EX-99.2
Published on November 17, 2025
Exhibit 99.2
ATA CREATIVITY GLOBAL
UNAUDITED INTERIM CONSOLIDATED BALANCE SHEETS
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| December 31, |
| September 30, |
| September 30, | ||
Note | 2024 | 2025 | 2025 | |||||
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| USD | |||||
RMB | RMB | (Note 2(d)) | ||||||
ASSETS |
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Current assets: |
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Cash and cash equivalents |
| (1) |
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Accounts receivable, net |
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Prepaid expenses and other current assets |
| (4) |
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Total current assets |
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Long-term investments |
| (5) |
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| — | — | |
Property and equipment, net |
| (7) |
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Intangible assets, net |
| (8) |
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Goodwill |
| (8) |
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Other non-current assets |
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Right-of-use assets |
| (9) |
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Deferred income tax assets | — | | | |||||
Total assets |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Current liabilities: |
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Accrued expenses and other payables (including accrued expenses and other payables of the consolidated VIE without recourse to the Company of RMB |
| (11) |
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Short-term loan | — | | | |||||
Lease liabilities-current |
| (9) |
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Deferred revenues |
| (12) |
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Total current liabilities |
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Lease liabilities-non-current |
| (9) |
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Deferred income tax liabilities |
| (13) |
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| — | — | |
Other non-current assets | ||||||||
Total liabilities |
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Shareholders’ equity: |
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Common shares: |
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Par value USD |
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Issued: |
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Outstanding: |
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Treasury shares— |
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| ( |
| ( |
| ( |
Additional paid-in capital |
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Accumulated other comprehensive loss |
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| ( |
| ( | ( | |
Accumulated deficit |
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| ( |
| ( | ( | |
Total shareholders’ equity attributable to ATA Creativity Global |
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Non-controlling interests |
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| ( |
| ( | ( | |
Total shareholders’ equity |
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Commitments and contingencies |
| (19) |
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Total liabilities and shareholders’ equity |
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See accompanying notes to consolidated financial statements.
F-1
ATA CREATIVITY GLOBAL
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Nine-month Period Ended | ||||||
September 30, | September 30, | September 30, | ||||
| 2024 |
| 2025 |
| 2025 | |
RMB | RMB | USD | ||||
Net revenues |
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Cost of revenues |
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Gross profit |
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Operating expenses: |
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Research and development |
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Sales and marketing |
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General and administrative |
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Provision for loan receivable and other receivables | — | ( | ( | |||
Total operating expenses |
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Other operating income, net |
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Loss from operations |
| ( |
| ( | ( | |
Other income (expense): |
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Gain on disposal of PPE | | — | — | |||
Investments income |
| — |
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Interest income, net of interest expenses | | | | |||
Foreign currency exchange losses, net |
| ( |
| ( | ( | |
Loss before income taxes |
| ( |
| ( | ( | |
Income tax benefit |
| ( |
| ( | ( | |
Net loss |
| ( |
| ( | ( | |
Net loss attributable to non-controlling interests |
| ( |
| ( | ( | |
Net loss attributable to ACG |
| ( |
| ( | ( | |
Other comprehensive income (loss): | ||||||
Foreign currency translation adjustment, net of |
| ( |
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Comprehensive loss attributable to ACG |
| ( |
| ( |
| ( |
Basic and diluted losses per common share attributable to ACG | ( | ( | ( | |||
Basic and diluted losses per ADS attributable to ACG |
| ( |
| ( |
| ( |
See accompanying notes to consolidated financial statements.
F-2
ATA CREATIVITY GLOBAL
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
Total | ||||||||||||||||||
Common shares | Accumulated | shareholders’ | ||||||||||||||||
Number of | Additional | other | equity attributable | Total | ||||||||||||||
Outstanding | Treasury | paid-in | comprehensive | Accumulated | to ATA Creativity | Non-controlling | shareholders’ | |||||||||||
shares |
| Amount |
| Shares |
| capital |
| loss |
| deficit |
| Global |
| interests |
| equity | ||
| RMB |
| RMB |
| RMB |
| RMB |
| RMB |
| RMB |
| RMB |
| RMB | |||
Balance as of December 31, 2023 |
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| ( |
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| ( |
| ( |
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| ( |
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Net loss |
| — |
| — |
| — |
| — |
| — |
| ( |
| ( |
| ( |
| ( |
Foreign currency translation adjustment, net of |
| — |
| — |
| — |
| — |
| ( |
| — |
| ( |
| — |
| ( |
Share-based compensation |
| — |
| — |
| — |
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| — |
| — |
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| — |
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Payments of individual income tax in connection with shares directly withheld from employees |
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| — |
| ( |
| — |
| — |
| ( |
| — |
| ( |
Cash collected upon exercise of share options |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
Acquisition of non-redeemable non-controlling interests |
| — |
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| — |
| — |
| — |
| — |
| — |
| — |
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Disposal of subsidiaries |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
Settlement of vested share options and vested shares using treasury shares |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
Balance as of September 30, 2024 |
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| ( |
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| ( |
| ( |
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| ( |
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Balance as of September 30, 2024-USD | — | | ( | | ( | ( | | ( | | |||||||||
Balance as of December 31, 2024 | | | ( | | ( | ( | | ( | | |||||||||
Net loss |
| — | — | — | — | — | ( | ( | ( | ( | ||||||||
Foreign currency translation adjustment, net of |
| — | — | — | — | | — | | — | | ||||||||
Share-based compensation |
| — | — | — | | — | — | | — | | ||||||||
Issuance of common shares with net-settlement of employee individual income tax |
| | | — | ( | — | — | ( | — | ( | ||||||||
Exercise of share options |
| — | — | — | | — | — | | — | | ||||||||
Acquisition of non-redeemable non-controlling interests | — | — | — | — | — | — | — | — | — | |||||||||
Settlement of vested share options and vested shares using treasury shares | — | — | — | — | — | — | — | — | — | |||||||||
Balance as of September 30, 2025 | | | ( | | ( | ( | | ( | | |||||||||
Balance as of September 30, 2025-USD |
| | ( | | ( | ( | | ( | | |||||||||
See accompanying notes to consolidated financial statements.
