Mr. Yilü (Oscar) Chen has served as our director since May 2019 and as our chief financial officer since October 2017, and before that RONG360 Inc.'s chief financial officer. In addition, Mr. Chen is an independent non-executive director of Mobvoi Inc. (HKEX: 2438). Mr. Chen served as the chief financial officer of Jia.com from July 2015 to November 2016. Prior to that, Mr. Chen served as executive director at Fosun Kinzon Capital from July 2014 to July 2015, executive director at Goldman Sachs Gao Hua Securities from 2006 to 2014, vice president at Changjiang BNP Paribas Peregrine from 2005 to 2006, assistant general manager of the investment banking division at China Southern Securities Co., Ltd. from 2000 to 2005 and assistant audit manager at KPMG from 1997 to 2000. Mr. Chen received a bachelor's degree in international business management from Shanghai University of International Business and Economics in 1997.

Mr. Denny Ting Bun Lee has served as our independent director since November 2017. Mr. Lee currently also serves as chairman of the audit committees and independent non-executive director on the boards of NIO Inc. (NYSE: NIO; HKEX: 9866; SGX: NIO) and New Oriental Education & Technology Group Inc. (NYSE: EDU; HKEX: 9901). From April 2002 to June 2022, Mr. Lee served as a director of NetEase, Inc., formerly known as NetEase.com, Inc., which is listed on the Nasdaq Global Select Market (NASDAQ: NTES) and the Hong Kong Stock Exchange (HKEX: 9999). He was the chief financial officer of NetEase.com, Inc. from April 2002 to June 2007 and its financial controller from November 2001 to April 2002. Prior to joining NetEase.com, Inc., Mr. Lee worked in the Hong Kong office of KPMG for more than ten years. Mr. Lee graduated from the Hong Kong Polytechnic University majoring in accounting and is a member of The Hong Kong Institute of Certified Public Accountants and The Chartered Association of Certified Accountants.

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Dr. Xiaoyan Zhang has served as our independent director since February 2018. Dr. Zhang is currently Associate Dean and Xinyuan Chair Professor of Finance at the PBC School of Finance, Tsinghua University. Dr. Zhang's research focuses on financial technology, international finance, empirical asset pricing and applied econometrics. Before she joined Tsinghua University, Dr. Zhang was the Duke Realty Chair Professor of Finance with tenure at the Krannert School of Management, Purdue University. Prior to joining Krannert faculty in 2010, Dr. Zhang was an assistant professor of finance at the Johnson School of Management at Cornell University from 2002 to 2010. In 2014, Dr. Zhang was named one of the "Top 40 under 40" Business School professors in the world. Dr. Zhang served as a member of the Issuance Examination Committee of China Securities Regulatory Commission. Dr. Zhang received her Bachelor Degree in international economics from Peking University, and her Doctoral Degree of Philosophy in Finance from Columbia Business School.

Mr. Kuang-yu (Jeff) Liao has served as our independent director since November 2018. Mr. Liao has over 30 years of experience in operations and senior management across online payments, E-commerce and consumer finance in Greater China. He served as the head of Apple Pay Asia from November 2014 to March 2018. In the ten years before he joined Apple Pay Asia, Mr. Liao held several senior executive positions at global technology companies, including head of Visa China, CEO of eBay Greater China, head of PayPal China and general manager at Standard Chartered Consumer Bank China. Prior to that, he also held key posts at GE Capital, Citicorp and American Express in Hong Kong and Taiwan. Currently, Mr. Liao serves as an independent director of Zizaike.com, a privately held company that operates an online marketplace for hospitality service. Mr. Liao received a bachelor's degree in chemical engineering from Tsing Hua University (Taiwan) in 1982 and graduate study in material science from San Jose State University in 1987.

