Exhibit 99.1

 

CHECHE GROUP INC.

INDEX TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

	Page
Unaudited Interim Condensed Consolidated Balance Sheets as of December 31, 2024 and June 30, 2025	F-2
Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Loss for the six months ended June 30, 2024 and 2025	F-4
Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders’ equity for the six months ended June 30, 2024 and 2025	F-5
Unaudited Interim Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2025	F-6
Notes to Unaudited Interim Condensed Consolidated Financial Statements	F-7

 

 

CHECHE GROUP INC.

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

(All amounts in thousands, except for share and per share data)

 

						As of December 31,				As of June 30,
		Note				2024				2025
						RMB				RMB
ASSETS
Current assets:
Cash and cash equivalents							117,472				149,194
Short-term investments							35,423				18,007
Accounts receivable, net			3				982,479				942,717
Prepayments and other current assets			4				45,436				45,538
Total current assets							1,180,810				1,155,456
Non-current assets:
Restricted cash							5,000				26,476
Property, equipment and leasehold improvement, net			5				1,368				1,130
Intangible assets, net			6				5,950				4,900
Right-of-use assets			7				5,653				8,103
Goodwill			2 l)				84,609				84,609
Other non-current assets							4,530				4,148
Total non-current assets							107,110				129,366
TOTAL ASSETS							1,287,920				1,284,822
LIABILITIES
Current liabilities
Accounts payable							725,815				683,965
Short-term borrowings			8				30,000				71,900
Contract liabilities			2 n)				1,781				1,692
Salary and welfare benefits payable							80,377				82,949
Tax payable			10				12,011				15,317
Accrued expenses and other current liabilities			11				25,248				22,014
Short-term lease liabilities			7				3,037				5,583
Total current liabilities							878,269				883,420
Non-current liabilities
Deferred tax liabilities							1,488				1,225
Long-term lease liabilities			7				2,137				2,051
Long-term borrowings			8				-				5,000
Amounts due to related party							45,811				48,316
Deferred revenue			2 s)				1,432				1,432
Warrant			19				3,032				1,910
Total non-current liabilities							53,900				59,934
TOTAL LIABILITIES							932,169				943,354
Commitments and contingencies (Note 17)							-				-

 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

 

 

CHECHE GROUP INC.

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)

(All amounts in thousands, except for share and per share data)

 

						As of December 31,				As of June 30，
		Note				2024				2025
						RMB				RMB
SHAREHOLDERS’ EQUITY :
Ordinary shares (US$ 0.00001 par value, 5,000,000,000 and 5,000,000,000 shares (4,000,000,000 Class A ordinary shares and 1,000,000,000 Class B ordinary shares) authorized as of December 31, 2024 and June 30, 2025, respectively; 80,321,873 and 83,643,115 shares (65,046,611 Class A ordinary shares and 18,596,504 Class B ordinary shares) issued and outstanding as of December 31, 2024 and June 30, 2025, respectively)							6				6
Treasury stock							(1,025	)			(1,025	)
Additional paid-in capital							2,525,741				2,538,781
Accumulated deficit							(2,175,057	)			(2,200,625	)
Accumulated other comprehensive income							6,086				4,331
TOTAL SHAREHOLDERS’ EQUITY:							355,751				341,468
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY							1,287,920				1,284,822

 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

 

 

CHECHE GROUP INC.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF

OPERATIONS AND COMPREHENSIVE LOSS

(All amounts in thousands, except for share and per share data)

 

		Note				2024				2025
						For the six months ended June 30,
		Note				2024				2025
						RMB				RMB
Net revenues			12				1,638,986				1,348,652
Cost and Operating expenses:
Cost of revenues			13				(1,574,285	)			(1,282,869	)
Selling and marketing expenses							(41,661	)			(37,250	)
General and administrative expenses							(61,753	)			(37,255	)
Research and development expenses							(18,525	)			(18,293	)
Total cost and operating expenses							(1,696,224	)			(1,375,667	)
Operating loss							(57,238	)			(27,015	)
Other expenses:
Interest income							3,257				1,669
Interest expense							(440	)			(1,213	)
Foreign exchange (losses)/gains							(1,055	)			893
Government grants							234				1,295
Changes in fair value of warrant							3,376				1,114
Changes in fair value of amounts due to related party			18				(3,286	)			(2,052	)
Others, net							180				(454	)
Loss before income tax							(54,972	)			(25,763	)
Income tax benefit			9				100				195
Net loss							(54,872	)			(25,568	)
Other comprehensive income/ (loss)
Foreign currency translation adjustments, net of nil tax							2,016				(1,302	)
Fair value changes of amounts due to related party due to own credit Risk			18				(254	)			(453	)
Total other comprehensive income/(loss)							1,762				(1,755	)
Total comprehensive loss							(53,110	)			(27,323	)
Comprehensive loss attributable to the Cheche’s ordinary shareholders							(53,110	)			(27,323	)
Net loss attributable to the Cheche’s ordinary shareholders per share
Basic							(0.72	)			(0.31	)
Diluted							(0.72	)			(0.31	)
Weighted average number of ordinary shares
Basic							76,264,603				82,188,728
Diluted							76,264,603				82,188,728
Share-based compensation expenses included in							(27,116	)			(13,040	)
Cost of revenues							(6	)			(3	)
Selling and marketing expenses							(3,632	)			(1,851	)
General and administrative expenses							(22,145	)			(10,674	)
Research and development expenses							(1,333	)			(512	)

 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

 

 

CHECHE GROUP INC.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’EQUITY

(All amounts in thousands, except for share and per share data)

 

										RMB								RMB				RMB				RMB				RMB				RMB
																										Accumulated
																						Additional				other								Total
						Ordinary shares								Treasury stock*								paid-in				comprehensive				Accumulated				shareholders’
		Note				Shares				Amount				Shares				Amount				capital*				income				deficit				equity
										RMB								RMB				RMB				RMB				RMB				RMB
Balance at January 1,2024							75,440,709				5				(2,885,826	)			(1,025	)			2,491,873				1,150				(2,113,821	)			378,182
Net loss							-				-				-				-				-				-				(54,872	)			(54,872	)
Share-based compensation			15 a)				2,405,901				-				-				-				27,116				-				-				27,116
Foreign currency translation adjustment							-				-				-				-				-				2,016				-				2,016
Fair value changes of amounts due to related party due to own credit risk							-				-				-				-				-				(255	)			-				(255	)
Balance at June 30,2024							77,846,610				5				(2,885,826	)			(1,025	)			2,518,989				2,911				(2,168,693	)			352,187

 

										RMB								RMB				RMB				RMB				RMB				RMB
																										Accumulated
																						Additional				other								Total
						Ordinary shares								Treasury stock								paid-in				comprehensive				Accumulated				shareholders’
		Note				Shares				Amount				Shares				Amount				capital				income				deficit				equity
										RMB								RMB				RMB				RMB				RMB				RMB
Balance at January 1, 2025							80,321,873				6				(2,885,826	)			(1,025	)			2,525,741				6,086				(2,175,057	)			355,751
Balance							80,321,873				6				(2,885,826	)			(1,025	)			2,525,741				6,086				(2,175,057	)			355,751
Net loss							-				-				-				-				-				-				(25,568	)			(25,568	)
Share-based compensation			15 a)				3,321,242				-				-				-				13,040				-				-				13,040
Foreign currency translation adjustment							-				-				-				-				-				(1,302	)			-				(1,302	)
Fair value changes of amounts due to related party due to own credit risk							-				-				-				-				-				(453	)			-				(453	)
Balance at June 30, 2025							83,643,115				6				(2,885,826	)			(1,025	)			2,538,781				4,331				(2,200,625	)			341,468
Balance							83,643,115				6				(2,885,826	)			(1,025	)			2,538,781				4,331				(2,200,625	)			341,468

 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

 

 

CHECHE GROUP INC.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(All amounts in thousands, except for share and per share data)

 

		2024				2025
		For the six months ended June 30,
		2024				2025
		RMB				RMB
Cash flows from operating activities:
Net Loss			(54,872	)			(25,568	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of property, equipment and leasehold improvement			623				269
Amortization of right-of-use asset			2,784				2,689
Amortization of intangible assets			1,050				1,050
Changes in fair value of warrant			(3,376	)			(1,114	)
Changes in fair value of amounts due to related party			3,286				2,052
Share-based compensation expense			27,116				13,040
Provision of allowance for current expected credit losses			1,430				-
Foreign exchange losses/(gains)			1,055				(893	)
Loss on disposal of property, equipment and leasehold improvement			7				7
Deferred income tax			(263	)			(263	)
Changes in operating assets and liabilities:
Accounts receivable, net			(174,597	)			39,762
Prepayments and other current assets			4,092				280
Accounts payable			150,684				(41,850	)
Contract liabilities			(1,021	)			(89	)
Salary and welfare benefits payable			(296	)			2,572
Tax payable			(75	)			3,306
Accrued expenses and other current liabilities			(2,168	)			(1,216	)
Lease liabilities			(134	)			(2,679	)
Net cash used in operating activities			(44,675	)			(8,645	)
Cash flows from investing activities:
Purchase of property, equipment and leasehold improvement			(1,442	)			(40	)
Proceeds from disposal of property, equipment and intangible assets			-				1
Loan provided to a third party			(10,000	)			-
Placement of short-term investments			(85,654	)			(14,798	)
Cash received from maturities of short-term investments			35,634				32,214
Net cash (used in)/ generated from investing activities			(61,462	)			17,377
Cash flows from financing activities:
Cash received from short-term borrowings from bank (Note 8)			15,000				66,900
Cash repayments of short-term borrowings to third party			-				(2,024	)
Cash received from long-term borrowings from bank (Note 8)			-				5,000
Cash repayments of short-term borrowings to bank (Note 8)			(20,000	)			(25,000	)
Net cash (used in)/ generated from financing activities			(5,000	)			44,876
Effect of foreign exchange rate changes on cash and cash equivalents			862				(410	)
Net (decrease)/increase in cash and cash equivalents and restricted cash			(110,275	)			53,198
Cash and cash equivalents and restricted cash at beginning of the period			248,392				122,472
Cash and cash equivalents and restricted cash at end of the period			138,117				175,670
Reconciliation to amounts on consolidated balance sheet:
Restricted cash at end of the period			5,000				26,476
Cash and cash equivalents at end of the period			133,117				149,194
Supplemental disclosures of cash flow information:
Cash payments of interest expense			(296	)			(1,074	)
Cash paid for income tax			(163	)			(68	)
Supplemental schedule of non-cash investing and financing activities:
Right-of-use assets obtained in exchange for obligations			5,076				5,139

 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

 

 

CHECHE GROUP INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data)

 

1. Organization and Principal Activities

 

Cheche Group Inc. (the “Company” or “Cheche Group”) was incorporated in the Cayman Islands in January 2023 as an exempted company with limited liability. The Company is a holding company and conducts its business mainly through its subsidiaries, variable interest entity (“VIE”) and subsidiaries of VIE (collectively referred to as the “Group”). Cheche Technology Inc. (“CCT”) is a wholly owned subsidiary of the Company. Cheche Technology (HK) Limited (“Cheche HK”) is a wholly owned subsidiary of CCT. Baodafang Technology Co., Ltd. (“Baodafang”) is a wholly owned subsidiary of Cheche HK. Cheche Technology (Ningbo) Co., Ltd. (“Cheche Ningbo”) is wholly foreign-owned enterprise (the “WFOE”). The Group conducted its business in the People’s Republic of China (the “PRC” or “China”) through a series of contractual agreements entered into by the WFOE with the VIE based in China. The Group is primarily engaged in the operation of providing insurance transaction services, Software-as-a-Service (“SaaS”) and technical service and other services in China.

 

The following sets forth the Company’s consolidated subsidiaries, VIE and subsidiaries of VIE are as follows:

 Schedule of Consolidated Subsidiaries,VIE and Subsidiaries of VIE

				Percentage of
				direct or
		Place and		indirect
		year of		economic		Principal
Subsidiaries		incorporation		ownership		activities
Cheche Technology Inc. (“CCT”)		Cayman Islands, 2018		100%		Investment holding
Cheche Technology (HK) Limited (“Cheche HK”)		Hong Kong, China, 2018		100%		Investment holding
Cheche Technology (Ningbo) Co., Ltd. (“Cheche Ningbo” or “wholly foreign-owned enterprise” or “WFOE” or “primary beneficiary of the VIE”)		Ningbo, China, 2018		100%		Technical support and consulting services
Baodafang Technology Co., Ltd. (“Baodafang”)		Beijing, China, 2020		100%		Technology service and SaaS services

 

				Percentage of
				direct or
		Place and		indirect
		year of		economic		Principal
VIE		incorporation		interest		activities
Beijing Cheche Technology Co., Ltd. (“Beijing Cheche”)		Beijing, China, 2014		100%*		Technology service

 

				Percentage of
		Place and		direct or
		year of		indirect
		incorporation/		economic		Principal
Subsidiaries of VIE		acquisition		interest		activities
Cheche Insurance Sales & Service Co., Ltd. (“Cheche Insurance”)		Guangzhou, China, 2017		100%*		Insurance brokerage
Huicai Insurance Brokerage Co., Ltd.		Beijing, China, 2016		100%*		Dormant
Cheche Zhixing (Ningbo) Car Service Co., Ltd.		Ningbo, China, 2019		100%*		Dormant

 

*	The WFOE has 100% beneficial interests in the consolidated VIE (including its subsidiaries).