F-3
ATA CREATIVITY GLOBAL
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
| Nine-month period September 30, | |||||
2024 |
| 2025 |
| 2025 | ||
| RMB |
| RMB |
| USD | |
Cash flows from operating activities: |
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Net loss |
| ( |
| ( |
| ( |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Gain from disposal of long-term investments |
| — |
| ( |
| ( |
Depreciation & amortization |
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Loss (gain) from disposal of property and equipment |
| ( |
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Share based compensation |
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Deferred income tax expense (benefit) |
| ( |
| ( |
| ( |
Foreign currency exchange loss (gain) |
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Accounts receivable |
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Prepaid expenses and other current assets |
| ( | ( | ( | ||
Other non-current assets | ( |
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Accrued expenses and other payables |
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| ( |
| ( |
Deferred revenues |
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Loss (gain) on deconsolidation of subsidiaries and others, net | |
| — |
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Net cash used in operating activities |
| ( |
| ( |
| ( |
Cash flows from investing activities: |
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Cash paid for property and equipment |
| ( |
| ( |
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Cash receipt from property and equipment disposal |
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Proceeds from disposal of affiliates and partial business |
| ( |
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Cash paid for liabilities assumed in relation to acquisition of Youru |
| ( |
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Net cash (used in) provided by investing activities |
| ( |
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Cash flows from financing activities: |
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Cash paid for employee individual income tax for net-settlement of vested shares |
| ( |
| ( |
| ( |
Cash received from short-term loan |
| — |
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Cash received for exercise of share options |
| — |
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Cash paid for repurchase of common shares |
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Net cash provided by (used in) financing activities |
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Effect of foreign exchange rate changes on cash and cash equivalents |
| ( |
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Net increase (decrease) in cash and cash equivalents |
| ( |
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Cash and cash equivalents at beginning of year |
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Cash and cash equivalents at end of year |
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Supplemental disclosures of cash flow information: |
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Cash paid for income tax |
| — |
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Cash refunded for income tax |
| ( |
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Non-cash investing and financing activities: |
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Disposal of net liabilities of subsidiaries, excluding cash |
| ( |
| — |
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Lease liability arising from obtaining Right-of-use assets |
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See accompanying notes to consolidated financial statements.
F-4
ATA CREATIVITY GLOBAL
Notes to the Consolidated Financial Statements
(1) | DESCRIPTION OF BUSINESS, ORGANIZATION AND SIGNIFICANT CONCENTRATIONS AND RISKS |
Description of Business and Organization
ATA Creativity Global (the “Company” or “ACG”, formerly known as ATA Inc.), through its subsidiaries, variable interest entity (“VIE”) and VIE’s subsidiary (collectively referred to as the “Group”), offers a range of educational services consisting primarily of portfolio training service, research-based learning service, overseas study counselling service and other educational services primarily to individual students in person or online mainly through its training centers in the People’s Republic of China.
VIE Agreements
PRC regulations prohibit direct foreign ownership of business entities that engage in internet content provision (“ICP’’) services in the PRC. The Company and its subsidiaries are foreign owned business entities under the PRC law and accordingly are restricted from providing ICP services in the PRC, including having more than 50% ownership of entities engaged in providing such services. ATA Intelligent Learning (Beijing) Technology Limited (“ATA Intelligent Learning” or “VIE”) is engaged to provide, but not limited to, ICP services, such as providing online trainings and platforms in PRC. The Company has no legal ownership interest in ATA Intelligent Learning. The legal ownership interests of ATA Intelligent Learning are
Although the Company does not have an equity investment in ATA Intelligent Learning, the Company has other variable interests in ATA Intelligent Learning through its wholly-owned subsidiary, ATA Education, including (i) ATA Education’s subordinated loans to Mr. Xiaofeng Ma, Mr. Haichang Xiong and Mr. Jun Zhang (used by them to finance their equity investment in ATA Intelligent Learning) and other subordinated loans to ATA Intelligent Learning, (ii) ATA Education’s right, under the loan agreement, to receive all the dividends declared by ATA Intelligent Learning through its nominee shareholders, (iii) ATA Education’s exclusive purchase option, under the call option and cooperation agreement, to acquire (or to have ATA Education’s designee acquire)
In accordance with Accounting Standards Codification (“ASC”) 810-10-25-38A, the Company has a controlling financial interest in ATA Intelligent Learning through its wholly-owned subsidiary, ATA Education, because the Company (i) has the power to direct activities of ATA Intelligent Learning that most significantly impact the economic performance of ATA Intelligent Learning; and (ii) the obligation to absorb the losses and the right to receive benefits of ATA Intelligent Learning that could potentially be significant to ATA Intelligent Learning. Thus, the Company is the primary beneficiary of ATA Intelligent Learning.
Accordingly, the financial statements of ATA Intelligent Learning are consolidated in the Company’s consolidated financial statements. Under the terms of the VIE Agreements, ATA Intelligent Learning’s nominee shareholders have no rights to the net assets nor have the obligations to fund the deficit, and such rights and obligations have been vested to the Company. All of the equity (net assets) and net incomes or losses of ATA Intelligent Learning are attributed to the Company.