Employment Agreements and Indemnification Agreements

We have entered into employment agreements with our senior executive officers. Pursuant to these agreements, we are entitled to terminate a senior executive officer's employment for cause at any time without remuneration for certain acts of the officer, such as being convicted of any criminal conduct, any act of gross or willful misconduct or any serious, willful, grossly negligent or persistent breach of any employment agreement provision, or engaging in any conduct which may make the continued employment of such officer detrimental to our company. In connection with the employment agreement, each senior executive officer will enter into an intellectual property ownership and confidentiality agreement and agree to hold all information, know-how and records in any way connected with the products of our company, including, without limitation, all software and computer formulas, designs, specifications, drawings, data, manuals and instructions and all customer and supplier lists, sales and financial information, business plans and forecasts, all technical solutions and the trade secrets of our company, in strict confidence perpetually. Each officer will also agree that we shall own all the intellectual property developed by such officer during his or her employment.

We have also entered into indemnification agreements with our directors and senior executive officers. Under these agreements, we agree to indemnify them against certain liabilities and expenses that they incur in connection with claims made by reason of their being a director or officer of our company.

For the year ended December 31, 2024, we paid an aggregate of approximately RMB10.16 million (US$1.39 million) (pending extra bonus payment) in cash to our executive officers and directors. For share incentive grants to our officers and directors, see "-Share Incentive Plans." We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our executive officers and directors. Our subsidiaries in mainland China 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.

Share Incentive Plans

RONG360 Inc. adopted its 2012 Share Plan, or the RONG360 2012 Plan, in November 2012. We adopted a share incentive plan, Global Share Plan effective on our IPO, to link the personal interests of our employees, directors and consultants to the success of our business. Our Global Share Plan is substantially identical to the RONG360 2012 Plan, pursuant to the Global Share Plan, not more than 26,905,189 shares of us may be issued.

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In October 2017, our board of directors approved the 2017 Share Incentive Plan to attract and retain the best available personnel, provide additional incentives to employees, directors and consultants and promote the success of our business. Under the 2017 Share Incentive Plan, or the 2017 Plan, the maximum number of shares available for issuance shall be 2% of the total number of shares issued and outstanding as of the closing of our IPO, plus an annual increase on the first day of each of the first five fiscal years of the Company during the term of the 2017 Plan commencing with the fiscal year beginning January 1, 2018, by an amount equal to 2% of the total number of shares issued and outstanding on the last day of the immediately preceding fiscal year (excluding issued shares reserved for future option exercise and restricted share unit vesting), and an annual increase on the first day of each of the next five fiscal years of the Company during the term of the 2017 Plan commencing with the fiscal year beginning January 1, 2023, by an amount equal to 1.5% of the total number of shares issued and outstanding on the last day of the immediately preceding fiscal year (excluding issued shares reserved for future option exercise and restricted share unit vesting).

In June 2022, our board of directors approved the Amendment No. 1 to the Global Share Plan. We amended Section 6(e) of our Global Share Plan by changing the term of options from ten years to twelve years. Other provisions of the Global Share Plan remained the same.

In August 2024, our board of directors approved the Amendment No. 2 to the Global Share Plan. We further amended Section 6(e) of our Global Share Plan by changing the term of options from twelve years to not exceed 18 years from the date of grant. Other provisions of the Global Share Plan remained the same.

We assumed all outstanding share incentive awards issued under the RONG360 2012 Plan and administered the assumed awards pursuant to the Global Share Plan. As of February 28, 2025, a total of 23,474,169 awards (8,572,132 of which are exercisable), including the share awards succeeding from the RONG360 2012 Share Plan, has been granted under the Global Share Plan to our directors, employees and other eligible persons, and a total of 56,851,756 awards (29,187,568 of which are exercisable) has been granted under the 2017 Share Incentive Plan to our directors, management executives and employees.

The following paragraphs summarize the terms of our Global Share Plan, as amended.

Types of Awards. Our Global Share Plan permits awards of share purchase rights and options.