 

 

CHECHE GROUP INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

(All amounts in thousands, except for share and per share data)

 

1. Organization and Principal Activities (Continued)

 

On September 14, 2023 (the “Closing Date”), the Company completed the business combination (the “Business Combination”) with Prime Impact Acquisition I (“Prime Impact”). Cheche Group began trading on the Nasdaq Stock Exchange on September 18, 2023. On the Closing Date, the Company consummated the Business Combination with Prime Impact, pursuant to the Business Combination Agreement dated January 29, 2023, by and among Prime Impact, the Company, Cheche Merger Sub Inc. (“Merger Sub”), and CCT. Pursuant to the Business Combination Agreement, the Business Combination was effected in two steps. On September 14, 2023, (1) Prime Impact merged with and into the Company (the “Initial Merger”), with the Company surviving the Initial Merger as a publicly traded entity; and (2) immediately following the Initial Merger, Merger Sub merged with and into CCT (the “Acquisition Merger” and, together with the Initial Merger, the “Mergers,” and together with all other transactions contemplated by the Business Combination Agreement, the “Business Combination”), with CCT surviving the Acquisition Merger as a wholly owned subsidiary of the Company.

 

The Business Combination was accounted for as a reverse recapitalization (the “Reverse Recapitalization”) in accordance with U.S. GAAP. As a result of the Business Combination, CCT was deemed the accounting acquirer. This determination is primarily based on the shareholders of CCT comprising the majority of the voting power of the Company and having the ability to nominate the members of the Company’s Board, CCT’s operations prior to the acquisition comprising the only ongoing operations, and CCT’s senior management comprising a majority of the Group’s senior management. Accordingly, for accounting purposes, the financial statements of the post-combination company represent a continuation of the financial statements of CCT. Prime Impact was treated as the “acquired” company for accounting purposes. As Prime Impact does not meet the definition of a “business” for accounting purposes, the Reverse Recapitalization was treated as the equivalent of CCT issuing shares for the net assets of Prime Impact, accompanied by a recapitalization. The net assets of Prime Impact were stated at historical cost, with no goodwill or other intangible assets recorded. The unaudited interim condensed consolidated financial statements reflect (i) the historical operating results of CCT prior to the Reverse Recapitalization; (ii) the combined results of the Company and CCT following the closing of the Reverse Recapitalization; (iii) the assets and liabilities of CCT at their historical cost; and (iv) the Company’s equity structure for all periods presented. Transaction costs related to the Reverse Recapitalization paid to Prime Impact as part of the Business Combination Agreement were charged to equity as a reduction of the net proceeds received in exchange for the shares issued to the shareholders of Prime Impact.

 

In accordance with guidance applicable to these circumstances, the equity structure has been retroactively adjusted in all comparative periods up to the Closing Date, to reflect the number of shares of the Company’s ordinary shares issued to CCT’s shareholders in connection with the Reverse Recapitalization transaction. As such, the ordinary shares and corresponding capital amounts and earnings per share related to CCT convertible redeemable preferred shares and ordinary shares prior to the Reverse Recapitalization have been retroactively restated as shares reflecting the exchange ratio established pursuant to the Business Combination Agreement. In conjunction with the Reverse Recapitalization, the Company’s ordinary shares underwent a 13.6145-for-1 conversion. Note that the unaudited interim condensed consolidated financial statements give retroactive effect as though the conversion of the Company’s ordinary shares occurred for all periods presented, without any change in the par value per share.

 

Contractual arrangements with VIE

 

PRC laws and regulations place certain restrictions on foreign investment in value-added telecommunication service businesses. To comply with PRC laws and regulations, the Group operates its businesses in the PRC through the VIE and VIE subsidiaries. Most of the Group’s revenues, cost of revenues, expenses and net loss in China were generated directly or indirectly through the VIE and VIE’s subsidiaries. The Company relies on a series of contractual arrangements among its wholly-owned PRC subsidiary Cheche Ningbo, the VIE and their shareholders to conduct the business operations of the VIE and VIE subsidiaries.

 

Below is a summary of the currently effective contractual arrangements by and among the Company’s wholly-owned subsidiary Cheche Ningbo, Beijing Cheche and its shareholders (also Nominee Shareholders).

 

 

CHECHE GROUP INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

(All amounts in thousands, except for share and per share data)

 

1. Organization and Principal Activities (Continued)

 

Contractual arrangements with VIE (Continued)

 

i)

Equity Interest Pledge Agreement

 

Pursuant to the Equity Interest Pledge Agreement entered into amongst WFOE, the VIE and Nominee Shareholders of the VIE, the Nominee Shareholders of the VIE pledged all of their equity interests in the VIE to the WFOE to ensure the Nominee Shareholders fully perform their obligations under the Exclusive Option Agreement, the Exclusive Business Cooperation Agreement and the Power of Attorney. The WFOE shall have the right to collect dividends generated by the pledged equity interests during the term of the pledge. If the Nominee Shareholders breach their respective contractual obligations under the Equity Interest Pledge Agreement, the WFOE, as pledgee, will be entitled to rights, including but not limited to being paid based on the monetary valuation that such equity interest is converted into or from the proceeds from the auction or sale of the equity interest. The Nominee Shareholders of the VIE are prohibited from transferring their pledged equity interests, placing or permitting any encumbrance that would prejudice the WFOE’s interests without the WFOE’s prior written consent. The pledge rights were effective upon registration of the pledges with the relevant Administration for Market Regulation (the “SAMR”) (formerly known as State Administration for Industry and Commerce), and the Equity Interest Pledge Agreement will remain effective until all the obligations have been satisfied in full. The WFOE completed the registration of the pledge of equity interests in the VIE with the relevant office of the SAMR in accordance with the PRC Civil Code.

 

ii)

Exclusive Option Agreement

 

Pursuant to the Exclusive Option Agreement entered into amongst the CCT, WFOE, VIE and the Nominee Shareholders, the Nominee Shareholders irrevocably granted the WFOE or its designated party, an exclusive option to purchase all or part of the equity interests held by the Nominee Shareholders in the VIE at its sole discretion, to the extent permitted under the PRC laws for the cost of the initial contributions to the registered capital or the minimum amount of consideration permitted by applicable PRC law. The WFOE has an option to purchase from VIE at WFOE’s sole discretion, any or all of the assets and business of VIE, to the extent permitted under PRC law, and at the lowest purchase price permitted by PRC law. The Nominee Shareholders should remit to the WFOE any gain that is paid by WFOE or its designated person(s) in connection with the purchased equity interest or the purchased business asset. The WFOE or its designated person(s) have sole discretion to decide when to exercise the option, whether in part or in full. Any and all dividends and other capital distributions made by the VIE to its Nominee Shareholders should be repaid to the WFOE in full amount. CCT would provide unlimited financial support to the VIE if, in the normal operation of business, the VIE should become in need of any form of reasonable financial support. If the VIE were to incur any loss and as a result cannot repay any loans from CCT, CCT should unconditionally forgive any such loans to the VIE given that the VIE provides sufficient proof for its loss and incapacity to repay. This Exclusive Option Agreement remains effective until all equity interests held by Nominee Shareholders in the VIE have been transferred or assigned to the WFOE and/or any other person designated by the WFOE in accordance with this Exclusive Option Agreement.

 

iii)

Exclusive Business Cooperation Agreement

 

Pursuant to the Exclusive Business Cooperation Agreements entered into amongst WFOE and VIE, the WFOE is engaged by the VIE to exclusively provide technical and consulting services including but not limited to the licensing of technology and software, design, development, maintenance and updating of technologies, business and management consultation, and marketing and promotional services. The WFOE may appoint or designate its affiliates or other qualified parties to provide the services covered by the Exclusive Business Cooperation Agreement. In return, the VIE agrees to pay a service fee equal to 100% of the consolidated net profits of the VIE after the VIE turns cumulative profitable and after certain expenses. The WFOE has sole discretion in determining the service fee charged to the VIE under this agreement. Without the WFOE’s prior written consent, the VIE shall not, directly and indirectly, obtain the same or similar services as provided under this agreement from any third party. The WFOE can terminate the Exclusive Business Cooperation Agreement at its sole discretion in the event that the VIE breaches the Exclusive Business Cooperation Agreement and fails to take remedial measures within ten days of written notice by the WFOE; however, the VIE cannot terminate the Exclusive Business Cooperation Agreement unless otherwise required by the applicable laws. The agreement will be in effect for an unlimited term, until the term of business of one party expires and extension is denied by the relevant approval authorities.

 

 

CHECHE GROUP INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

(All amounts in thousands, except for share and per share data)

 

1. Organization and Principal Activities (Continued)

 

Contractual arrangements with VIE (Continued)

 

iv)

Power of Attorney

 

Pursuant to the Power of Attorney agreement entered into amongst WFOE, VIE and the Nominee Shareholders, Nominee Shareholders irrevocably appoint WFOE as their attorney-in-fact to exercise on each shareholder’s behalf any and all rights that each shareholder has in respect of its equity interests in the VIE, including but not limited to executing the voting rights and the right to appoint directors and executive officers of VIE. The agreements will remain effective and irrevocable for as long as the relevant Nominee Shareholder holds any equity interests in VIE.

 

v)

Spousal Consent Letter

 

Each spouse of the married Nominee Shareholders of the VIE entered into a Spousal Consent Letter, which unconditionally and irrevocably agreed that the equity interests in the VIE held by and registered in the name of their spouse will be disposed of pursuant to the Equity Interest Pledge Agreement and the Power of Attorney. Each spouse agreed not to assert any rights over the equity interests in the VIE held by their spouse. In addition, in the event that the spouses obtain any equity interests in the VIE held by their spouse for any reason, they agreed to be bound by the contractual arrangements.

 

The Equity Interest Pledge Agreement, Exclusive Option Agreement, Exclusive Business Cooperation Agreement, Power of Attorney and Spousal Consent Letter to Beijing Cheche were amended to reflect the changes of shareholders’ holding in the VIE entity in their respective dates. No other material terms or conditions of these agreements were changed or altered. There was no impact to the Group’s effective control over Beijing Cheche and the Group continues to consolidate Beijing Cheche.

 

Risks in relation to the VIE structure

 

The Group’s business is mainly conducted through the VIE and subsidiaries of VIE, of which the Company is the ultimate primary beneficiary. The Company has concluded that (i) the ownership structure of the VIE is not in violation of any applicable PRC laws or regulations currently in effect and (ii) each of the VIE contractual agreements is valid, binding, and enforceable in accordance with their terms and applicable PRC laws or regulations currently in effect. However, uncertainties in the PRC legal system could cause the relevant regulatory authorities to find the current VIE contractual agreements and the legal structure to be in violation of any existing or future PRC laws or regulations.

 

On March 15, 2019, the National People’s Congress adopted the Foreign Investment Law of the PRC, which became effective on January 1, 2020, together with their implementation rules and ancillary regulations. The Foreign Investment Law does not explicitly classify contractual arrangements as a form of foreign investment, but it contains a catch-all provision under the definition of “foreign investment”, which includes investments made by foreign investors through means stipulated in laws or administrative regulations or other methods prescribed by the State Council. It is unclear whether the Group’s corporate structure will be seen as violating the foreign investment rules as the Group is currently leveraging the contractual arrangements to operate certain business in which foreign investors are prohibited from or restricted to investing. If variable interest entities fall within the definition of foreign investment entities, the Group’s ability to use the contractual arrangements with the VIE and the Group’s ability to conduct business through the VIE could be severely limited.

 

 

CHECHE GROUP INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

(All amounts in thousands, except for share and per share data)

 

1. Organization and Principal Activities (Continued)

 

Risks in relation to the VIE structure (Continued)

 

In addition, if the Group’s corporate structure and the contractual arrangements with the VIE through which the Group conducts its business in the PRC were found to be in violation of any existing or future PRC laws and regulations, the Group’s relevant PRC regulatory authorities could:

 

	●	revoke the business licenses and/or operating licenses of the Group’s PRC entities;
	●	impose fines;
	●	confiscate any income that they deem to be obtained through illegal operations, or impose other requirements with which the Group may not be able to comply;
	●	discontinue or place restrictions or onerous conditions on the Group’s operations;
	●	place restrictions on the right to collect revenues;
	●	shut down the Group’s servers or block the Group’s websites or mobile apps;
	●	the Group to restructure ownership structure or operations, including terminating the contractual arrangements with the VIE and deregistering the equity pledges of the VIE, which in turn would affect the ability to consolidate, derive economic interests from the VIE and their subsidiaries;
	●	restrict or prohibit the use of the proceeds from financing activities to finance the business and operations of the VIE and their subsidiaries; or
	●	take other regulatory or enforcement actions that could be harmful to the Group’s business.