F-5
The key terms of these VIE Agreements are as follows:
Loan agreements: ATA Education lent to ATA Intelligent Learning’s nominee shareholders, Mr. Xiaofeng Ma and Mr. Haichang Xiong, interest free loans in the amount of RMB
Exclusive technical consulting and services agreement: ATA Education has the sole and exclusive right to provide specified technical and consulting services to ATA Intelligent Learning. The Parties agree that the intellectual property rights created by ATA Education in the course of performing this agreement, including without limitation any copyrights, trademarks or logos registered or not, patents and proprietary technology, shall belong to ATA Education. The consulting fee payable by ATA Intelligent Learning to ATA Education shall be confirmed by ATA Education in writing and be calculated based on the actual time spent by ATA Education in providing services to ATA Intelligent Learning on a quarterly basis. The consulting fee shall be settled on a quarterly basis, and at the end of each year, ATA Education shall confirm the total consulting and other fees incurred for the year in writing and ATA Intelligent Learning shall settle any outstanding fees on a timely basis. This agreement was entered in on March 15, 2018 and shall continue for a period of
Call option and cooperation agreement: Pursuant to the call option and cooperation agreement entered into among ATA Education, ATA Intelligent Learning and its nominee shareholders, when permitted by applicable laws, ATA Education (or any eligible party designated by ATA Education) shall have the right to acquire, at any time, all of ATA Intelligent Learning’s assets or its share equity owned by the nominee shareholders of ATA Intelligent Learning, at a price equal to the sum of the principal amounts of the loans from ATA Education to the nominee shareholders of ATA Intelligent Learning. If ATA Education elects to purchase a portion of ATA Intelligent Learning’s share equity or assets, the exercise price for such purpose shall be adjusted accordingly based on the percentage of such share equity or assets to be purchased relative to the total share equity or assets. Without the prior written consent of ATA Education, ATA Intelligent Learning may not sell or otherwise dispose its assets or beneficial interests, create or allow any encumbrance on its assets or other beneficial interests, enter into any material contracts (except those contracts entered into in the ordinary course of business), or distribute dividends to the nominee shareholders. ATA Education is also obligated to provide financial support to ATA Intelligent Learning’s operation to which ATA Education has no recourse right if ATA Intelligent Learning cannot repay such financing due to its losses. This agreement shall be effective upon the execution date and remain effective thereafter. This agreement can only be terminated with the unanimous consent of all parties, except that ATA Education may terminate this agreement with
F-6
Equity interest pledge agreement: To secure the payment obligations of ATA Intelligent Learning, ATA Intelligent Learning’s nominee shareholders have pledged to ATA Education their entire equity ownership interests in ATA Intelligent Learning to guarantee his and ATA Intelligent Learning’s performance of obligations under, where applicable, the exclusive technical consulting and services agreement and the call option and cooperation agreement. If ATA Intelligent Learning or the nominee shareholders of ATA Intelligent Learning breach their contractual obligations under these agreements, ATA Education, as pledgee, will have the right to acquire the pledged equity interests. The nominee shareholders of ATA Intelligent Learning agree that, during the term of the equity interest pledge agreements, they will not dispose the pledged equity interests or create or allow any encumbrance on the pledged equity interests, and they also agree that ATA Education’s rights relating to the equity pledge shall not be suspended or hampered by the nominee shareholders, their successors or their designates. During the term of the equity interest pledge agreements, ATA Education has the right to receive all of the dividends and profits distributed on the pledged equity. The term of the equity interest pledge agreement shall commence on March 15, 2018 and shall expire on the earlier of (a) the date on which all outstanding secured obligations are paid in full or otherwise satisfied (as applicable); (b) ATA Education enforces the equity interest pledge agreement pursuant to the terms and conditions, to satisfy its rights under the secured obligations and pledged collateral in full, or (c) the nominee shareholders of ATA Intelligent Learning complete their transfer of the equity interest to another party (individual or legal entity) pursuant to the Call Option and Cooperation Agreement and no longer holds any equity interest in ATA Intelligent Learning. ATA Intelligent Learning has registered these equity interest pledge agreements with the competent State Administration for Market Regulation (SAMR, previously known as State Administration for Industry and Commerce, or SAIC) on April 27, 2018. The registration of the equity pledge enables ATA Education to enforce the equity pledge against third parties who acquire the equity interests of ATA Intelligent Learning in good faith. According to the equity transfer agreement entered into by Mr. Haichang Xiong and Mr. Jun Zhang, on August 12, 2020, Mr. Haichang Xiong transferred all his equity interest in ATA Intelligent Learning to Mr. Jun Zhang, as well as his obligations and rights under the equity interest pledge agreement entered into by himself. On the same day, Mr. Jun Zhang, as the new shareholder of ATA Intelligent Learning, entered into a new equity interest pledge agreement with ATA Education and ATA Intelligent Learning on the same terms as the equity pledge agreement previously entered by Mr. Haichang Xiong. The term of the equity interest pledge agreements entered by Mr. Jun Zhang shall commence on the date of August 12, 2020 and shall expire on the earlier of the Expiration Conditions. ATA Intelligent Learning has registered the equity interest pledge agreement entered by Mr. Jun Zhang with SAMR, on February 26, 2021.
Power of attorney: Pursuant to the irrevocable powers of attorney, each of the nominee shareholders of ATA Intelligent Learning, who signed the power of attorney on March 15, 2018, appointed ATA Education or any eligible person designated by ATA Education as his attorney-in-fact to exercise all voting rights and other nominee shareholders rights of ATA Intelligent Learning, including but not limited to appointing or electing on their directors and executive officers. The person designated by ATA Education is entitled to sign the transfer documents necessary for the fulfilment of the exclusive technical consulting and services agreement and the call option and cooperation agreement, and to join the liquidation group and participate in the liquidation of ATA Intelligent Learning. The term of the powers of attorney shall be consistent with the term of the equity interest pledge agreements and call option and cooperation agreement and shall be extended along with the equity interest pledge agreements and call option and cooperation agreement.
The Company relies on the VIE Agreements to operate and control ATA Intelligent Learning. However, these contractual arrangements may not be as effective as direct equity ownership in providing the Company with control over ATA Intelligent Learning. Any failure by ATA Intelligent Learning or its nominee shareholders to perform their obligations under the VIE Agreements would have a material adverse effect on the financial position and financial performance of the Company. All the VIE Agreements are governed by PRC law and provide for the resolution of disputes through arbitration in the PRC. Accordingly, these contracts would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures. The legal system in the PRC is not as developed as some other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could limit the Company’s ability to enforce these contractual arrangements. In addition, if the legal structure and the VIE Agreements were found to be in violation of any existing or future PRC laws and regulations, the Company may be subject to fines or other legal or administrative sanctions.
In the opinion of management, based on the legal opinion of Jincheng Tongda & Neal Law Firm, the Company’s PRC legal counsel, the above contractual arrangements are legally binding and enforceable and do not violate current PRC laws and regulations. However, there are uncertainties regarding the interpretation and application of existing and future PRC laws and regulations. The Company cannot assure that the PRC regulatory authorities will not ultimately take a contrary view to its opinion. If the current ownership structure of the Company and the contractual arrangements with ATA Intelligent Learning are found to be in violation of any existing or future PRC laws and regulations, the PRC government could:
F-7
If the imposition of any of these government actions, or any inability to enforce the contractual arrangements upon a breach, causes the Company to lose its ability to direct the activities of ATA Intelligent Learning or receive substantially all the economic benefits and residual returns from ATA Intelligent Learning and the Company is not able to restructure its ownership structure and operations in a satisfactory manner, the Company would no longer be able to consolidate the financial results of ATA Intelligent Learning in the Company’s consolidated financial statements. Total assets, total liabilities, equity, revenues, net income and cash flows of the Company would be significantly less than the reported amount in the consolidated financial statements of the Company. In the opinion of management, the likelihood of deconsolidation of ATA Intelligent Learning is remote based on current facts and circumstances.
The equity interests of ATA Intelligent Learning are legally held by Mr. Ma, Mr. Xiong and Mr. Zhang as nominee shareholders on behalf of ACG. Mr. Ma is chairman of the board and director of ACG, Mr. Xiong was general counsel of ACG and Mr. Zhang is president and director of ACG. Mr. Ma holds approximately
The nominee shareholder of ATA Intelligent Learning was changed from Mr. Haichang Xiong to Mr. Jun Zhang on August 12, 2020. There are no substantive changes on terms of the VIE agreements.