Plan Administration. Our Global Share Plan is administered by our board of directors or by a committee of one or more members designated by our board of directors. The committee or the full board of directors, as applicable, has full authority and discretion to take any actions it deems necessary or advisable for the administration of the plan.

Award Agreement. Awards granted under our Global Share Plan are evidenced by a share purchase agreement or share option agreement that sets forth terms, conditions and limitations for each award.

Exercise Price. The plan administrator determines the purchase price or exercise price for each award, subject to the conditions set forth in our Global Share Plan.

Eligibility. We may grant awards to our employees, non-employee directors and consultants. However, we may grant incentive share options only to our employees, parent and subsidiaries.

Term of the Awards. The term of each option granted under our Global Share Plan may not exceed twelve years from date of the grant. The term of share purchase rights granted under our Global Share Plan is set forth in the share purchase agreement.

Vesting Schedule. In general, the plan administrator determines the vesting schedule, which is set forth in the share purchase agreement or the share option agreement.

Transfer Restrictions. Options may not be transferred in any manner by the recipient other than by will, by the laws of descent and distribution or by beneficiary designation, except as otherwise provided by the plan administrator. The plan administrator determines the transfer restrictions on shares awarded pursuant to share purchase rights, which are set forth in the share purchase agreement.

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Termination. Our Global Share Plan will terminate ten years after the later of (i) the date when our board adopted our Global Share Plan or (ii) the date when our board approved the most recent increase in the award pool under our Global Share Plan that was also approved by our shareholders, provided that our board may terminate the plan at any time and for any reason, subject to shareholder approval in certain cases.

The following paragraphs describe the principal terms of the 2017 Plan.

Types of Awards. The 2017 Plan permits the awards of options, restricted shares or any other type of awards that the committee decides.

Plan Administration. Our board of directors or a committee of one or more members of the board of directors will administer the 2017 Plan. The committee or the full board of directors, as applicable, will determine the participants to receive awards, the type and number of awards to be granted to each participant, and the terms and conditions of each award grant.

Award Agreement. Awards granted under the 2017 Plan are evidenced by an award agreement that sets forth terms, conditions and limitations for each award, which may include the term of the award, the provisions applicable in the event of the grantee's employment or service terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind the award.

Eligibility. We may grant awards to our employees, directors and consultants of our company. However, we may grant incentive share options only to our employees, parent and subsidiaries.

Vesting Schedule. In general, the plan administrator determines the vesting schedule, which is specified in the award agreement.

Exercise of Options. The plan administrator determines the exercise price for each award, which is stated in the award agreement. The vested portion of option will expire if not exercised prior to the time as the plan administrator determines at the time of its grant. However, the maximum exercisable term is ten years from the date of a grant.

Transfer Restrictions. Awards may not be transferred in any manner by the recipient other than by will or the laws of descent and distribution, except as otherwise provided by the plan administrator.

Termination and amendment of the 2017 Plan. Unless terminated earlier, the 2017 Plan has a term of ten years. Our board of directors has the authority to amend or terminate the plan. However, no such action may adversely affect in any material way any awards previously granted unless agreed by the recipient.

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The following table summarizes, as of February 28, 2025, the outstanding options that were granted to our directors, executive officers and other grantees in the aggregate under the Global Share Plan and the 2017 Plan:

Board of Directors

Our board of directors currently consists of seven members. A director is not required to hold any shares in our company to qualify to serve as a director. A director may vote with respect to any contract, proposed contract, or arrangement in which he or she is materially interested. A director may exercise all the powers of the company to borrow money, mortgage its business, property and uncalled capital and issue debentures or other securities whenever money is borrowed or as security for any obligation of the company or of any third party.

Committees of the Board of Directors

We have established an audit committee, a compensation committee and a nominating committee under the board of directors. We have adopted a charter for each of the three committees. Each committee's members and functions are described below.