 

The imposition of any of these penalties may result in a material and adverse effect on the Group’s ability to conduct the Group’s businesses. In addition, if the imposition of any of these penalties causes the Group to lose the rights to direct the activities of the VIE or the right to receive its economic benefits, the Group would no longer be able to consolidate the VIE. The management believes that the likelihood for the Group to lose such ability is remote based on current facts and circumstances. However, the interpretation and implementation of the laws and regulations in the PRC and their application to an effect on the legality, binding effect and enforceability of contracts are subject to the discretion of competent PRC authorities, and therefore there is no assurance that relevant PRC authorities will take the same position as the Group herein in respect of the legality, binding effect and enforceability of each of the contractual arrangements. Meanwhile, since the PRC legal system continues to rapidly evolve, it may lead to changes in PRC laws, regulations, and policies or in the interpretation and application of existing laws, regulations and policies, which may limit legal protections available to the Group to enforce the contractual arrangements should the VIE or the shareholder of the VIE fail to perform their obligations under those arrangements. In addition, shareholder of the VIE is a PRC holding entity beneficially owned by the Founder, chairman of the board of directors and chief executive officer of the Company. The enforceability, and therefore the benefits, of the contractual agreements between the Company and the VIE depend on shareholder enforcing the contracts. There is a risk that shareholder of VIE, who in some cases is also shareholder of the Company may have conflict of interests with the Company in the future or fails to perform their contractual obligations. Given the significance and importance of the VIE, there would be a significant negative impact to the Company if these contracts were not enforced.

 

 

CHECHE GROUP INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

(All amounts in thousands, except for share and per share data)

 

1. Organization and Principal Activities (Continued)

 

Risks in relation to the VIE structure (Continued)

 

The Group’s operations depend on the VIE to honor their contractual agreements with the Group and the enforceability, and therefore the benefits, of the contractual agreements also depends on the authorization by the shareholder of the VIE to exercise voting rights on all matters requiring shareholder approval in the VIE. The Company believes that the agreements on authorization to exercise shareholder’s voting power are enforceable against each party thereto in accordance with their terms and applicable PRC laws or regulations currently in effect and the possibility that it will no longer be able to be the primary beneficiary and consolidate the VIE as a result of the aforementioned risks and uncertainties is remote.

 

In accordance with the contractual agreements, the Company could (1) exercise the shareholder’s rights of the VIE and has power to direct the activities that most significantly affects the economic performance of the VIE and subsidiaries of VIE, (2) absorb substantially all of the expected losses and receive substantially expected residual returns of the VIE and subsidiaries of VIE; and (3) has an exclusive call option to purchase all or part of the equity interests in and/or assets of each of VIE and subsidiaries of VIE when and to the extent permitted by PRC law. Accordingly, the Company is considered as the ultimate primary beneficiary of the VIE and has consolidated the VIE’s financial results of operations, assets, and liabilities in the Company’s consolidated financial statements. Therefore, the company considers that there are no assets in the VIE that can be used only to settle obligations of the VIE, except for the paid-in capital of the VIE amounting to approximately RMB65.3 million and RMB65.3 million as of December 31, 2024 and June 30, 2025, as well as certain non-distributable statutory reserves amounting to approximately nil and nil as of December 31, 2024 and June 30, 2025. As the VIE are incorporated as a limited liability company under the PRC Company Law, creditors do not have recourse to the general credit of the Company for the liabilities of the VIE. As the Group is conducting certain business in the PRC through the VIE, the Company would provide unlimited financial support to the VIE if, in the normal operation of business, the VIE should become in need of any form of reasonable financial support, which could expose the Group to a loss.

 

As of the date of this report, 14.24% of the equity interests in the VIE held by Beijing Zhongjin Huicai Investment Management Co., Ltd., one of the Nominee Shareholders, were frozen by the People’s Court of Futian District, Shenzhen City, Guangdong Province for a civil dispute between Beijing Zhongjin Huicai Investment Management Co., Ltd. and certain other party. Under applicable PRC laws, (1) the frozen equity interests in the VIE cannot be sold, transferred, or disposed of in any manner from July 28, 2022 to July 27, 2025, unless such freezing was released by a competent court; and (2) if a competent court rules to auction off the frozen equity interests, the proceeds from the auctioning and sale of the frozen equity interests by competent court shall be firstly distributed to pledgee, i.e. the WFOE, thereafter the remaining proceeds (if any), shall be used to settle the claims of the creditor applying with court for enforcement. Therefore, uncertainties remain with respect to the enforcement of the option of the WFOE to purchase such frozen equity interests under the exclusive option agreement among the Company, WFOE, the VIE and shareholders of the VIE, dated June 18, 2021, which may be subject to the auction process by the competent court. However, as that such equity interests had been pledged to WFOE prior to the freezing, the Company does not believe the freezing of the above-mentioned equity interests in the VIE will cause any material impact to the operations of the Company.

 

 

CHECHE GROUP INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

(All amounts in thousands, except for share and per share data)

 

1. Organization and Principal Activities (Continued)

 

Risks in relation to the VIE structure (Continued)

 

The following unaudited interim condensed consolidated financial information of the VIE after the elimination of inter-company transactions between the VIE and its subsidiaries as of December 31, 2024 and June 30, 2025 and for the six months ended June 30, 2024 and 2025 was included in the accompanying unaudited interim condensed consolidated financial statements of the Group as follows:

 

Schedule of Consolidated Financial Statements

		As of December 31,				As of June 30,
		2024				2025
		RMB				RMB
ASSETS
Current assets:
Cash and cash equivalents			31,958				39,750
Short-term investment			3,000				-
Accounts receivable, net			781,857				719,284
Prepayments and other current assets			31,575				40,582
Amounts due from intra-Group companies			3,016				24,596
Total current assets			851,406				824,212
Non-current assets:
Restricted cash			5,000				5,000
Property, equipment and leasehold improvement, net			1,239				1,043
Intangible assets, net			5,950				4,900
Right-of-use assets			5,653				8,103
Goodwill			84,609				84,609
Other non-current assets			225				225
Total non-current assets			102,676				103,880
TOTAL ASSETS			954,082				928,092
LIABILITIES
Current liabilities:
Accounts payable			551,214				521,441
Short-term borrowings			10,000				31,900
Contract liabilities			125				4
Salary and welfare benefits payable			60,838				63,263
Tax payable			7,077				9,450
Accrued expenses and other current liabilities			17,166				16,968
Short-term lease liabilities			3,037				5,583
Amounts due to intra-Group companies			149,056				142,491
Total current liabilities			798,513				791,100
Non-current liabilities:
Deferred tax liabilities			1,488				1,225
Long-term lease liabilities			2,137				2,051
Amounts due to related party			45,811				48,316
Deferred revenue			1,432				1,432
Amounts due to intra-Group companies			230,705				227,629
Total non-current liabilities			281,573				280,653
TOTAL LIABILITIES (without recourse to the primary beneficiary)			1,080,086				1,071,753

 

 

CHECHE GROUP INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

(All amounts in thousands, except for share and per share data)

 

1. Organization and Principal Activities (Continued)

 

Risks in relation to the VIE structure (Continued)

 

Schedule of Operation

		2024				2025
		For the six months ended
		June 30,
		2024				2025
		RMB				RMB
Net revenues
- earned from external parties			1,377,227				1,113,412
- earned from intra-Group companies			4,717				4,717
Total revenues			1,381,944				1,118,129
Cost of revenues and operating expenses
- arising from external parties transactions			(1,412,042	)			(1,127,327	)
- arising from intra-Group transactions			(743	)			(19,607	)
Total cost of revenues and operating expenses			(1,412,785	)			(1,146,934	)
Net loss			(35,394	)			(30,244	)

 

Schedule of Cash Flow  

		2024				2025
		For the six months ended
		June 30,
		2024				2025
		RMB				RMB
Cash flows from operating activities:
Net cash generated from/(used in) transactions with intra-Group companies			89,612				(60,601	)
Net cash (used in)/provided by transactions with external parties			(9,625	)			48,915
Net cash generated from/(used in) operating activities			79,987				(11,686	)
Net cash (used in)/provided by transactions with external parties			(11,433	)			3,060
Net cash (used in)/ generated from investing activities			(11,433	)			3,060
Net cash used in transactions with intra-Group companies			(79,421	)			(3,457	)
Net cash (used in)/generated from transactions with external parties			(5,000	)			19,876
Net cash (used in)/generated from financing activities			(84,421	)			16,419
Net (decrease)/increase in cash and cash equivalents			(15,867	)			7,793

 

Liquidity

 

The Group has incurred recurring operating losses since its inception, including net loss of RMB54.9 million, and RMB25.6 million for the six months ended June 30, 2024 and 2025, respectively. Net cash used in operating activities were RMB44.7 million and RMB8.6 million for the six months ended June 30, 2024 and 2025 respectively. Accumulated deficit was RMB2,175.1 million and RMB2,200.6 million as of December 31, 2024 and June 30, 2025, respectively. The Group assesses its liquidity by its ability to generate cash from operating activities and attract investors’ investments.

 

 

CHECHE GROUP INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

(All amounts in thousands, except for share and per share data)

 

1. Organization and Principal Activities (Continued)

 

Liquidity (Continued)

 

Historically, the Group has relied principally on both operational sources of cash and non-operational sources of financing from investors to fund its operations and business development. The Group’s ability to continue as a going concern is dependent on management’s ability to successfully execute its business plan, which includes increasing revenues while controlling operating expenses, as well as, generating operational cash flows and continuing to gain support from outside sources of financing. The Group had a positive working capital (defined as total current assets deducted by total current liabilities) of RMB272.0  million, also the Group had RMB 149.2 million, in cash and cash equivalents, as well as the credit line of Minsheng Bank RMB13.1Millon (due in November 2025) and Bank of Beijing RMB15.0Million (due in May 2027) has not been used as of June 30, 2025. Moreover, the Group can adjust the pace of its operation expansion and control the operating expenses of the Group. Based on the above considerations, the Group believes the cash and cash equivalents and the operating cash flows are sufficient to meet the cash requirements to fund planned operations and other commitments for at least the next twelve months from the date of the issuance of the unaudited interim condensed consolidated financial statements. The Group’s unaudited interim condensed consolidated financial statements have been prepared based on the Company continuing as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.

 

2 Significant Accounting Policies

 

a) Basis of presentation

 

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted consistent with Article 10 of Regulation S-X.

 

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of June 30, 2025 and the results of its operations and its cash flows for the six months ended June 30, 2024 and 2025. The results for the six months ended June 30, 2025 are not necessarily indicative of results to be expected for the year ending December 31, 2024, any other interim periods, or any future year or period. These unaudited interim condensed consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements as of and for the year ended December 31, 2024 and notes thereto also included herein.

 

Significant accounting policies followed by the Group in the preparation of the accompanying unaudited interim condensed consolidated financial statements as of and for the six months ended June 30, 2025 and 2024 are summarized below.

 

 

CHECHE GROUP INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

(All amounts in thousands, except for share and per share data)

 

2 Significant Accounting Policies (Continued)

 

b) Principles of consolidation

 

The unaudited interim condensed consolidated financial statements include the financial statements of the Company, its subsidiaries, the VIE and subsidiaries of VIE for which the Company is the primary beneficiary.

 

Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power, has the power to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of the board of directors, or has the power to govern the financial and operating policies of the investee under a statute or agreement among the shareholders or equity holders.

 

A consolidated VIE is an entity in which the Company, or its subsidiary, through contractual arrangements, has the power to direct the activities that most significantly impact the entity’s economic performance, bears the risks of and enjoys the rewards normally associated with ownership of the entity, and therefore the Company or its subsidiary is the primary beneficiary of the entity.

 

All transactions and balances among the Company, its subsidiaries, VIE and subsidiaries of VIE have been eliminated upon consolidation.

 

c) Use of estimates

 

The preparation of the Group’s unaudited interim condensed consolidated financial statements in conformity with the U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities at the balance sheet date and reported revenues and expenses during the reported periods in the unaudited interim condensed consolidated financial statements and accompanying notes. Significant accounting estimates include, but are not limited to, provision of current expected credit losses of receivables, the impairment of goodwill, fair value of amounts due to related party and warrant, as well as the valuation and recognition of share-based compensation expenses. Actual results could differ from those estimates, and as such, differences may be material to the unaudited interim condensed consolidated financial statements.