ATA Intelligent Learning holds
The Company’s involvement with ATA Intelligent Learning and its subsidiary, or the consolidated VIE, under the VIE Agreements affected the Company’s consolidated financial position, results of operations and cash flows as presented below.
F-8
The following assets and liabilities information of the Group’s consolidated VIE as of December 31, 2024 and September 30, 2025 and net revenues, net loss and cash flows for the nine months ended September 30, 2024 and 2025, were included in the accompanying consolidated financial statements of the Company.
| December 31, |
| September 30, | |
2024 | 2025 | |||
RMB | RMB | |||
Cash |
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Prepaid expenses and other current assets |
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Total current assets |
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Long-term investments (i) |
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Other non-current assets |
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Total assets |
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Accrued expenses and other payables |
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Amounts due to related parties (ii) |
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Total current liabilities |
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Total liabilities |
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| Nine-month period September 30, | |||
2024 | 2025 | |||
| RMB |
| RMB | |
Net revenues |
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| — |
Net loss |
| ( |
| ( |
| Nine-month period September 30, | |||
2024 | 2025 | |||
| RMB |
| RMB | |
Net cash used in operating activities |
| ( |
| ( |
Net cash used in investing activities |
| — |
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Net cash provided by financing activities (iii) |
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(i) | Long-term investments as of December 31, 2024 and September 30, 2025 include investment cost and share of losses derived from the |
(ii) | Amounts due to related parties represent the amounts due to the Company’s subsidiaries, which are eliminated on consolidation. |
(iii) | RMB |
In accordance with the VIE Agreements, the Company has the power to direct the activities of the consolidated VIE and can have assets transferred out of the consolidated VIE. Therefore, the Company considers that there are no assets in the consolidated VIE that can be used only to settle obligations of the consolidated VIE, except for the registered capital amounting RMB
F-9
Significant Concentrations and Risks
The Group is subject to the following significant concentration and risks:
Concentration of cash and cash equivalents balances held at financial institutions
Cash and cash equivalents consist of cash on hand and cash at bank. Cash at bank are deposited in financial institutions at below locations:
| December 31, |
| September 30, | |
2024 | 2025 | |||
| RMB |
| RMB | |
Financial institutions in the mainland of the PRC |
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— Denominated in Renminbi (“RMB”) |
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— Denominated in U.S. Dollar (“USD”) |
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Total cash balances held at mainland PRC financial institutions |
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Financial institutions in Hong Kong Special Administrative Region (“HKSAR”) of the PRC |
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— Denominated in Hong Kong Dollar (“HKD”) |
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— Denominated in USD |
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— Denominated in GBP | | |||
Total cash and cash equivalents balances held at HKSAR financial institutions |
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Total cash and cash equivalents balances held at financial institutions |
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The bank deposits with financial institutions in the PRC are insured by the government authority up to RMB
Geographic concentration
A substantial portion of the Company’s net revenues were generated from educational services in China. The regulatory regime for educational services industry in China continues to rapidly evolve and the relevant laws, regulations or interpretations may change in the future. Any changes that adversely affect the Company’s business in China will have a material adverse effect on the Company’s financial condition and results of operations.
(2) | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
(a)Principles of consolidation
The consolidated financial statements include the financial statements of the Company and its subsidiaries, in which ACG, directly or indirectly, has a controlling financial interest and its variable interest entity and its subsidiary, or the consolidated VIE for which the Company is the primary beneficiary. All significant intercompany balances and transactions have been eliminated upon consolidation. The results of subsidiaries acquired or disposed of are recorded in the consolidated income statements from the effective date of acquisition or up to the effective date of disposal, as appropriate.
A subsidiary is an entity in which (i) the Company directly or indirectly controls more than 50% of the voting power; or (ii) the Company 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 meetings of the board of directors or to govern the financial and operating policies of the investee pursuant to a statute or under an agreement among the shareholders or equity holders.
Non-redeemable non-controlling interests are separately presented as a component of equity in the consolidated financial statements.
(b)Basis of presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
F-10
(c)Use of estimates
The preparation of financial statements in conformity with U.S. GAAP requires management of the Group to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Such estimates include the fair value determinations of identifiable assets acquired and liabilities assumed, the fair values of share-based payments and other equity investments, the collectability of loan receivable and other receivables, the realizability of deferred income tax assets, the estimate for useful lives and residual values of long-lived assets, the recoverability of long-lived assets, goodwill and long-term investments, determination of estimated stand-alone selling prices of performance obligations, variable consideration and measurement of progress towards completion in revenue recognition. Actual results could differ from those estimates. The current economic environment has increased the degree of uncertainty inherent in those estimates and assumptions.
(d) | Foreign currency |
The accompanying consolidated financial statements have been expressed in RMB, the Company’s reporting currency.
The Company, ATA Testing Authority (Holdings) Limited (“ATA BVI”), ATA Creativity Global (Hong Kong) Limited (“ACG HK”) (formerly known as Xing Wei Institute (Hong Kong) Limited (“Xing Wei”) and ACG International Group Limited (“ACGIGL”)’s functional currency is USD. The functional currency of the Company’s PRC subsidiaries, VIE and VIE’s subsidiary is RMB.
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting foreign exchange gains and losses are included in the consolidated statements of comprehensive income (loss) in the line item “Foreign currency exchange gains (losses), net.”
Assets and liabilities of the Company, ATA BVI, ACG HK and ACGIGL are translated into RMB using the applicable exchange rate at each balance sheet date. Revenues and expenses are translated into RMB at average rates prevailing during the year. Equity accounts other than retained earnings (accumulated deficit) generated in the current period are translated into RMB using the appropriate historical rates. The resulting foreign currency translation adjustments are recognized as a separate component of accumulated other comprehensive income (loss) within equity. Since RMB is not a fully convertible currency, all foreign exchange transactions involving RMB must take place either through the People’s Bank of China (the “PBOC”) or other institutions authorized to buy and sell foreign exchange. The exchange rates adopted for the foreign exchange transactions are the rates of exchange quoted by the PBOC.
For the convenience of the readers, the 2025 Q3 RMB amounts included in the accompanying consolidated financial statements have been translated into USD at the rate of USD 1.00 = RMB
(e) | Commitments and contingencies |
In the normal course of business, the Group is subject to contingencies, such as legal proceedings and claims that cover a wide range of matters. Liabilities for such contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. If a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed.