Audit Committee. Our audit committee consists of Ting Bun Denny Lee, Xiaoyan Zhang and Kuang-yu (Jeff) Liao, and is chaired by Mr. Lee. Mr. Lee, Ms. Zhang and Mr. Liao meet the independence standards under Rule 10A-3 under the Exchange Act. We have determined that Mr. Lee qualifies as an "audit committee financial expert" as set forth under the applicable SEC rules. 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:

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Compensation Committee. Our compensation committee consists of Xiaoyan Zhang, Ting Bun Denny Lee and Kuang-yu (Jeff) Liao, and is chaired by Ms. Zhang. The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated upon. The compensation committee is responsible for, among other things:

Nominating Committee. Our nominating committee consists of Kuang-yu (Jeff) Liao, Ting Bun Denny Lee and Xiaoyan Zhang, and is chaired by Mr. Liao. The nominating committee assists the board in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating committee is responsible for, among other things:

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Duties of Directors

Under Cayman Islands law, our directors have fiduciary duties, including duties of loyalty and a duty to act honestly in good faith with a view to our best interests. Our directors also have a duty to exercise the skill they actually possess and such care and diligence that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association. We have 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 and Officers

Our officers are elected by and serve at the discretion of the board of directors. Under Cayman Islands law, we are not required to hold an annual election of directors, and our directors are not subject to a term of office and hold office until such time as they are removed from office by ordinary resolution of the shareholders or by the board. A director will be removed from office automatically if, among other things, the director (i) becomes bankrupt or makes any arrangement or composition with his creditors; or (ii) is found by our company to be or becomes of unsound mind.

Enforceability of Civil Liabilities

Substantially all of our assets are located outside the United States. In addition, most of our directors and officers are nationals or residents of jurisdictions other than the United States and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for shareholders to effect service of process within the United States upon us or these persons, to bring an action against us or these persons in the United States, or to enforce judgments obtained in U.S. courts against us or them, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

We have been informed by our Cayman Islands legal counsel that the United States and the Cayman Islands do not have a treaty providing for reciprocal recognition and enforcement of judgments of U.S. courts in civil and commercial matters and that there is uncertainty as to whether the courts of the Cayman Islands would (i) recognize or enforce judgments of U.S. courts obtained against us or our directors or officers, predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States, or (ii) entertain original actions brought in the Cayman Islands against us or our directors or officers, predicated upon the securities laws of the United States or any state in the United States. We have also been advised by our Cayman Islands legal counsel that a judgment obtained in any federal or state court in the United States will be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided such judgment (i) is one in respect of which the foreign court had jurisdiction to hear the action in accordance with private international law principles as applied by the courts in the Cayman Islands and the parties subject to such judgment either submitted to such jurisdiction or were resident or carrying on business within such jurisdiction and were duly served with process, (ii) is final and conclusive, (iii) is either for a liquidated sum not in respect of penalties or taxes or a fine or similar fiscal or revenue obligations or, in certain circumstances, for in personam non-money relief, (iv) was not obtained by fraud; and (v) 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 United States courts under the civil liability provisions of the securities laws if such judgment is determined by the courts of the Cayman Islands to give rise to obligations to make payments that are fiscal, penal or punitive in nature. Because the courts of the Cayman Islands have yet to rule on whether such judgments are fiscal, penal or punitive in nature, it is uncertain whether such civil liability judgments from U.S. courts would be enforceable in the Cayman Islands.

A Cayman Islands court may impose civil liability on us or our directors or officers in a suit brought in the Grand Court of the Cayman Islands against us or these persons with respect to a violation of U.S. federal securities laws, provided that the facts surrounding any violation constitute or give rise to a cause of action under Cayman Islands law.