 

d) Functional currency and foreign currency translation

 

The Group uses Renminbi (“RMB”) as its reporting currency. The functional currency of the Company and its overseas subsidiaries which incorporated in the Cayman Islands and Hong Kong is United States dollars (“US$”). The functional currency of the Group’s PRC entities is RMB.

 

In the unaudited interim condensed consolidated financial statements, the financial information of the Company and other entities located outside of the PRC have been translated into RMB. Assets and liabilities are translated at the exchange rates on the balance sheet date, equity amounts are translated at historical exchange rates, and revenues, and expenses, gains and losses are translated using the average rate for the period. Translation adjustments are reported as foreign currency translation adjustments, and are shown as a component of other comprehensive loss in the unaudited interim condensed consolidated statements of operations and comprehensive loss.

 

Foreign currency transactions denominated in currencies other than the functional currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency using the applicable exchange rates at the balance sheet dates. Net gains and losses resulting from foreign exchange transactions are included in foreign exchange (losses)/gains in the unaudited interim condensed consolidated statements of operations and comprehensive loss.

 

 

CHECHE GROUP INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

(All amounts in thousands, except for share and per share data)

 

2. Significant Accounting Policies (Continued)

 

e) Fair value measurements

 

Accounting guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

 

Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Accounting guidance establishes three levels of inputs that may be used to measure fair value:

 

● Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities

 

● Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical asset or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

 

● Level 3 applies to asset or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

The Group’s financial instruments include cash and cash equivalents, restricted cash, short-term investments, accounts receivable, other receivables (included in “prepayments and other current assets”), accounts payable, short-term borrowings, contract liabilities and other payables (included in “accrued expenses and other current liabilities”), of which the carrying values approximate their fair value. Lease liabilities are measured at amortized cost using discounted rates reflected time value of money.

 

f) Cash, cash equivalents and restricted cash

 

Cash and cash equivalents mainly represent cash on hand, demand deposits placed with large reputable banks in China, and highly liquid investments that are readily convertible to known amounts of cash and with original maturities from the date of purchase with terms of three months or less. As of December 31, 2024 and June 30, 2025, there were cash at bank denominated in US dollars amounting to approximately US$9.6 million (RMB69.3 million) and US$7.9 million (RMB56.3 million), respectively, and denominated in RMB amounting to approximately RMB48.2 million and RMB92.9 million, respectively.

 

As of December 31, 2024 and June 30, 2025, the Group had approximately RMB58.1 million and RMB102.9 million, cash and cash equivalents held by its PRC subsidiaries and VIE, representing 49.4% and 68.9% of total cash and cash equivalents of the Group, respectively. As of December 31, 2024 and June 30, 2025, the Group had RMB5.0 million and RMB26.5 million restricted cash, respectively. Restricted cash primarily represents cash deposits in a regulatory escrow account related to insurance transaction services and a USD 3 million deposit was pledged to Bank of Beijing as collateral for a RMB 20 million loan borrowed by Baodafang from the bank. Restricted cash is classified into current and non-current assets based on the maturities of term deposits. The Group had no other lien arrangements for the six months ended June 30, 2024 and 2025.

 

 

CHECHE GROUP INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

(All amounts in thousands, except for share and per share data)

 

2. Significant Accounting Policies (Continued)

 

g) Short-term investments

 

Short-term investments represent bank deposits with original maturities of more than three months but within one year. As of December 31, 2024 and June 30, 2025, the Group had approximately RMB32.4 million and RMB18.0 million bank deposits, respectively. Interest earned is recorded as interest income, amounting to RMB0.08 million and RMB0.11 million, in the unaudited interim condensed consolidated statements of operations and comprehensive loss for the six months ended June 30, 2024 and 2025, respectively.

 

h) Expected credit losses of receivables

 

The Group’s accounts receivable and other receivables (included in “prepayments and other current assets”) are within the scope of Accounting Standards Codification (“ASC”) 326. To estimate current expected credit losses, the Group has identified the relevant risk characteristics of its customers and the related receivables and other receivables which include size, type of the services the Group provides, or a combination of these characteristics.

 

Receivables with similar risk characteristics have been grouped into pools. For each pool, the Group considers the past collection experience, any changes in customer collection trends, the credit worthiness of customers, the contractual and customary payment terms that generally range from 30 to 180 days, current economic conditions, and expectation of future economic conditions (external data and macroeconomic factors). Accounts receivable balances are written off (i.e., charged-off against the allowance) when they are determined to be uncollectible after all means of collection have been exhausted and the potential for recovery is considered remote.

 

Accounts receivable is recorded at the invoiced amount and do not bear interest. As of December 31, 2024 and June 30, 2025, the Group’s accounts receivable consists primarily of receivables from insurance transaction services customers. The Group recorded current expected credit loss expense of approximately RMB1.4 million and nil for the six months period ended June 30, 2024 and 2025, respectively.

 

i) Property, equipment and leasehold improvement, net

 

Property, equipment and leasehold improvement are stated at cost less accumulated depreciation and impairment, if any. Depreciation is computed using the straight-line method over the following estimated useful lives:

Schedule of Property, Equipment and Leasehold Improvement are Stated at Cost Less Accumulated Depreciation and Impairment 

Leasehold improvement		Shorter of the lease term or estimated economic life
Furniture and office equipment		3-5 years
Electronics equipment and others		3-6 years

 

Expenditures for maintenance and repairs are expensed as incurred. The gain or loss on the disposal of property, equipment and leasehold improvement is the difference between the net sales proceeds and the carrying amount of the relevant assets and is recognized in the unaudited interim condensed consolidated statements of operations and comprehensive loss.

 

 

CHECHE GROUP INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

(All amounts in thousands, except for share and per share data)

 

2. Significant Accounting Policies (Continued)

 

j) Intangible assets, net

 

Intangible assets mainly consist of software, licenses, agency agreements and channel relationship. Intangible assets are carried at cost less accumulated amortization and any recorded impairment. Licenses, agency agreements and channel relationship acquired in a business combination were recognized initially at fair value at the date of acquisition. Identifiable intangible assets are carried at acquisition cost less accumulated amortization and impairment loss, if any. Finite-lived intangible assets are tested for impairment if impairment indicators arise. Amortization of finite-lived intangible assets is computed using the straight-line method over their estimated useful lives, which are as follows:

Schedule of Amortization of Finite-lived Intangible Assets Using the Straight-line Method Over their Estimated Useful Lives 

Software	3-5 years
Licenses	10 years
Agency agreements	2 years
Channel relationship	2 years

 

Licenses comprise insurance brokerage licenses, which has an estimated useful life of 10 years (the “Amortization Period”), which represent the time periods that the Group expects these assets will generate economic benefits to the Group’s business. The licenses have a term of validity of 5 years or longer, and are subject to certain administrative renewal at the relevant government authorities upon expiry. The renewal criteria for licenses are the same as the criteria when applying for these licenses. The Group assesses that it can continue to meet these criteria throughout the Amortization Period and these licenses will be renewed upon expiry. Agency agreements comprise contractual relationship with referral partners, which have an estimated useful life of 2 years. Channel relationship comprises customer relationship with insurance carriers, which have an estimated useful life of 2 years.

 

k) Impairment of long-lived assets

 

Long-lived assets or asset group, including intangible assets with finite lives, are evaluated for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be fully recoverable or that the useful life is shorter than the Group had originally estimated. When these events occur, the Group evaluates the impairment for the long-lived assets by comparing the carrying value 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 value of the assets, the Group recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. No impairment charge was recognized for any of the periods presented.

 

l) Goodwill

 

Goodwill represents the excess of the purchase price over the amounts assigned to the fair value of the assets acquired and the liabilities assumed of an acquired business. The Group’s goodwill at December 31, 2024 and June 30, 2025 were related to its acquisition of Cheche Insurance (previously named “Fanhua Times Sales and Service Co., Ltd.” or “Fanhua Times”) in October 2017. In accordance with ASC 350, Goodwill and Other Intangible Assets, recorded goodwill amounts are not amortized, but rather are tested for impairment annually or more frequently if there are indicators of impairment present.

 

 

CHECHE GROUP INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

(All amounts in thousands, except for share and per share data)

 

2. Significant Accounting Policies (Continued)

 

l) Goodwill (Continued)

 

Goodwill is not amortized, but is tested for impairment at the reporting unit level at least on an annual basis at the balance sheet date (December 31 for the Group) and between annual tests if an event occurs or circumstances change that would more-likely-than-not reduce the fair value of a reporting unit below its carrying value. These events or circumstances include a significant change in stock prices, business environment, legal factors, financial performances, competition, or events affecting the reporting unit. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. The estimation of fair value of reporting unit using a discounted cash flow methodology also requires significant judgements, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for the Company’s business and determination of the Company’s weighted average cost of capital. The estimates used to calculate the fair value of a reporting unit change from year to year based on operating results and market conditions. Changes in these estimates and assumptions could materially affect the determination of fair value and goodwill impairment for the reporting unit.

 

Management has determined that the Group represents the lowest level within the entity at which goodwill is monitored for internal management purposes. Starting from January 1, 2020, the Company adopted ASU 2017-04, which simplifies the accounting for goodwill impairment by eliminating Step 2 from the goodwill impairment test, and in accordance with the FASB, pursuant to which the Group has the option to choose whether it will apply a qualitative assessment first and then a quantitative assessment, if necessary, or to apply a quantitative assessment directly. The quantitative goodwill impairment test, used to identify both the existence of impairment and the amount of impairment loss, compares the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit is greater than zero and its fair value exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. Based on the impairment assessment, management determined that no impairment loss was recorded for the six months ended June 30, 2024 and 2025. At December 31, 2024 and June 30, 2025, goodwill was RMB84.6 million and RMB84.6 million, respectively.

 

m) Warrant

 

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is assessed at the end of each reporting period. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the warrants instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited interim condensed consolidated statements of operations and comprehensive loss.

 

n) Revenue recognition

 

Revenue is the transaction price the Group expects to be entitled to in exchange for the promised services in a contract in the common course of the Group’s activities and is recorded net of value-added tax (“VAT”). The services to be accounted for mainly include insurance transaction services, SaaS and technical service and other services.

 

 

CHECHE GROUP INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

(All amounts in thousands, except for share and per share data)

 

2. Significant Accounting Policies (Continued)

 

n) Revenue recognition (Continued)

 

The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, the Group applies the following steps:

 

	●	Step 1: Identify the contract(s) with a customer
	●	Step 2: Identify the performance obligations in the contract
	●	Step 3: Determine the transaction price
	●	Step 4: Allocate the transaction price to the performance obligations in the contract
	●	Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation

 

Insurance Transaction Services Income

 

The main source of revenue is insurance transaction services fee directly from (i) insurance carriers who underwrite insurance policies and (ii) insurance intermediaries who directly transact with insurance carriers, both determined based on a percentage of premium paid by the insured. The service fee rate paid by the insurance carriers or insurance intermediaries, shall be based on the terms specified in the service contract with the insurance carriers or with the insurance intermediaries for each insurance policy sold through the Group’s online platform and mobile applications in the PRC. The Group determines that the insurance carrier or insurance intermediary, are its customer in these agreements. Insurance transaction services revenue for the commission earned is recognized at a point in time when the Company has fulfilled its performance obligation. This occurs when the signed insurance policy is in place and the premium is collected by the insurance carriers from the insured.

 

SaaS and technical service income

 

The Group provides SaaS services to selected insurance carriers or insurance intermediaries. This cloud-based services allow insurance carriers or insurance intermediaries to use the Group’s self-developed SaaS management system without taking possession of its software. The Group has determined that the insurance carriers or insurance intermediaries as customers and initially records services fee as contract liabilities upon receipt and then recognizes the revenue on a straight-line basis over the service period, which is usually one year.

 

The Group also provides technical service to third-party companies. The Group charges third-party companies service fee for developing software for them. Technical service revenue is recognized based on cost-to-cost input method of measuring progress upon the completion of each service.

 

Other Services

 

The Group provides customer service to third-party companies. The Group satisfies its performance obligation through delivering consulting service to the third-party companies’ customers and receives service fee from these third-party companies. Customer service revenue is recognized on a straight-line basis over the period of the contract when the service is provided, which is usually within 1 year.

 

 

CHECHE GROUP INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

(All amounts in thousands, except for share and per share data)

 

2. Significant Accounting Policies (Continued)

 

n) Revenue recognition (Continued)

 

Contract Balances and Accounts Receivable

 

Contract liabilities primarily consist of customer advances which relates to the payments received for SaaS and technical service in advance of performance under the contract. The increase in contract liabilities over the periods presented was a result of the increase in consideration received from the Group’s customers, which was in line with the growth of revenues in SaaS and technical service. Due to the generally short-term duration of the relevant contracts, the majority of the performance obligations are satisfied within one year.

 

During the six months ended June 30, 2024 and 2025, the Group recognized revenue amounted to RMB2.6 million and RMB0.9 million, respectively that was included in the corresponding opening contract liabilities balance of RMB4.3 million and RMB1.8 million at December 31, 2023 and 2024, respectively.