(f)Fair value measurements
The Group utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Group determines fair value based on assumptions that market participants would use in pricing an asset or liability in an orderly transaction and principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:
| ● | Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. |
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| ● | Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. |
| ● | Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. |
The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety. In situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects management’s own judgments about the assumptions that market participants would use in pricing the asset or liability. Those judgments are developed by management based on the best information available in the circumstances.
(g)Revenue recognition
The Group’s revenue is primarily generated from portfolio training services, research-based learning services, overseas study counselling services and other educational services through its training centers in China. Revenue is recognized net of Value Added Tax (“VAT”). VAT collected from customers, net of VAT paid for purchases, is recorded as a liability in the consolidated balance sheets until paid to the tax authorities.
The Group recognizes revenues upon the satisfaction of its performance obligation (upon transfer of control of promised goods or services to customers) in an amount that reflects the consideration to which the Group expects to be entitled to in exchange for those goods or services, excluding amounts collected on behalf of third parties (for example, value added taxes).
The transaction price includes variable consideration where the Company’s performance may result in full or partial return of the service fees based on the final outcome of the performance targets. The Company estimates the transaction price at contract inception based on expected value method, which the Company believes to be better predict with the amount of consideration to which it will be entitled in the contract. In making the estimate of variable consideration, the Company applies judgments which are inherently subjective. This includes the assessment of the final outcome of the performance targets and its historical experience and performance. The amount of estimated variable consideration included in the transaction price is limited only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable condition is subsequently resolved. Management reviews these estimates on a regular basis. Any changes in these factors which affect the estimated variable consideration and revenue recognized are applied prospectively.
For each performance obligation satisfied over time, the Group recognizes revenue over time by measuring the progress toward complete satisfaction of that performance obligation. If the Group does not satisfy a performance obligation over time, the performance obligation is satisfied at a point in time.
The Group’s contracts with customers also include promises to transfer multiple services. For these contracts, the Group accounts for individual performance obligations separately if they are capable of being distinct and distinct within the context of the contract. Determining whether products and services are distinct performance obligations may require significant judgment. Judgment is also required to determine the stand-alone selling price (“SSP”) for each distinct performance obligation. In instances where SSP is not directly observable, such as when the Group does not sell the product or service separately, the Group determines the SSP using information that may include market conditions and other observable inputs. For these contracts with variable consideration, the Group determines that variable consideration is allocated according to the method as described above, because variable consideration is attributable to all of the performance obligations in a contract.
i) | Portfolio training services |
Portfolio training services primarily consist of one-on-one or small-group training at the training centers or online platform in which the teachers provide guidance to students to practice observational drawing or other forms of art work and finally compile the selected pieces to form a portfolio.
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Individual students select to enroll either in time-based program in which they can take a pre-determined number of hours of training or in a project-based program in which they are guided to complete a portfolio that usually consists of three to five art projects. Revenue is recognized over a period of time based on the number of training hours expended and total hours of training under the contract with the student since the individual student simultaneously receives and consumes the benefits of the portfolio training services as the Group performs. Under project-based programs, the number of hours of training required to complete a project is not pre-determined and varies depending on the background and requirements of individual student. The Group reassesses the total hours of training pursuant to each contract of project-based program with individual student on a quarterly basis. Any adjustments arising from the changes of estimated training hours are applied prospectively.
ii) | Research-based learning services (formerly known as the educational travel services) |
The Group provides educational travel services for individual students to bring them art-related experience by providing integration of both travel and study activities in each educational service contract according to the background of individual students. In 2020, the Group introduced new services under the “research-based learning services”, which mainly consist of domestic educational travel services, academic educational learning services, workshop experience services and transferrable credit courses. Revenue is recognized when control of the promised services is transferred to customers in an amount of consideration which the Group expects to be entitled to in exchange for those services.
iii) | Overseas study counselling services |
The Group provides overseas study counselling services to students who intend to study abroad on the following aspects, including but not limited to, customized timetable for applicants, university and program selection, developing paperwork for applications, interview simulation and enrollment documents preparation.
The Group provides integration and customization of the promised services in each overseas study counselling service contract depending on the background and requirements of the students and aims to deliver a combined output for counselling service to cover both academic and practical aspects during the entire process of application. The promised services are highly interdependent and interrelated and are accounted as one performance obligation, as the promised services in a contract are not distinct within the context of the contract. Since the students simultaneously receive and consume the benefits of these services throughout the service period as the Group performs, the Group recognizes revenue over the counselling service period on the basis of costs incurred to-date to the total estimated costs.
iv) | Other educational services |
Other educational services mainly consist of language training services, junior art education services and in-school classes The Group recognizes revenues from the other educational services proportionately when the services are delivered.
(h) | Contract cost |
Sales commissions to sales personnel and third-party agents, and incentives to existing students for referred customers are accounted for as incremental cost of obtaining sales contracts from customers and are initially recognized as an amortizable asset in other non-current assets. Contract cost assets are amortized on the basis consistent with the pattern of the transfer of services to which the assets relate and are included in “sales and marketing expenses” in the consolidated statements of comprehensive income (loss). The amortization expenses of contract cost assets were RMB
(i) | Cost of revenues |
Cost of revenues primarily consist of (1) teaching fees, payroll compensation for teaching support and administrative staff from the training centers, performance-linked bonuses paid to teachers, rental payments for training centers, as well as costs of course materials and teaching aids for portfolio training services, (2) payroll compensation, outsourcing service costs, lodging and transportation expenses, overseas expenses, and other related costs which are directly attributable to the provision of research-based learning services and overseas study counselling services, and (3) teaching fees, payroll compensation, content development costs, and other related costs, which are directly attributable to the rendering of other educational services and other services.
(j) | Research and development costs |
Research and development costs primarily consist of salaries and benefits for the Group’s research and development personnel, outsourcing services costs and other costs relating to the design, development, testing and enhancement of the technology systems
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in support for the rendering of the Group’s products and services. Research and development costs are expensed as incurred. Research and development cost incurred over software developed was primarily for internal use and treated as follows.
The Group expenses all costs that are incurred in connection with the planning and implementation phases of the development of software. Costs incurred in the development phase are capitalized and amortized over the estimated product life.
(k) | Lease |
The Group is a lessee in a number of non-cancellable operating leases, primarily for training center and office spaces.
The Group accounts for leases in accordance with ASC Topic 842, Leases (see Note 9) The Group determines if an arrangement is or contains a lease at contract inception. The Group recognizes a right-of-use (ROU) asset and a lease liability at the lease commencement date.
For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date.