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Most of our current officers and directors are located in mainland China or Hong Kong, and it will be more difficult to enforce liabilities and enforce judgments on those individuals. Our legal counsel in mainland China has advised us that there is uncertainty as to whether the courts of mainland China would:

Our PRC legal counsel has further advised us that the recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law, which was most recently amended on September 1, 2023 and took effect on January 1, 2024. mainland China courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law and other applicable laws and regulations based either on treaties between mainland China and the country where the judgment is made or on principles of reciprocity between jurisdictions. Mainland China does not have any treaties or other written form of reciprocity with the United States or the Cayman Islands that provide for the reciprocal recognition and enforcement of foreign judgments. As such, the mainland China courts will review and determine the applicability of the reciprocity principle on a case-by-case basis and the length of the procedure is uncertain. In addition, according to the PRC Civil Procedures Law, courts in mainland China will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of mainland China law or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a mainland China court would enforce a judgment rendered by a court in the United States or in the Cayman Islands. Under the PRC Civil Procedures Law, foreign shareholders may originate actions based on mainland China law against a company in mainland China for disputes if they can establish sufficient nexus to mainland China for a mainland China court to have jurisdiction, and meet other procedural requirements. It will be, however, difficult for U.S. shareholders to originate actions against us in mainland China in accordance with mainland China laws because we are incorporated under the laws of the Cayman Islands and it will be difficult for U.S. shareholders, by virtue only of holding the ADSs or ordinary shares, to establish a connection to mainland China for a mainland China court to have jurisdiction as required under the PRC Civil Procedures Law. In addition to the aforesaid substantial uncertainties, the foreign shareholders seeking the enforcement of a foreign judgement in mainland China courts could incur substantial legal and other costs that may be material to the shareholders. Shareholders could potentially spend a considerable amount of time and other resources to go through the recognition and enforcement procedure, which may be a significant burden for the shareholders, but with no assurance of ultimate success.

We had 586, 393 and 339 employees as of December 31, 2022, 2023 and 2024, respectively. The following table sets forth the numbers of our employees categorized by function as of December 31, 2022, 2023 and 2024:

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As of December 31, 2024, we had 270 employees in Beijing, 5 employees in Shanghai, 6 employees in Shenzhen and another 58 employees in various other places in China and overseas.

As required by laws and regulations in mainland China, we participate in various employee social security plans that are organized by municipal and provincial governments, including housing, pension, medical insurance and unemployment insurance. We are required under Chinese law to make contributions to employee benefit 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.

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We enter into standard confidentiality and employment agreements with our employees. The contracts with our key personnel typically include a standard non-compete covenant that prohibits the employee from competing with us, directly or indirectly, during his or her employment and for one year after the termination of his or her employment, provided that we pay compensation equal to RMB5,000 per month during the restriction period.

Our employees have established a labor union. We believe that we maintain a good working relationship with our employees and the labor union, and we have not experienced any material labor disputes.

The following table sets forth information concerning the beneficial ownership of our ordinary shares on an as-converted basis as of February 28, 2025 for:

The calculations in the table below are based on 372,470,225 ordinary shares outstanding as of February 28, 2025, comprising entirely of Class A ordinary shares. In February 2025, Mr. Daqing (David) Ye, Mr. Caofeng Liu and Mr. Jiayan Lu voluntarily converted all of the Class B ordinary shares beneficially owned by them into Class A ordinary shares. After their conversion and as of the date of this annual report, we do not have any outstanding Class B ordinary shares.

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.

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To our knowledge, as of February 28, 2025, 220,424,240 of our ordinary shares were held by one record holder in the United States, which was Deutsche Bank Trust Company Americas, the depositary of our ADS program. The number of beneficial owners of our ADSs in the United States is likely to be much larger than the number of record holders of our ordinary shares in the United States.

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 ten votes per share.

We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.

Not applicable.

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ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

Please refer to "Item 6. Directors, Senior Management and Employees-E. Share Ownership."

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Contractual Arrangements with the VIEs and Their Shareholders

See "Item 4. Information on the Company-C. Organizational Structure-Contractual Arrangements with the VIEs."