 

During the six months ended June 30, 2024 and 2025, the Group did not have any arrangement where the performance obligations has already been satisfied in the past year but recognized the corresponding revenue in the current period.

 

Accounts receivable mainly represent amounts due from insurance transaction services customers, when the Group has satisfied its performance obligations and has the unconditional right to payment. They are carried at net realizable value. Please see Note 3 for additional information.

 

Practical Expedients

 

The Group has elected to use the following practical expedients as allowed under ASC Topic 606:

 

(i) Payment terms and conditions vary by contract type, although terms generally include a requirement of prepayment or payment within one year or less. The Group has determined that its contracts generally do not include a significant financing component.

 

(ii) Costs to obtain a contract with a customer were expensed as incurred when the amortization period would have been one year or less.

 

o) Cost of revenue

 

Amounts recorded as cost of revenues relate to direct expenses incurred in order to generate revenue, which consists primarily of i) cost of referral partners, ii) service fee paid to third-party payment platforms, iii) amortization and depreciation expenses, iv) salary and welfare benefits, v) cloud service fees, and vi) tax and surcharges and others. These costs are charged to the unaudited interim condensed consolidated statements of operations and comprehensive loss as incurred.

 

p) Research and development expenses

 

Research and development expenses mainly consist of salary and welfare benefits, share-based compensation expenses and subcontracted development expenses incurred for the development and enhancement to the Company’s online platform including SaaS platform, and mobile applications.

 

q) Selling and marketing expenses

 

Selling and marketing expenses consist primarily of advertising and promotional expenses, salary and welfare benefits, share-based compensation expenses to the Group’s sales and marketing personnel, and amortization expenses. Advertising and promotional expenses consist primarily of costs for the promotion of corporate image, online platform and mobile applications. The Group expenses all advertising and promotional expenses as incurred and classifies them under selling and marketing expenses..

 

 

CHECHE GROUP INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

(All amounts in thousands, except for share and per share data)

 

2. Significant Accounting Policies (Continued)

 

r) General and administrative expenses

 

General and administrative expenses consist primarily of share-based compensation expenses, salary and welfare benefits, professional service fees, amortization expenses and related expenses for employees involved in general corporate functions, including finance, legal and human resources; and costs associated with use by these functions of facilities and equipment, such as traveling and general expenses.

 

s) Government grants

 

Government grants mainly represent subsidies and tax refunds for operating a business in certain jurisdictions and fulfilment of specified tax payment obligations. Government grants are recognized where there is reasonable assurance that the grant will be received, and all attached conditions will be complied with. When the grant relates to an expense item, it is recognized as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is recognized as income in equal amounts over the expected useful life of the related asset.

 

Deferred government grants included RMB1.4 million and RMB1.4 million for the six months ended June 30, 2024 and 2025 being the unamortized portion of a grant of nil and nil the Group received in the six months ended June 30, 2024 and 2025, respectively, for long-term operation. As of December 31, 2024 and June 30, 2025, the Group has not fulfilled the conditions attached to the government grants. As the Group does not expect to fulfill the conditions within one year, the grant is recorded as a non-current deferred revenue.

 

t) Leases

 

The Group determines if an arrangement is a lease and determines the classification of the lease, as either operating or finance, at commencement. The Group has operating leases for office buildings and has no finance leases as of December 31, 2024 and June 30, 2025. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the lease payments over the lease term at commencement date.

 

As the Group’s leases do not provide an implicit rate, an incremental borrowing rate is used based on the information available at the commencement date, to determine the present value of lease payments. The incremental borrowing rate approximates the rate the Group would pay to borrow in the currency of the lease payments for the weighted-average life of the lease.

 

The operating lease ROU assets also include any lease payments made prior to lease commencement and exclude lease incentives and initial direct costs incurred if any. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Group will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

 

The Group’s lease agreements contain both lease and non-lease components, which are accounted for separately based on their relative standalone price.

 

The Company elect to utilize the short-term lease recognition exemption and, for those leases that qualified, the Group did not recognize operating lease right-of-use (“ROU”) assets or operating lease liabilities.

 

 

CHECHE GROUP INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

(All amounts in thousands, except for share and per share data)

 

2. Significant Accounting Policies (Continued)

 

u) Share-based compensation

 

Share based compensation expenses arise from share-based awards, including share options for the purchase of ordinary shares and restricted shares. For share options for the purchase of ordinary shares granted to employee and non-employee determined to be equity classified awards, the related share-based compensation expenses are recognized in the unaudited interim condensed consolidated statements of operations and comprehensive loss based on their grant date fair values which are calculated using the binomial option pricing model. The determination of the fair value is affected by the fair value of ordinary shares as well as assumptions regarding a number of complex and subjective variables, including the expected volatility of the fair value of ordinary shares, actual and projected employee share option exercise behavior, risk-free interest rate and expected dividends. The fair value of the ordinary shares is assessed using the income approach, with a discount for lack of marketability, given that the shares underlying the awards were not publicly traded at the time of grant. Share-based compensation expenses are recorded net of estimated forfeitures using straight-line method during the service period requirement, such that expenses are recorded only for those share-based awards that are expected to ultimately vest.

 

v) Employee benefits

 

PRC Contribution Plan

 

Full time employees of the Group in the PRC participate in a government mandated defined contribution plan, pursuant to which certain pension benefits, medical care, employee housing fund and other welfare benefits are provided to the employees. Chinese labor regulations require that the PRC subsidiaries, VIE and subsidiaries of VIE of the Group make contributions to the government for these benefits based on certain percentages of the employees’ salaries, up to a maximum amount specified by the local government. The Group has no legal obligation for the benefits beyond the contributions made. The total amounts of such employee benefit expenses, which were expensed as incurred, were approximately RMB13.1 million, RMB11.9 million for the six months ended June 30, 2024 and 2025, respectively. The total balances of employee welfare benefits, including the accruals for estimated underpaid amounts, were approximately RMB63.4 million and RMB67.3 million as of December 31, 2024 and June 30, 2025, respectively.

 

w) Taxation

 

Income taxes

 

Current income taxes are provided on the basis of income/(loss) for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and any tax loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates or tax laws is recognized in the unaudited interim condensed consolidated statements of operations and comprehensive loss in the period the change in tax rates or tax laws is enacted. A valuation allowance is provided to reduce the amount of deferred tax assets if it is considered more likely than not that some portion or all of the deferred tax assets will not be realized.

 

 

CHECHE GROUP INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

(All amounts in thousands, except for share and per share data)

 

2. Significant Accounting Policies (Continued)

 

w) Taxation (Continued)

 

Uncertain tax positions

 

In order to assess uncertain tax positions, the Group applies a more likely than not threshold and a two-step approach for the tax position measurement and financial statement recognition. Under the two-step approach, the first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. The Group recognizes interest and penalties, if any, under accrued expenses and other current liabilities on its unaudited interim condensed consolidated balance sheet and under other expenses in its unaudited interim condensed consolidated statements of operations and comprehensive loss. The Group did not have any significant unrecognized uncertain tax positions as of and for the year ended December 31, 2024, and as of and for the six months period ended June 30, 2025, respectively.

 

x) Related parties

 

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or significant influence, such as a family member or relative, shareholder, or a related corporation.

 

y) Net loss per share

 

Net loss per share is computed in accordance with ASC 260, Earnings per Share. The two-class method is used for computing earnings per share in the event the Group has net income available for distribution. Under the two-class method, net income is allocated between ordinary shares and participating securities based on dividends declared (or accumulated) and participating rights in undistributed earnings as if all the earnings for the reporting period had been distributed. For the periods presented herein, the computation of basic loss per share using the two-class method is not applicable as the Group is in a net loss position and net loss is not allocated to other participating securities because in accordance with their contractual terms they are not obligated to share in the losses.

 

Basic net loss per share is computed using the weighted average number of ordinary shares outstanding during the period. Diluted net loss per share is computed using the weighted average number of ordinary shares and potential ordinary shares outstanding during the period under treasury stock method. Potential ordinary shares include options to purchase ordinary shares and preferred shares, unless they were anti-dilutive. The computation of diluted net loss per share does not assume conversion, exercise, or contingent issuance of securities that would have an anti-dilutive effect (i.e. an increase in earnings per share amounts or a decrease in loss per share amounts) on net loss per share.

 

z) Statutory reserves

 

In accordance with China’s Company Laws, the Company’s VIE and subsidiaries of VIE in the PRC must make appropriations from their after-tax profit, if any (as determined under the accounting principles generally acceptable in the People’s Republic of China (“PRC GAAP”)), after offsetting accumulated losses from prior years, to non-distributable reserve funds including (i) statutory surplus fund and (ii) discretionary surplus fund. The appropriation to the statutory surplus fund must be at least 10% of the after-tax profits calculated in accordance with PRC GAAP. Appropriation is not required if the statutory surplus fund has reached 50% of the registered capital of the respective entity. Appropriation to the discretionary surplus fund is made at the discretion of the respective entity.

 

 

CHECHE GROUP INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

(All amounts in thousands, except for share and per share data)

 

2. Significant Accounting Policies (Continued)

 

z) Statutory reserves (Continued)

 

Pursuant to the laws applicable to China’s Foreign Investment Enterprises, the Company’s subsidiaries that are foreign investment enterprises in China have to make appropriations from their after-tax profit (as determined under PRC GAAP) to reserve funds including (i) general reserve fund, (ii) enterprise expansion fund and (iii) staff bonus and welfare fund. The appropriation to the general reserve fund must be at least 10% of the after-tax profits calculated in accordance with PRC GAAP. Appropriation is not required if the general reserve fund has reached 50% of the registered capital of the respective entity. Appropriations to the other two reserve funds are at the respective entities’ discretion.

 

The Group has not appropriated any amount to statutory reserves for the six months ended June 30, 2024 and 2025, because the Company’s subsidiary, VIE and subsidiaries of VIE were in the position of accumulated deficit as of December 31, 2024 and June 30, 2025.

 

aa) Comprehensive loss

 

Comprehensive loss is defined to include all changes in deficit of the Group during a period arising from transactions and other events and circumstances excluding transactions resulting from investments by shareholders and distributions to shareholders. Other comprehensive income, as presented on the unaudited interim condensed consolidated balance sheets, consists of accumulated foreign currency translation adjustments.

 

bb) Segment reporting

 

The Group uses the management approach in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Group’s chief operating decision maker (“CODM”) for making operating decisions, allocating resources and assessing performance as the source for determining the Group’s reportable segments. Management has determined that the Group operates in one segment, as that term is defined by FASB ASC Topic 280, Segment reporting.

 

 

CHECHE GROUP INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

(All amounts in thousands, except for share and per share data)

 

2.Significant Accounting Policies (Continued) cc)

 

cc) Recently issued accounting pronouncements

 

The Group qualifies as an “emerging growth company”, or EGC, pursuant to the Jumpstart Our Business Startups Act of 2012, as amended, or the JOBS Act. As an EGC, the Group does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards.

 

Recent accounting pronouncements not yet adopted

 

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. ASU 2023-06 modify the disclosure or presentation requirements of a variety of Topics in the Codification. Certain of the amendments represent clarifications to or technical corrections of the current requirements. Because of the variety of Topics amended, a broad range of entities may be affected by one or more of those amendments. Many of the amendments allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the SEC’s requirements. Also, the amendments align the requirements in the Codification with the SEC’s regulations. For entities subject to the SEC’s existing disclosure requirements and for entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. For all other entities, the amendments will be effective two years later. The amendments in this update should be applied prospectively. For all entities, if by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the Codification and will not become effective for any entity. The Group is currently evaluating the potential impact this standard will have on its consolidated financial statements and related disclosures.

 

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This standard requires disaggregated income tax disclosures on the effective tax rate reconciliation and income taxes paid. For public business entities, this standard is effective for annual periods beginning after December 31, 2024. For non-public business entities, this standard is effective for annual periods beginning after December 15, 2025. Early adoption is permitted, and the disclosures in this standard are required to be applied on a prospective basis with the option to apply the standard retrospectively. The Company is currently evaluating the potential impact this standard will have on its consolidated financial statements and related disclosures.

 

In March 2024, the FASB issued ASU 2024-01, “Compensation—Stock Compensation (Topic 718)—Scope Application of Profits Interest and Similar Awards (“ASU 2024-01”)”. ASU 2024-01 clarifies how to determine whether profits interest and similar awards are in the scope of ASC 718 and applies to all reporting entities that account for profits interest awards as compensation to employees or non-employees. For public business entities, the amendments in this Update are effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods. For all other entities, the amendments are effective for annual periods beginning after December 15, 2025, and interim periods within those annual periods. Early adoption is permitted. If an entity adopts the amendments in an interim period, it should adopt them as of the beginning of the annual period that includes that interim period. ASU 2024-01 can be applied retrospectively to all prior periods presented in the financial statements or prospectively to profits interest and similar awards granted or modified on or after the date at which the entity first applies this accounting standard. The Group is currently evaluating the potential impact this standard will have on its consolidated financial statements and related disclosures.