Key estimates and judgments include how the Group determines (1) the discount rate it uses to discount the unpaid lease payments to present value, (2) lease term and (3) lease payments.
| ● | ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. Generally, the Group cannot determine the interest rate implicit in the lease because it does not have access to the lessor’s estimated residual value or the amount of the lessor’s deferred initial direct costs. Therefore, the Group generally uses its incremental borrowing rate as the discount rate for the lease. The Group’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Because the Group does not generally borrow on a collateralized basis, it uses the interest rate it pays on its non-collateralized borrowings as an input to deriving an appropriate incremental borrowing rate, adjusted for the amount of the lease payments, the lease term and the effect on that rate of designating specific collateral with a value equal to the unpaid lease payments for that lease. |
| ● | Lease payments included in the measurement of the lease liability are comprised of fixed payments, including in-substance fixed payments, owed over the lease term, which includes termination. |
The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. The leases entered into within the Group do not incur initial direct costs or lease incentives. For operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus unamortized initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease cost is recognized on a straight-line basis over the lease term.
Variable lease payments associated with the Group’s leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed occurs. Variable lease payments are presented as operating expense in the Group’s consolidated statements of comprehensive income (loss) in the same line item as expense arising from fixed lease payments for operating leases.
ROU assets for operating lease are periodically reduced by impairment losses. The Group uses the long-lived assets impairment guidance in ASC Subtopic 360-10, Property, Plant, and Equipment – Overall, to determine whether a ROU asset is impaired, and if so, the amount of the impairment loss to recognize.
The Group monitors for events or changes in circumstances that require reassessment of its leases. When a reassessment results in the re-measurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset unless doing so would reduce the carrying amount of the ROU asset to an amount less than zero. In that case, the amount of the adjustment that would result in a negative ROU asset balance is recorded in profit or loss.
Operating lease ROU assets are presented as operating lease right of use assets on the consolidated balance sheet. The current portion of operating lease liabilities is included in lease liabilities-current and the long-term portion is presented separately as lease liabilities-non-current on the consolidated balance sheets.
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The Group has elected not to recognize ROU assets and lease liabilities for short-term leases of training centers and offices that have a lease term of 12 months or less. The Group recognizes the lease payments associated with its short-term training centers and offices leases as an expense on a straight-line basis over the lease term.
As of December 31, 2024 and September 30, 2025, the Company did not have any finance leases.
(l) | Income taxes |
Income taxes are accounted for under the asset and liability method. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax loss carry forwards. Deferred income 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 income tax assets and liabilities of a change in tax rates or tax status is recognized in income in the period that includes the enactment date or the date of change in tax status. A valuation allowance is provided to reduce the amount of deferred income tax assets if it is considered more likely than not that some portion or all of the deferred income tax assets will not be realized.
A deferred tax liability is not recognized for the excess of the Company’s financial statement carrying amount over the tax basis of its investment in a foreign subsidiary, if there exists specific plans for reinvestment of undistributed earnings of a subsidiary which demonstrates that remittance of the earnings will be postponed indefinitely.
The Group recognizes in the consolidated financial statements the impact of a tax position, if that position is more likely than not of being sustained upon examination, based on the technical merits of the position. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Group’s accounting policy is to accrue interest and penalties related to unrecognized tax benefits, if and when required, as interest expense and a component of general and administrative expenses, respectively in the consolidated statements of comprehensive income (loss).
(m) | Share-based payment |
The Group measures the cost of employee share options and non-vested shares based on the grant date fair value of the award and recognizes that cost over the period during which an employee is required to provide services in exchange for the award, which generally is the vesting period. For the graded vesting share options and non-vested shares, the Company recognizes the compensation cost over the requisite service period for each separately vesting portion of the award as if the award is, in substance, multiple awards. When no future services are required to be performed by the employee in exchange for an award of equity instruments, and if such award does not contain a performance or market condition, the cost of the award is expensed on the grant date. Awards granted to employees with performance conditions are measured at fair value on the grant date and are recognized as compensation expenses in the period and thereafter when the performance goal becomes probable to achieve. We elect to recognize the effect of forfeitures as compensation cost when they occur. To the extent the required vesting conditions are not met which leads to the forfeiture of the share-based awards, previously recognized compensation expenses relating to such awards will be reversed.
When there is a modification of the terms and conditions of an award of equity instruments, the Group calculates the incremental compensation cost of a modification as the excess of the fair value of the modified award over the fair value of the original award immediately before its terms are modified, measured based on the share price and other pertinent factors at the modification date. For vested options, the Group recognizes incremental compensation cost in the period the modification occurred. For unvested options, the Group recognizes, over the remaining requisite service period, the sum of the incremental compensation cost and the remaining unrecognized compensation cost for the original award on the modification date. Cancellations in the vesting period are treated as an acceleration of vesting, and recognized immediately for the amount that would otherwise be recognized for services over the vesting period.
When there is a change in the grantee status from an employee to a non-employee, if grantee retains the awards on a change in status and continues to provide substantive services to the Group, the change in status results in a new measurement date for the unvested awards with compensation costs measured as if the awards were newly issued to the grantee on the date of the change in status. If grantee retains the awards on a change in status and is not required to provide substantive services to the grantor subsequent to that change in status, the change in status is, in substance, an acceleration of the vesting of the arrangement.
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(n) | Cash and cash equivalents |
Cash and cash equivalents consist of cash on hand, cash in banks and highly liquid investments with original maturity less than three months and readily convertible to known amount of cash.
(o) | Accounts receivable |
Accounts receivable are recognized at invoiced amounts, less an allowance for uncollectible accounts, if any.
In connection with the adoption of ASC 326 Financial Instruments-Credit Losses (the “ASC 326”) on January 1, 2020, the new accounting standard replaced the incurred loss impairment methodology for recognizing credit losses with a new methodology that requires recognition of lifetime expected credit losses when a financial asset is originated or purchased, even if the risk of loss is remote, which results in losses being recognized earlier. The new methodology (referred to as the current expected credit losses model, or “CECL”) applies to most financial assets measured at amortized cost, including accounts receivables, and requires consideration of a broader range of reasonable and supportable information to estimate expected credit losses.
(p) | Long-term investments |
Equity method investments
The Group applies the equity method to account for an equity interest in an investee over which the Group has significant influence but does not own a majority equity interest or otherwise control.
Under the equity method of accounting, the Group’s share of the investee’s results of operations is reported as investment income (loss) in the consolidated statements of comprehensive income (loss).
The Group recognizes an impairment loss when there is a decline in value below the carrying value of the equity method investment that is considered to be other than temporary. The process of assessing and determining whether impairment on an investment is other than temporary requires a significant amount of judgment. To determine whether an impairment is other than temporary, management considers whether it has the ability and intent to hold the investment until recovery and whether evidence indicating the carrying value of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and duration of the decline in value, any change in value subsequent to the period end, and forecasted performance of the investee.