Employment Agreements and Indemnification Agreements

See "Item 6. Directors, Senior Management and Employees-A. Directors and Senior Management-Employment Agreements and Indemnification Agreements."

Share Incentives

See "Item 6. Directors, Senior Management and Employees-B. Compensation-Share Incentive Plans."

Agreement with RONG360

We have entered into a transitional services agreement with RONG360 with respect to various ongoing relationships between us and RONG360. Pursuant to the transitional services agreement, during the transitional period which was initially 12 months after the effective date of the agreement and has been extended by mutual consent, we provide RONG360 with various corporate support services, including operational, administrative, human resources, legal, accounting and internal control support. The price paid for the operational services provided under the transitional services agreement is based on the actual costs of providing such services. The price paid for the other services is a fixed amount specified in the transitional services agreement.

RONG360 provided us with support for the employees, business contracts and other business resources relating to our current business operations during the transitional period. Furthermore, before the registration procedure of the title transfer of all intellectual property rights relating to our business from RONG360 to us is completed, RONG360 grants us a license to use these rights.

Related Party Transactions

For the year ended December 31, 2024, we generated revenues in the total amount of RMB4.9 million for the loan recommendation services to RONG360, RMB0.3 million for the digital intelligence as a service to RONG360, and charged administrative expenses of RMB6.0 million to RONG360, including expenses related to operational, administrative, human resources, legal, accounting and internal control.

For the year ended December 31, 2024, RONG360 charged us RMB4.9 million for cost of promotion and acquisition and RMB0.2 million for research and development expenses including expenses related to system development.

As of December 31, 2024, RMB2.9 million was due to RONG360, which reflected the aforementioned related party transactions and related settlement and prepayment between RONG360 and us.

Another related party is our equity investee in which we acquired 35% interest in March 2021, which charged us customer services of RMB0.5 million for service delivered in 2024.

As of December 31, 2024, we had RMB2.7 million due to a related party, from which we obtained contractual control of KTN in October 2018. The balance primarily represented the unpaid consideration as of December 31, 2024, which decreased compared to that as of December 31, 2023 because the related party collected some receivables on our behalf, which have not yet been transferred to us. The related party was owned by two of our founders before September 2020 and is now controlled by one of our founders.

In 2024, we disposed of 70% equity interest in an entity (previously consolidated as a subsidiary under the VIE structure), retaining a 30% equity interest. Following the transaction, the entity ceased to be a subsidiary and became a related party. As of December 31, 2024, we had RMB2.2 million due from the related party.

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As of December 31, 2024, we also had RMB0.2 million due from other related parties.

Not applicable.

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ITEM 8.FINANCIAL INFORMATION

We have appended consolidated financial statements filed as part of this annual report.

Legal Proceedings

We are subject to legal proceedings and claims in our ordinary course of business from time to time. On October 25, 2018, a putative securities class action was filed against us, certain of our directors and officers, and others in the U.S. District Court for the Southern District of New York: Panther Partners Inc., v. Jianpu Technology Inc. et al. (Case No. 18-cv-09848). The plaintiffs in the case alleged, in sum and substance, that certain disclosures and statements made by our company in connection with our initial public offering contained material misstatements and omissions in violation of the Securities Act of 1933. On September 27, 2020, the court denied the defendants' motion to dismiss. On November 15, 2021, the parties reached a stipulation to settle the action for the amount of US$7.5 million, among other conditions. On December 30, 2021, the court issued an order granting preliminary approval of the parties' proposed settlement, the cost of which will be borne in substantial part by our directors and officers liability insurance. On May 12, 2022, the court issued an order granting final approval of the proposed settlement, according to which our insurance company has paid the aggregate amount of US$7.5 million and this lawsuit has been closed.