 

In November 2024, the FASB issued ASU 2024-03, “Income Statement (Topic 220)—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)”. ASU 2024-03 requires publicly-traded business entities to disaggregate operating expenses into specific categories to provide enhanced transparency into the nature and function of expenses. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. This guidance should be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Group is currently evaluating the potential impact this standard will have on its related disclosures to the consolidated financial statements.

 

 

 

CHECHE GROUP INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

(All amounts in thousands, except for share and per share data)

 

3. Accounts receivable, net

 

Accounts receivable, net is consisted of the following:

Schedule of Accounts Receivable, Net

 

		December 31, 2024				June 30, 2025
		RMB				RMB
Accounts receivable, gross:			987,913				948,151
Less: allowance for current expected credit losses			(5,434	)			(5,434	)
Accounts receivable, net			982,479				942,717

 

The following table summarizes the movement of the Group’s allowance for current expected credit losses:

 

Schedule of Allowance for Current Expected Credit Losses

		For the six months ended June 30
		2024				2025
		RMB				RMB
Balance at the beginning of the period			(2,230	)			(5,434	)
Additions			(1,430	)			-
Write-offs			-				-
Balance at the end of the period			(3,660	)			(5,434	)

 

 

CHECHE GROUP INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

(All amounts in thousands, except for share and per share data)

 

4. Prepayments and other current assets

 

The following is a summary of prepayments and other current assets:

 

Schedule of Prepayments and Other Current Assets

		December 31, 2024				June 30, 2025
		RMB				RMB
Deductible Value Added Tax (“VAT”)			22,382				27,708
Service fees (i)			17,239				10,498
Rental and other deposits			2,946				2,818
Rental expense for other leases with period less than one year			878				897
Staff advance			-				133
Others			1,991				3,484
Balance at the end of the year			45,436				45,538

 

(i)	Service fees mainly consist of prepayment of cloud server hosting fees, directors and officers’ insurance fees and others.

 

5. Property, equipment and leasehold improvement, net

 

The following is a summary of property, equipment and leasehold improvement, net:

 

Schedule of Property, Equipment and Leasehold Improvement, Net

		December 31, 2024				June 30, 2025
		RMB				RMB
Leasehold improvement			3,735				3,740
Furniture and office equipment			1,311				1,142
Electronic equipment and others			4,476				4,374
Total property, equipment and leasehold improvement			9,522				9,256
Less: accumulated depreciation			(8,154	)			(8,126	)
Property, equipment and leasehold improvement, net			1,368				1,130

 

Depreciation expenses were RMB0.6 million and RMB0.3 million for the six months ended June 30, 2024 and 2025, respectively. No impairment charge was recognized for any of the periods presented.

 

 

CHECHE GROUP INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

(All amounts in thousands, except for share and per share data)

 

6. Intangible assets, net

 

The following table summarizes the Group’s intangible assets, net:

 

Schedule of Intangible Assets, Net

		December 31, 2024				June 30, 2025
		RMB				RMB
Gross carrying amount
Software			916				916
Licenses			21,000				21,000
Agency agreements			18,000				18,000
Channel relationship			19,000				19,000
Total intangible assets			58,916				58,916
Gross carrying amount			58,916				58,916
Less: accumulated amortization
Software			(916	)			(916	)
Software [Member]			(916	)			(916	)
Licenses			(15,050	)			(16,100	)
Licenses [Member]			(15,050	)			(16,100	)
Agency agreements			(18,000	)			(18,000	)
Channel relationship			(19,000	)			(19,000	)
Channel Relationship [Member]			(19,000	)			(19,000	)
Less: accumulated amortization			(19,000	)			(19,000	)
Total intangible assets, net			5,950				4,900

 

Amortization expense for the six months ended June 30, 2024 and 2025 were RMB1.1 million and RMB1.1 million, respectively.

 

The estimated amortization expenses for each of the following periods are as follows:

 

Schedule of Estimated Amortization Expenses

		June 30, 2025
		RMB
Remainder of 2025			1,050
2026			2,100
2027			1,750
Total			4,900

 

7. Leases

 

The Group’s lease payments for office space leases include fixed rental payments and do not consist of any variable lease payments that depend on an index or a rate. As of December 31, 2024 and June 30, 2025, there was no leases that have not yet commenced.

 

The following represents the aggregate right-of-use assets and related lease liabilities as of December 31, 2024 and June 30, 2025:

 

Schedule of Aggregate Right of Use Assets and Related Lease Liabilities

		December 31, 2024				June 30, 2025
		RMB				RMB
Operating lease right-of-use assets			5,653				8,103
Short-term operating lease liabilities			(3,037	)			(5,583	)
Long-term operating lease liabilities			(2,137	)			(2,051	)
Total operating leased liabilities			(5,174	)			(7,634	)

 

 

CHECHE GROUP INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

(All amounts in thousands, except for share and per share data)

 

7. Leases (Continued)

 

The weighted average lease term and weighted average discount rate as of December 31, 2024 and June 30, 2025 were as follows:

 

Weighted Average Lease Term and Weighted Average Discount Rate 

		December 31, 2024				June 30, 2025
		RMB				RMB
Weighted average lease term:
Operating leases			1.96				1.59
Weighted average discount rate:
Operating leases			3.43	%			3.09	%

 

The components of lease expenses for the six months ended June 30, 2024 and 2025 were as follows:

 

Schedule of Lease Expenses

		2024				2025
		For the six months ended June 30,
		2024				2025
		RMB				RMB
Operating lease cost			2,975				2,656
Cost of other leases with period less than one year			2,477				888
Total			5,452				3,544

 

Supplemental cash flow information related to leases for the six months ended June 30, 2024 and 2025 were as follows:

 

Schedule of Supplemental Cash Flow Information Related to Leases

		2024				2025
		For the six months ended June 30,
		2024				2025
		RMB				RMB
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases			2,776				2,808
Supplemental noncash information:
Right-of-use assets obtained in exchange for lease obligations			5,076				5,139

 

Maturities of lease liabilities at December 31, 2024 and June 30, 2025, respectively:

 

Schedule of Maturities of Lease Liabilities

		December 31, 2024				June 30, 2025
		RMB				RMB
2025/Remainder of 2025			2,861				2,569
2026			1,927				4,679
2027			573				573
Total remaining undiscounted lease payments			5,361				7,821
Less: interest			(187	)			(187	)
Total present value of operating lease liabilities			5,174				7,634
Less: short-term operating lease liabilities			(3,037	)			(5,583	)
Long-term operating lease liabilities			2,137				2,051

 

 

CHECHE GROUP INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

(All amounts in thousands, except for share and per share data)

 

8. Short-term and long-term borrowings

 

The following table summarizes the Group’s outstanding short-term and long-term borrowings as of December 31, 2024 and June 30, 2025, respectively

 

Schedule of Outstanding Short-Term and Long-Term Borrowings

		December 31, 2024				June 30, 2025
		RMB				RMB
Short-term bank borrowing			30,000				71,900
Long-term bank borrowing			-				5,000
Bank borrowings			30,000				76,900

 

Bank borrowings comprised of the followings:

 

Schedule of Bank Borrowings

		Maturity date		Principal amount				Interest rate per annum				December 31, 2024				June 30, 2025
Industrial Bank(i)		May 30, 2025			5,000				3.10	%			5,000				-
Bank of Beijing(ii)		June 6, 2025			10,000				3.35	%			10,000				-
Bank of Beijing(ii)		December 26, 2025			10,000				2.80	%			10,000				-
China Minsheng Bank(iii)		December 11, 2025			5,000				2.80	%			5,000				5,000
China Minsheng Bank(iii)		January 14, 2026			9,900				2.80	%			-				9,900
China Minsheng Bank(iii)		June 12, 2026			2,000				2.80	%			-				2,000
Industrial Bank(iv)		May 29, 2026			5,000				2.80	%			-				5,000
Industrial and Commercial Bank of China(v)		June 26, 2026			10,000				2.35	%			-				10,000
Bank of Beijing(vi)		June 5, 2026			10,000				2.80	%			-				10,000
Bank of Beijing(vi)		June 19, 2026			10,000				2.80	%			-				10,000
Industrial and Commercial Bank of China(vii)		June 26, 2026			10,000				2.35	%			-				10,000
Bank of China(viii)		June 30, 2026			10,000				2.15	%			-				10,000
Bank of Beijing(ix)		May 8, 2027			5,000				2.60	%			-				5,000
Total borrowings													30,000				76,900

 

(i)	On May 22, 2024, the Group entered into an RMB10.0 million credit facility with the Industrial Bank Co., Ltd. (“Industrial Bank”) that will expire on May 21, 2025 to support its operations, which was guaranteed by Cheche Insurance. Under this credit facility, the Group drew down RMB5.0 million on May 31, 2024. The loans of RMB 5.0 million has been repaid on May 30, 2025.
(ii)	On June 20, 2024, Baodafang entered into an RMB50.0 million (updated to RMB20.0 million on December 25, 2024) credit facility with the Bank of Beijing that will expire on June 19, 2026 to support its operations, which was guaranteed by Beijing Cheche. Under this credit facility, on June 27, 2024, Baodafang entered into a supply chain financing agreement with the Bank of Beijing, whereby the Bank of Beijing would settle Baodafang’s accounts payable by providing RMB10.0 million to Baodafang’s supplier, Beijing Cheche, after Beijing Cheche factored its corresponding accounts receivable due from Baodafang to the Bank of Beijing through a non-recourse factoring agreement. The interest and the principal has been repaid upon maturity on June 6, 2025. In addition, under this credit facility, the Group drew down RMB10.0 million on December 27, 2024. The loans of RMB10.0 million were repaid on June 17, 2025. There are no financial covenants for the credit facility.
(iii)	On November 6, 2024, the Group entered into an RMB30.0 million credit facility with the China Minsheng Bank that will expire on November 5, 2025 to support its operations, which was jointly guaranteed by Cheche Insurance and Baodafang. Under this credit facility, the Group drew down RMB5.0 million on December 11, 2024. There are no financial covenants for the credit facility. In addition, under this credit facility, the Group drew down RMB9.9 million on January 14, 2025 and RMB2.0 million on June 12, 2025,respectiely. There are no financial covenants for the credit facility.
(iv)	On May 30, 2025, the Group entered into a loan contract of RMB5.0 million with the Industrial Bank Co., Ltd. (“Industrial Bank”) that will expire on May 29, 2026 to support its operations, which was guaranteed by Cheche Insurance. The Group is in compliance with all of the loan covenants as of June 30, 2025.
(v)	On June 26, 2025, the Group entered into a loan contract of RMB10 million with the Industrial and Commercial Bank of China that will expire on June 26, 2026 to support its operations, which was guaranteed by Baodafang and Cheche Insurance. The loans of RMB5.0 million were repaid on August 7, 2025.
(vi)	On June 20, 2024, Baodafang entered into an RMB50.0 million (updated to RMB20.0 million on December 25, 2024) credit facility with the Bank of Beijing that will expire on June 19, 2026 to support its operations, which was guaranteed by Beijing Cheche. Under this credit facility, on June 10, 2025, Baodafang entered into a supply chain financing agreement with the Bank of Beijing, whereby the Bank of Beijing would settle Baodafang’s accounts payable by providing RMB10.0 million to Baodafang’s supplier, Beijing Cheche, after Beijing Cheche factored its corresponding accounts receivable due from Baodafang to the Bank of Beijing through a non-recourse factoring agreement. The interest was prepaid and the principal will be due upon maturity on June 5, 2026. The Group’s consolidated statements of cash flows has reflected a financing cash inflow related to this affected short-term borrowings balance in “Cash received from short-term borrowings from bank”. In addition, under this credit facility, the Group drew down RMB10.0 million on June 19, 2025. There are no financial covenants for the credit facility.

 

 

CHECHE GROUP INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

(All amounts in thousands, except for share and per share data)

 

8. Short-term and long-term borrowings (Continued)

 

(vii)	On June 27, 2025, the Group entered into a loan contract of RMB10 million with the Industrial and Commercial Bank of China that will expire on June 26, 2026 to support its operations, which was guaranteed by Beijing Cheche and Cheche Insurance. The loans of RMB5.0 million were repaid on August 7, 2025.
(viii)	On June 30, 2025, the Group entered into an RMB10.0 million credit facility with the Bank of China that will expire on June 28, 2026 to support its operations, which was guaranteed by Beijing Cheche. Under this credit facility, the Group drew down RMB10.0 million on June 30, 2025. There are no financial covenants for the credit facility.
(ix)	On May 8, 2025, the Group entered into an RMB20.0 million credit facility with the Bank of China that will expire on May 7, 2027 to support its operations, which was guaranteed by the deposit pledge of USD 3.0 million. Under this credit facility, the Group drew down RMB5.0 million on June 3, 2025. There are no financial covenants for the credit facility.