Other equity investments
In connection with the adoption of ASC321 Investment—Equity Securities as of January 1, 2018, the Group have elected to apply the measurement alternative to measure the equity investments that do not have readily determinable fair values at cost, adjusted for changes resulting from impairments and observable price changes in orderly transactions for identical or similar securities of the same issuer. The Group considers information in periodic financial statements and other documentation provided by the investees to determine whether observable price changes have occurred.
The Group makes a qualitative assessment considering impairment indicators to evaluate whether the equity investments without a readily determinable fair value is impaired at each reporting period, and write down to its fair value if a qualitative assessment indicates that the investment is impaired and the fair value of the investment is less than its carrying value. If an equity security without a readily determinable fair value is impaired, the Group includes an impairment loss in net income equal to the difference between the fair value of the investment and its carrying amount.
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(q) | Property and equipment, net |
Property and equipment is stated at historical cost.
Depreciation is recognized over the following useful lives in straight-line method, taking into consideration the assets’ estimated salvage value:
Building |
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Computer equipment |
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Furniture, fixtures and office equipment |
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Software |
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Motor vehicles |
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Leasehold improvements |
| The shorter of lease terms and estimated useful lives |
Ordinary maintenance and repairs are charged to expenses as incurred, while replacements and betterments are capitalized. When items are retired or otherwise disposed of, income is charged or credited for the difference between net book value of the item disposed and proceeds realized thereon.
(r) | Intangible assets |
Intangible assets mainly consist of externally acquired intangible assets resulting from the acquisitions of entities and accounted for using the acquisition method of accounting, which are estimated by management based on the fair value of assets acquired at the acquisition date. Intangible assets are amortized on a straight-line basis over their respective estimated useful lives, which range from
The Group has
(s) | Impairment of long-lived assets, excluding goodwill |
Long-lived assets, including property and equipment, intangible assets, other non-current assets subject to amortization and right-of-use assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Group first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary.
(t) | Goodwill |
In connection with the adoption of ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment as of January 1, 2020, the goodwill impairment test was simplified by comparing the fair value of a reporting unit with its carrying amount and an impairment charge is measured as the amount by which the carrying amount exceeds the reporting unit’s fair value. Goodwill is not amortized, but tested annually for impairment on a qualitative or quantitative basis for the reporting unit as of December 31, or more frequently when events or circumstances indicate an impairment may exist at the reporting unit level. When performing the annual impairment test, the Company has the option of first performing a qualitative assessment to determine the existence of events and circumstances that would lead to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. In the qualitative assessment, the Company considers primary factors such as industry and market considerations, the overall financial performance of the reporting unit, and other specific information related to the operations. If such a conclusion is reached, the Company would then be required to perform a quantitative impairment assessment of goodwill. However, if the assessment leads to a determination that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, then no further assessments are required. A quantitative assessment for the determination of impairment is made by comparing the carrying amount of the reporting unit with its fair value, which is generally calculated using the discounted cash flow method.
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(u) | Employee benefit plans |
As stipulated by the regulations of the PRC, the Company’s PRC subsidiaries are required to contribute to various defined contribution plans, organized by municipal and provincial governments on behalf of their employees. The contributions to these plans are based on certain percentages of the employee’s standard salary base as determined by the local Social Security Bureau. The Group has no other obligation for the payment of employee benefits associated with these plans beyond the annual contributions described above.
Employee benefit expenses recognized under these plans for the nine-month periods September 30, 2024 and 2025 are allocated to the following expense items.
| Nine-month period September 30, | |||
2024 | 2025 | |||
| RMB |
| RMB | |
Cost of revenues |
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Research and development |
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Sales and marketing |
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General and administrative |
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Total expense due to employee benefit plans |
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(v) | Earnings (losses) per share |
Basic earnings (losses) per share is computed by dividing net income (losses), considering the accretions to redemption value of the redeemable non-controlling interests, by the weighted average number of common shares outstanding during the year using the two-class method. Under the two-class method, any net income (losses) is allocated between common shares and other participating securities based on their participating rights in undistributed earnings (losses). Net losses are not allocated to participating securities when the participating securities does not have contractual obligation to share losses. The Company’s certain non-vested shares relating to the share-based awards under the share incentive plan were considered participating securities since the holders of these securities have non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid). The non-vested shares do not have a contractual obligation to fund or otherwise absorb the Group’s losses. Accordingly, any net income is allocated on a pro rata basis to the common shares and the non-vested shares that were considered participating securities, whereas net loss is allocated to common shares only.
Diluted earnings (losses) per share is calculated by dividing net income (losses) adjusted for the effect of dilutive common equivalent shares, if any, by the weighted average number of common and dilutive common equivalent shares outstanding during the year. Common equivalent shares consist of common shares issuable upon vesting of the non-vested shares or exercise of outstanding share options (using the treasury stock method). Common equivalent shares are not included in the denominator of the diluted earnings (losses) per share computation when inclusion of such shares would be anti-dilutive.
The Group uses net loss as the control number in determining whether the potential common shares are dilutive or anti-dilutive.
(w) | Segment reporting |
The Group’s chief operating decision maker has been identified as the Chief Executive Officer who reviews financial information of operating segments based on US GAAP amounts when making decisions about allocating resources and assessing performance of the Group. The Group uses the management approach in determining operating segments. The management approach considers the internal reporting used by the chief operating decision maker for making operating decisions about the allocation of resources and the assessment of performance in determining the Group’s operating segments. The Group classified the operating segments for the periods ended September 30, 2024 and 2025 into (i) Overseas art study services (ii) Other educational services and (iii) Other services. Substantially all of the Group’s operations, customers and long-lived assets are located in the PRC. Consequently, no geographic information is presented.
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(x) | Business combination |
Business combinations are recorded using the acquisition method of accounting in accordance with ASC topic 805 (“ASC 805”): Business Combinations. The acquisition method of accounting requires an acquirer to determine the identifiable acquired assets, the liabilities assumed and any non-controlling interest in the acquiree at the acquisition date, measured at their fair values as of that date. The consideration transferred for an acquisition is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities assumed, equity instruments issued as well as the contingent considerations as of the acquisition date. The costs directly attributable to the acquisition are expensed as incurred. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total cost of the acquisition, fair value of the non-controlling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree, is recorded as goodwill. If the cost of the acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in earnings.