On February 17, 2021, another putative securities class action was filed against us and certain of our officers in the U.S. District Court for the Southern District of New York: Guttentag v. Jianpu Technology Inc. et al. (Case No. 21-cv-01419). The plaintiffs in the case allege, in sum and substance, that certain of our company's disclosures since the first quarter of 2018 contained material misstatements and omissions in violation of the Securities Exchange Act of 1934. On July 20, 2021, the lead plaintiff filed an amended class action complaint: Enrique Africa v. Jianpu Technology Inc. et al. (Case No. 21-cv-01419). On September 3, 2021, we filed a motion to dismiss. On September 28, the court granted our motion to dismiss all claims with leave to amend. On November 28, 2022, the lead plaintiff filed the second amended complaint. On January 27, 2023, we filed a motion to dismiss the second amended complaint. On August 23, 2023, the court granted our motion to dismiss the second amended complaint and closed the case.

Litigation or any other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial cost and diversion of our resources, including our management's time and attention. For risks and uncertainties relating to the pending case against us, please see "Item 3. Key Information-D. Risk Factors-Risks Related to Our Business-We and certain of our directors and officers were named as defendants in certain putative shareholder class action lawsuits and may in the future become involved in additional lawsuits, which could have a material adverse impact on our business, financial condition, results of operation, cash flows and reputation."

Dividend Policy

We are a holding company incorporated in the Cayman Islands. We rely principally on dividends from our subsidiaries in mainland China for our cash requirements, including any payment of dividends to our shareholders. Mainland China regulations may restrict the ability of our subsidiaries in mainland China to pay dividends to us. See "Item 3. Key Information-D. Risk Factors-Risks Related to Doing Business in China-We may rely on dividends and other distributions on equity paid by our subsidiaries in mainland China to fund any cash and financing requirements we may have, and any limitation on the ability of our subsidiaries in mainland China to make payments to us could have a material and adverse effect on our ability to conduct our business."

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Our board of directors has discretion as to whether to distribute dividends, subject to applicable laws. On April 16, 2025 our board of directors authorized a special cash dividend of US$40 million to be distributed to the shareholders of Jianpu Technology Inc. Further details regarding the distribution will be determined by the board. Our board of directors may declare and pay dividends again in the future. However, 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. If we pay any dividends, we will pay our ADS holders to the same extent as holders of our ordinary shares, subject to the terms of the deposit agreement, including the fees and expenses payable thereunder. Cash dividends on our ordinary shares, if any, will be paid in U.S. dollars.

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.

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ITEM 9.THE OFFER AND LISTING

See "C. Markets" for our host market and trading symbol. We have a dual-class structure in which Class B ordinary shares have different voting rights from Class A ordinary shares. Class B ordinary shares are each entitled to ten votes, whereas Class A ordinary shares are each entitled to one vote. See " Item 3. Key Information-D. Risk Factors-Risks Related to Our ADSs-Our dual-class share structure with different voting rights will limit 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 and ADSs may view as beneficial."

Not applicable.

Before delisting from the NYSE in March 2024, our ADSs had been listed on the NYSE under the symbol "JT" since November 16, 2017. On October 30, 2020, we changed the ratio of ADSs to Class A ordinary shares, or the ADS Ratio, from two ADSs to five Class A ordinary shares to one ADS to 20 Class A ordinary shares. Except as otherwise indicated, all ADS and per ADS data in this annual report give retroactive effect to the ADS Ratio of one ADS to 20 Class A ordinary shares. On February 20, 2024, we were notified by the NYSE that the staff of NYSE Regulation determined to commence proceedings to delist our ADSs from the NYSE pursuant to Section 802.01B of the NYSE's Listed Company Manual. Trading in our ADSs was suspended immediately on the NYSE. On March 5, 2024, the NYSE notified the SEC of its intention to remove our ADSs from listing and registration on the NYSE, effective March 18, 2024. Our ADSs have been quoted on the OTC Pink after the NYSE suspended the trading of our ADSs, currently on the OTCQB under the symbol "AIJTY."

Not applicable.

Not applicable.

Not applicable.

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