 

9. Taxation

 

a) Income taxes

 

Cayman Islands

 

Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, upon payments of dividends by the Company in the Cayman Islands to its shareholders, no Cayman Islands withholding tax will be imposed.

 

Hong Kong

 Hong Kong [Member]

Subsidiary incorporated in Hong Kong is subject to Hong Kong profits tax at a rate of 16.5% for taxable income earned in Hong Kong before April 1, 2018. Starting from the financial year commencing on April 1, 2018, the two-tiered profits tax regime took effect, under which the tax rate is 8.25% for assessable profits on the first HK$2 million and 16.5% for any assessable profits in excess of HK$2 million.

 

China

 China [Member]

Under the Enterprise Income Tax Law of the PRC, the Company’s Chinese subsidiaries, VIE and subsidiaries of VIE are subject to an income tax of 25%, except for Beijing Cheche, which was entitled a preferential tax rate of 15% from 2019 to 2021 and from 2022 to 2024 for its High and New Technology Enterprise (“HNTE”) status, subject to annual evaluation and a requirement that they re-apply for HNTE status every three years.

 

Composition of Income Tax Expense

 

The Company is 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 the Company levied by the government of the Cayman Islands.

 

The components of loss before income taxes are as follows (in thousands):

 Schedule of Income Tax Expense

		2024				2025
		For the six months ended June 30,
		2024				2025
		RMB				RMB
Loss before income tax expense
Loss from Chinese mainland operations			(47,786	)			(22,718	)
Loss from non-Chinese mainland operations			(7,186	)			(3,045	)
Total Loss before income tax expense from operations			(54,972	)			(25,763	)
Income tax benefit applicable to Chinese mainland operations
Deferred tax			263				263
Subtotal income tax benefit applicable to Chinese mainland operations			263				263
Non-Chinese mainland withholding tax expense			(163	)			(68	)
Total income tax benefit from operations			100				195

 

 

CHECHE GROUP INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

(All amounts in thousands, except for share and per share data)

 

9. Taxation (Continued)

 

b) Withholding income tax

 

The enterprise income tax (“EIT”) Law also imposes a withholding income tax of 10% on dividends distributed by a foreign-invested entity (“FIE”) to its immediate holding company outside of China, if such immediate holding company is considered as a non-resident enterprise without any establishment or place within China or if the received dividends have no connection with the establishment or place of such immediate holding company within China, unless such immediate holding company’s jurisdiction of incorporation has a tax treaty with China that provides for a different withholding arrangement. The Cayman Islands, where the Company incorporated, does not have such tax treaty with China. According to the arrangement between Mainland China and Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion in August 2006, dividends paid by a FIE in China to its immediate holding company in Hong Kong will be subject to withholding tax at a rate of no more than 5% if all the requirements are satisfied.

 

To the extent that subsidiaries, VIE and subsidiaries of VIE of the Group have undistributed earnings, the Company will accrue appropriate expected withholding tax associated with repatriation of such undistributed earnings. As of December 31, 2024 and June 30, 2025, the Company did not record any such withholding tax of its subsidiaries, VIE and subsidiaries of VIE in the PRC as they are still in accumulated deficit position.

 

10. Tax payable

 

The Group’s subsidiaries, VIE and subsidiaries of VIE incorporated in China are subject to 6% VAT for services rendered.

 

The following is a summary of tax payable as of as of December 31, 2024 and June 30, 2025:

 Schedule of Tax Payable

		December 31, 2024				June 30, 2025
		RMB				RMB
VAT payables			11,355				14,821
Individual income tax payables			552				478
Construction tax payables			40				2
Educational development payables			29				2
Others			35				14
Total			12,011				15,317

 

11. Accrued expenses and other current liabilities

 

The following is a summary of accrued expenses and other current liabilities as of December 31, 2024 and June 30, 2025:

 

 Schedule of Accrued Expenses and Other Current Liabilities

		December 31, 2024				June 30, 2025
		RMB				RMB
Professional service fees			8,562				9,282
Refund liability			7,792				6,802
Payables to third-party financial institutions			5,000				2,976
Accrued expenses			1,586				541
Payables on behalf of third parties			1,055				1,208
Others			1,253				1,205
Total			25,248				22,014

 

 

CHECHE GROUP INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

(All amounts in thousands, except for share and per share data)

 

12. Segment Information

 

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. The Company concluded that the Group’s CODM is Mr. Lei Zhang, Chairman of the Board of Directors, and CEO.

 

In accordance with ASC 280-10, Segment Reporting: Overall, the CODM reviews the consolidated results of operations when making decisions about allocating resources and assessing performance of the Group as a whole; hence, the Group has only one operating segment.

 

Key revenues streams are as below:

 Schedule of Key Revenues Streams

		2024				2025
		For the six months ended
		June 30,
		2024				2025
		RMB				RMB
Insurance transaction services income			1,626,435				1,340,410
SaaS and technical service income			12,000				6,303
Others			551				1,939
Total			1,638,986				1,348,652

 

Substantially all revenues are derived in China where services are provided to customers. In addition, the Group’s long-lived assets are substantially all located in China. Therefore, no geographical segments are presented.

 

13. Cost of revenues

 

Amounts recorded as cost of revenues relate to direct expenses incurred in order to generate revenue, which consists primarily of cost of referral partners, service fee paid to third-party payment platforms, amortization and depreciation expenses, salary and welfare benefits, cloud service fees, tax and surcharges and others. These costs are charged to the unaudited interim condensed consolidated statements of operations and comprehensive loss as incurred. The following table presents the Group’s cost of revenue for the six months ended June 30, 2024 and 2025:

 Schedule of Cost of Revenues

		2024				2025
		For the six months ended
		June 30,
		2024				2025
		RMB				RMB
Cost of referral partners			1,519,027				1,232,756
Service fee paid to third-party payment platforms			49,617				46,208
Salary and welfare benefits			3,054				1,912
Amortization and depreciation			1,050				1,050
Cloud service fees			488				397
Tax and surcharges and others			1,049				546
Total			1,574,285				1,282,869

 

 

CHECHE GROUP INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

(All amounts in thousands, except for share and per share data)

 

14. Employee benefits

 

The Company’s subsidiaries, VIE and subsidiaries of VIE incorporated in China participate in a government-mandated multi-employer defined contribution plan under which certain retirement, medical, housing and other welfare benefits are provided to employees. Chinese labor regulations require the Company’s Chinese subsidiaries, VIE and subsidiaries of VIE to pay to the local labor bureau a monthly contribution at a stated contribution rate based on the monthly basic compensation of qualified employees. The relevant local labor bureau is responsible for meeting all retirement benefit obligations; hence, the Group has no further commitments beyond its monthly contribution. The following table presents the Group’s employee welfare benefits expenses for the six months ended June 30, 2024 and 2025:

 Schedule of Employee Welfare Benefits Expenses

		2024				2025
		For the six months ended
		June 30,
		2024				2025
		RMB				RMB
Contributions to medical and pension schemes			9,910				8,813
Other employee benefits			3,221				3,043
Total			13,131				11,856

 

 

CHECHE GROUP INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

(All amounts in thousands, except for share and per share data)

 

15. Share-based compensation

 

(a) Description of stock option plan

 

2019 Incentive Plan

 

In January 2020, the Company permitted the grant of options and restricted shares to relevant directors, officers, senior management, employees and non-employees of the Group (the “2019 Incentive Plan”). Option awards are granted with an exercise price determined by the Board of Directors.

 

The stock options granted under the 2019 Incentive Plan have a contractual term of 10 years and will expire the earlier of (i) three months after termination of service with the Group, or (ii) upon the tenth anniversary of the grant date.

 

The stock options granted under the 2019 Incentive Plan will be immediately vested upon grant.

 

The restricted shares granted under the 2019 Incentive Plan could either be granted with terms that (i) immediately vested upon grant; (ii) 25% vested on each anniversary or 6.25% vested on each quarter for vesting schedule of four years; or (iii) 50% vested on each anniversary for vesting schedule of two years.

 

2023 Incentive Plan

 

In September 2023, the Company permitted the grant of options, restricted shares or any other type of awards to relevant directors, employees and non-employees of the Group (the “2023 Incentive Plan”). Option awards are granted with an exercise price determined by the Board of Directors.

 

In accordance with ASC 718 Stock Compensation, the Group recorded share-based compensation expense on the grant date of the equity interests to its employees equal to the estimated fair-value of such equity interests at the measurement date. The share-based compensation expense was recorded in cost of revenues, selling and marketing expenses, general and administrative expenses and research and development expenses on the unaudited interim condensed consolidated statements of operations and comprehensive loss.

 

Stock option replacement (the “Replacement”)

 

On January 1, 2023 and July 1, 2023, a total of 86,871,800 and 20,359,900 vested options were replaced by 86,871,800 and 20,359,900 restricted shares of CCT, which were converted into restricted shares of the Company upon the completion of the Reverse Recapitalization. The restricted shares awards are subject to the original vesting schedule of the replaced share options. The Company concluded the cancellation and replacement of awards is a modification, and determined the modification is a probable-to-probable (Type I) modification. The Company has recognized the portion of incremental value of RMB26.2 million and RMB26.3 million as cost of revenues and expenses immediately for those vested options.

 

 

CHECHE GROUP INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

(All amounts in thousands, except for share and per share data)

 

15.

Share-based compensation (Continued)

 

(b) Valuation assumptions

 

The Group uses binomial option pricing model and adopted fair value per share of ordinary share to determine fair value of the share-based awards. The estimated fair value of each option or each restricted share granted is estimated on the date of grant using the binomial option-pricing model or fair value per share of ordinary share with the following assumptions:

 

Schedule of Option Pricing Model and Adopted Fair Value Per Share

		For the six months ended
		June 30,
Options		2024				2025
Fair value per share (US$)			0.73-5.56				0.68-0.76
Discount rate (after tax)			Not applicable				Not applicable
Risk-free interest rate			3.99%-4.36%				4.23%-4.24%
Expected volatility			64.67%-65.68%				59.65%-60.29%
Contractual term (in years)			10				10
Discount for lack of marketability (“DLOM”)			Not applicable				Not applicable

 

		For the six months ended
		June 30,
Restricted shares		2024		2025
Fair value per share (US$)		Not applicable		Not applicable
Discount rate (after tax)		Not applicable		Not applicable
Discount for lack of marketability (“DLOM”)		Not applicable		Not applicable

 

The expected volatility at the grant date and each option valuation date was estimated based on the annualized standard deviation of the daily return embedded in historical share prices of comparable peer companies with a time horizon close to the expected expiry of the term of the options. The weighted average volatility is the expected volatility at the grant date weighted by number of options. The Company has never declared or paid any cash dividends on its shares, and the Group does not anticipate any dividend payments in the foreseeable future. The contractual term is the contract life of the options. The Group estimated the risk-free interest rate based on the market yield of US Government Bonds with maturities of ten years as of the valuation date, plus a country default risk spread between China and US.

 

 

CHECHE GROUP INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

(All amounts in thousands, except for share and per share data)

 

15. Share-based compensation (Continued)

 

(c) Stock options activities

 

The following table presents a summary of the Company’s stock options activities for the six months ended June 30, 2024 and 2025.

 Schedule of Stock Options Activities

																		Weighted
														Weighted				average
														Average				remaining				Aggregated
														exercise				contractual				intrinsic
		Number of Options Outstanding												price				life				value
		Employees				Consultant				Total												RMB in
			(in thousands)				(in thousands)				(in thousands)				US$				(in years)				thousands
Outstanding at January 1, 2024			573				-				573				0.6675				9.73				23,775
Replacement			(22	)			-				(22	)			7.4245				-				-
Granted			599				-				599				0.1000				-				-
Forfeited			(9	)			-				(9	)			5.3707				-				-
Outstanding at June 30, 2024			1,141				-				1,141				0.1963				9.64				5,979
Exercisable as of June 30, 2024			519				-				519				0.3076				9.60				2,734
Outstanding at January 1, 2025			1,402				-				1,402				0.1785				9.32				7,990
Granted			323				-				323				0.1000				-				-
Exercised			(51	)			-				(51	)			-				-				-
Forfeited			(9	)			-				(9	)			0.1000				-				-
Outstanding at June 30, 2025			1,665				-				1,665				0.1659				9.01				8,052
Exercisable as of June 30, 2025			971				-				971				0.2130				8.92				4,672

 

The weighted average grant date fair value of options granted for the six months ended June 30, 2024 and 2025 were RMB31.7602 (US$4.3704) and RMB21.4438 (US$2.9934) per option, respectively. Nil and 51 thousand options were exercised for the six months ended June 30, 2024 and 2025.

 

 

CHECHE GROUP INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

(All amounts in thousands, except for share and per share data)

 

15. Share-based compensation (Continued)

 

(d) Restricted shares activities

 

The following table sets forth the summary of restricted share activities for the six months ended June 30, 2024 and 2025:

 

Schedule of Restricted Share Activities

						Weighted-Average
		Number of Restricted				Grant Date
		Shares Granted				Fair Value
			(in thousands)				(US$)
Unvested as of January 1, 2024			330				5.0223
Replacement			22				4.2700
Awarded			1,546				1.6495
Vested			(1,651	)			1.8351
Forfeited			(88	)			5.0458
Outstanding at June 30, 2024			159				5.2073
Unvested as of January 1, 2025			107				4.6904
Awarded			1,327				0.8655
Vested			(1,379	)			0.9951
Outstanding at June 30, 2025			55				5.0337

 

16. Net loss per share

 

For the six months ended June 30, 2024 and 2025, the Company had potential ordinary shares, including restricted shares and share options granted. As the Group incurred losses for the six months ended June 30, 2024 and 2025, these restricted shares and shares options granted were anti-dilutive and excluded from the calculation of diluted net loss per share of the Company.

 

 

CHECHE GROUP INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

(All amounts in thousands, except for share and per share data)

 

16. Net loss per share (Continued)

 

The following table sets forth the computation of basic and diluted net loss per share for the six months ended June 30, 2024 and 2025:

 

Schedule of Basic and Diluted Net Loss Per Share

			2024				2025
		For the six months ended June 30,
			2024				2025
Numerator:
Net loss			(54,872	)			(25,568	)
Net loss attributable to Cheche’s ordinary shareholders			(54,872	)			(25,568	)
Denominator:
Weighted average number of ordinary shares outstanding, basic			76,264,603				82,188,728
Weighted average number of ordinary shares outstanding, diluted*			76,264,603				82,188,728
Basic net loss per share attributable to Cheche’s ordinary shareholders			(0.72	)			(0.31	)
Diluted net loss per share attributable to Cheche’s ordinary shareholders			(0.72	)			(0.31	)

 

*

For the six months ended June 30, 2024 and 2025, the Company had potential ordinary shares, including restricted shares and share options. On a weighted average basis, 253,199 and 81,280 restricted shares, and 766,667 and 1,534,947 share options were excluded from the computation of diluted net loss per ordinary share because including them would have had an anti-dilutive effect for the six months ended June 30, 2024 and 2025, respectively.

 

17. Commitments and Contingencies

 

(a) Commitments

 

The Group leases office space under non-cancelable operating lease agreements, which expire at various dates through June 30, 2025. As of December 31, 2024 and June 30, 2025, future minimum lease of RMB1.0 million and RMB0.7 million under non-cancelable operating lease agreements were all due within one year.

 

(b) Litigation

 

As of December 31, 2024 and June 30, 2025, the Group was not involved in any legal or administrative proceedings that may have a material adverse impact on the Group’s business, financial position results of operations, or cash flows.

 

18. Related Party Balances and Transactions

 

The table below sets major related parties of the Group and their relationships with the Group:

 Schedule of Related Parties of the Group and their Relationships

Entity or individual name		Relationship with the Group
Fanhua Group		Shareholder of the Company

 

 

CHECHE GROUP INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

(All amounts in thousands, except for share and per share data)

 

18. Related Party Balances and Transactions (Continued)

 

The outstanding balance due to related parties as of December 31, 2024 and June 30, 2025 were as follows:

 Schedule of Related Party Transaction

		As of				As of
Balances with related parties		December 31, 2024				June 30, 2025
			RMB				RMB
Amounts due to related parties
Fanhua Group (i)			45,811				48,316
Amounts due to related parties			45,811				48,316

 

(i)

Corporate borrowings from Fanhua Group

 

The Group issued a convertible loan in the principal amount of RMB130.0 million to Fanhua Group with an annual interest rate of 10% (the “Convertible Loan”) on October 26, 2017. The due date of the Convertible Loan is October 26, 2020. Pursuant to the Convertible Loan agreement, the entire or any portion of the Convertible Loan can be converted into ordinary shares of the Company. On October 10, 2019, Fanhua Group converted the RMB80.0 million in the principal amount of the Convertible Loan and its accrued interests of RMB14.1 million into an aggregate of 28,684,255 ordinary shares of the Company, at a conversion price of US$0.4766 per share. On the same date, Fanhua Group gave up its conversion right for the remaining balance of the Convertible Loan in accordance with a Convertible Loan Payment Plan Agreement entered by these two parties (the “Payment Plan Agreement”). Upon the conversion, Fanhua Group held 3.4% equity interest in the Group. In October 2020, the Group entered into a supplemental agreement to the Payment Plan Agreement with Fanhua Group to extend the remaining principal balance in the Convertible Loan of RMB50.0 million and corresponding interest of RMB15.0 million as additional principal to October 26, 2022 (the “Corporate borrowings from Fanhua Group”). RMB10 million of the aggregated principal amount of RMB65 million with an annual interest rate of 10% was due on January 10, 2021 and the remaining of RMB55.0 million was due on October 26, 2022.

 

In 2021, the Group repaid the aggregated principal amount of RMB6.3 million to Fanhua Group. In October 2022, the Group entered into another supplemental agreement to the Payment Plan Agreement with Fanhua Group to extend the remaining balance of the Corporate borrowings from Fanhua Group to October 26, 2024, which caused the presentation of the borrowing reclassified from current liabilities to non-current liabilities. None of the other terms of the Corporate borrowings from Fanhua Group had changed in the supplemental agreement.

 

In 2023, the Group repaid the aggregated amount of RMB12.6 million to Fanhua Group. As of December 31, 2023, the balance of the Corporate borrowings from Fanhua Group was RMB55.3 million, and the remaining balance of the Corporate borrowings from Fanhua Group will be mature on October 26, 2024, which caused the presentation of the borrowing reclassified from non-current liabilitis to current liabilities.

 

In 2024, the Group repaid the aggregated principal of RMB10.0 million to Fanhua Group. As of December 31, 2024, the balance of the Corporate borrowings from Fanhua Group was RMB45.8 million. In August 2024, the Group entered into another supplemental agreement to the Payment Plan Agreement with Fanhua Group to extend the remaining balance of the Corporate borrowings from Fanhua Group to October 26, 2026, which caused the presentation of the borrowing reclassified from current liabilities to non-current liabilities. None of the other terms of the Corporate borrowings from Fanhua Group had changed in the supplemental agreement.

 

As of June 30, 2025, the balance of the Corporate borrowings from Fanhua Group was RMB48.3 million.

 

The Group elected fair value option to account for the Convertible Loan and the Corporate borrowings from Fanhua Group, and recognized loss/(gain) under “Changes in fair value of amounts due to related party” and “Fair value changes of amounts due to related party due to own credit risk” in the unaudited interim condensed consolidated statements of operations and comprehensive loss of RMB3.3 million and RMB2.1 million and RMB0.3 million and RMB0.5 million for the six months ended June 30, 2024 and 2025, respectively.

 

The Group engaged an independent valuation firm to assist the management in its assessment of fair value of the Corporate borrowings at each end of reporting period. The fair value measurements of the Corporate borrowings are based on significant inputs not observable in the market, and thus represent Level 3 fair value measurements. The Group utilized the following assumptions to estimate the fair value of the Corporate borrowings:

 Schedule of Estimate the Fair Value of the Corporate Borrowings

		As of				As of
		December 31, 2024				June 30, 2025
Discount rate			9.92	%			9.39	%

 

 

CHECHE GROUP INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

(All amounts in thousands, except for share and per share data)

 

18. Related Party Balances and Transactions (Continued)

 

(i) Corporate borrowings from Fanhua Group (Continued)

 

The movement of Corporate borrowings from Fanhua Group is as follows:

 Schedule of Corporate Borrowings

		Corporate Borrowings
		RMB
Balance as of January 1, 2024			55,251
Change in fair value			3,286
Change in other comprehensive income			254
Others			10
Balance as of June 30, 2024			58,801
Balance as of January 1, 2025			45,811
Change in fair value			2,052
Change in other comprehensive income			453
Balance as of June 30, 2025			48,316

 

 

19. Fair Value Measurement

 

Assets and liabilities measured at fair value on a nonrecurring basis

 

As of December 31, 2024 and June 30, 2025, the Company had no financial assets or financial liabilities that are measured at fair value on non-recurring basis. The Company measured its non-financial assets, such as its property, equipment and leasehold improvements, intangible assets, goodwill on a nonrecurring basis whenever events or changes in circumstances indicate that the carrying value may no longer be recoverable.

 

Assets and liabilities measured at fair value on a recurring basis

 

The Company measured wealth management products, the Corporate borrowings from Fanhua Group and warrant at fair value on a recurring basis. As the Company’s Corporate borrowings from Fanhua Group and warrant are not traded in an active market with readily observable prices, the Company uses significant unobservable inputs to measure the fair value of the Corporate borrowings from Fanhua Group and warrant. They are categorized in the Level 3 valuation hierarchy based on the significance of unobservable factors in the overall fair value measurement. The Company did not transfer any assets or liabilities in or out of level 3 during the six months ended June 30, 2024 and 2025.

 

The following table summarizes the Company’s financial liabilities measured and recorded at fair value on recurring basis as of December 31, 2024 and June 30, 2025:

 

Schedule of Financial Liabilities Measured and Recorded at Fair Value on Recurring Basis

		As of December 31, 2024
										Unobservable
		Active Market				Observable Input				Input
		(Level 1)				(Level 2)				(Level 3)				Total
		RMB				RMB				RMB				RMB
Assets:
Short-term investments – wealth management products			-				3,000				-				-
Liabilities:
Warrant			3,032				-				-				3,032
Corporate borrowings from Fanhua Group			-				-				45,811				45,811

 

As of June 30, 2025

Unobservable

Active Market

Observable Input

Input

(Level 1)

(Level 2)

(Level 3)

Total

RMB

RMB

RMB

RMB

Liabilities:

Warrant

1,910

-

-

1,910

Corporate borrowings from Fanhua Group

-

-

48,316

48,316

 

 

CHECHE GROUP INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

(All amounts in thousands, except for share and per share data)

 

19. Fair Value Measurement (Continued)

 

Warrant

 

The fair value of the warrants converted from Prime Impact are measured based on the listed market price of such warrant, a Level 1 measurement. Management is responsible for determining the fair value and assessing a number of factors. The valuation involves complex and subjective judgements as well as the Company’s best estimates on the valuation date. Key inputs related to the binomial option pricing model for the valuation of the fair value of warrants are: expiry date of warrant, fair market value per share as of valuation date, exercise price, risk free rate of interest, dividend yield, expected time to exercise as well as volatility.

 

Corporate borrowings from Fanhua Group

 

The Group classified the Corporate borrowings from Fanhua Group as current liability and measured at fair value. The Group classifies the valuation techniques that use fair value of the principle as Level 3 of fair value measurements. Generally, there are no quoted prices in active markets and other inputs that are directly or indirectly observable in the marketplace for the Corporate borrowings from Fanhua Group during the period at the reporting date. In order to determine the fair value, the Group must use the discounted cash flow method and earning forecast as unobservable inputs other than quoted prices in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

20. Subsequent Events

 

Apart from Note 8(v) (vii) for subsequent extension of short-term borrowings, no subsequent event which had a material impact on the Group was identified through the date of issuance of the financial statements.

 

21. Restricted Net Assets

 

Relevant PRC laws and regulations permit PRC companies to pay dividends only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Additionally, the Company’s PRC subsidiaries, VIE and subsidiaries of VIE can only distribute dividends upon approval of the shareholders after they have met the PRC requirements for appropriation to the general reserve fund and the statutory surplus fund respectively. The general reserve fund and the statutory surplus fund require that annual appropriations of 10% of net after-tax income should be set aside prior to payment of any dividends. As a result of these and other restrictions under PRC laws and regulations, the PRC subsidiaries, VIE and subsidiaries of VIE are restricted in their ability to transfer a portion of their net assets to the Company either in the form of dividends, loans, or advances, which restricted portion amounted to RMB370.5 million and RMB431.8 million as of December 31, 2024 and June 30, 2025. Furthermore, cash transfers from the Company’s PRC subsidiaries to their parent companies outside of China are subject to PRC government control of currency conversion. Shortages in the availability of foreign currency at the time of requesting such conversion may temporarily delay the ability of the PRC subsidiaries and consolidated affiliated entities to remit sufficient foreign currency to pay dividends or other payments to the Company, or otherwise satisfy their foreign currency denominated obligations. Even though the Company currently does not require any such dividends, loans, or advances from the PRC subsidiaries, VIE and subsidiaries of VIE for working capital and other funding purposes, the Company may in the future require additional cash resources from its PRC subsidiaries, VIE and subsidiaries of VIE due to changes in business conditions, to fund future acquisitions and developments, or merely declare and pay dividends to or distributions to the Company’s shareholders.