(y) | Recent accounting pronouncements |
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The FASB is issuing the amendments to enhance the transparency and decision usefulness of income tax disclosures. Investors currently rely on the rate reconciliation table and other disclosures, including total income taxes paid, to evaluate income tax risks and opportunities. While investors find these disclosures helpful, they suggested possible enhancements to better (1) understand an entity’s exposure to potential changes in jurisdictional tax legislation and the ensuing risks and opportunities, (2) assess income tax information that affects cash flow forecasts and capital allocation decisions, and (3) identify potential opportunities to increase future cash flows. The FASB decided that the amendments should be effective for public business entities for annual periods beginning after December 15, 2024. Early adoption is permitted. The adoption of this guidance did not have a material impact on the Company’s financial position, results of operations and cash flows.
In March 2024, the FASB issued ASU 2024-02, “Codification Improvements — Amendments to Remove References to the Concepts Statements”. This update contains amendments to the Codification that remove references to various FASB Concepts Statements. These changes remove references to various Concepts Statements and the amendments apply to all reporting entities within the scope of the affected accounting guidance. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2024. Early application of the amendments in this Update is permitted for any fiscal year or interim period for which financial statements have not yet been issued (or made available for issuance). The Company believes the future adoption of this ASU is not expected to have a material impact on its financial statements.
In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”. The amendments in this ASU are intended to improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements for interim and annual reporting periods. For interim and annual reporting periods, an entity shall disaggregate, in a tabular format disclosure in the notes to financial statements, all relevant expense captions presented on the face of the income statement in continuing operations into the purchases of inventory, employee compensation, depreciation, amortization, and depletion. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments in this Update should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this Update or (2) retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact the adoption of ASU 2024-03 will have on its consolidated financial statements and related disclosures.
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(3) | PREPAID EXPENSES AND OTHER CURRENT ASSETS |
Prepaid expenses and other current assets consist of the following:
| December 31, |
| September 30, | |
2024 | 2025 | |||
RMB | RMB | |||
VAT-input deductible | | | ||
Income tax refundable |
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Amount due from Beijing Shouyiren (i) | | | ||
Amount due from Beijing Kamo (ii) | | | ||
Amount due from Beijing Huimei (iii) | | | ||
Advances to employees |
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Prepaid marketing fee |
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Advances to suppliers |
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Other current assets |
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Total prepaid expenses and other current assets |
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(4) | LONG-TERM INVESTMENTS |
| December 31, |
| September 30, | |
2024 | 2025 | |||
RMB | RMB | |||
EEO Group |
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| — |
Total other equity investments |
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| — |
The Group accounts for its equity investments that do not have readily determinable fair value in accordance with ASC321 Investment—Equity Securities effective on January 1, 2018, and elected to measure these investments without readily determinable fair value at cost adjusted for changes resulting from impairments, if any, and observable price changes in orderly transactions for the identical or similar securities of the same issuer.
Prior to January 1, 2019, the Group acquired
Prior to January 1, 2019, the Group acquired
F-20
Long-term investment in Beijing Futou Technology Co., Ltd (“Futou Technology”) was acquired in connection with the acquisition of Huanqiuyimeng in 2019, which held
Prior to January 1, 2019, the Group acquired
In July 2020, EEO underwent an internal reorganization pursuant to which the Company exchanged its equity interest in EEO to EEO Group, a newly established holding company incorporated in Cayman Islands. The equity interests in EEO Group are substantially equivalent to the exchanged equity interests in EEO. EEO Group also entered into two rounds of financing agreements with certain new investors in July and November 2020, respectively. After the internal reorganization and new financings in 2020, ACG’s equity interest in EEO Group decreased from
On March 30, 2021, EEO Group entered into a financing agreement with a group of new investors. After EEO Group’s new financing, ACG’s equity shares decreased from
Long-term investment in Beijing Quanouyimeng Culture Communication Co., Ltd. (“Quanouyimeng”), an entity that mainly delivers foreign language training services, was acquired in connection with the acquisition of Huanqiuyimeng in 2019, which held
On June 10, 2022, the Group entered into a loan agreement with Quanouyimeng and committed to provide an interest free loan up to RMB
On July 1, 2022, Huanqiuyimeng sold
(5) | FAIR VALUE MEASUREMENT |
The other equity investments without readily determinable fair value are recorded at fair value only if an impairment or observable price adjustment is recognized in the current period. If an impairment or observable price adjustment is recognized on the equity securities during the period, the Company will classify these assets as Level 3 within the fair value hierarchy based on the nature of the fair value inputs.
To estimate the fair value of investment in Quanouyimeng as of July 1, 2022, the Group used DCF Model, which is based on the fair value of the entire invested capital of Quanouyimeng using an income approach. The significant inputs for the valuation model include, but not limited to, future cash flows, discount rate, and the comparable selection set of companies operating in similar businesses. The Group recorded a gain on disposal of equity interests in Quanouyimeng amounting to RMB
The Group’s other financial instruments consist of cash and cash equivalents, accounts receivable, advances to third parties, employees and suppliers, which are included in the prepaid expenses and other current assets, loan receivable, net, accrued expenses and other payables and short-term loans, all of which have a carrying amount that approximate fair value because of the short maturity of these instruments.
The Group did not have any non-financial assets and liabilities that are measured at fair value on a non-recurring basis as of December 31, 2023 and 2024, respectively.
F-21
(6) | PROPERTY AND EQUIPMENT, NET |
Property and equipment, net consist of the following:
| December 31, |
| September 30, | |
2024 | 2025 | |||
RMB | RMB | |||
Building (i) |
| |
| |
Computer equipment |
| |
| |
Furniture, fixtures and office equipment |
| |
| |
Motor vehicles |
| |
| |
Software |
| |
| |
Leasehold improvements |
| |
| |
| |
| | |
Less: accumulated depreciation and amortization |
| ( |
| ( |
Property and equipment, net |
| |
| |
(i) | In November 2024, Beijing Miusi Education Consultation Co., Ltd. (Beijing Miusi), a wholly-owned subsidiary of Huanqiuyimeng entered into a Commercial Loan Facility with Shanghai Pudong Development Bank Co., Ltd. Beijing Branch, which is pledged by the real estate property owned by ATA Education, see Note 10 for details. |
Total depreciation expense recognized for the periods ended September 30, 2024 and 2025 is allocated to the following expense items:
| Nine -month September 30, | |||
2024 | 2025 | |||
| RMB |
| RMB | |
Cost of revenues |
| |
| |
Research and development |
| |
| — |
Sales and marketing |
| |
| |
General and administrative |
| |
| |
Total depreciation expense |
| |
| |
(7) | GOODWILL AND INTANGIBLE ASSETS, NET |
(a) | Goodwill |
ACG acquired
In May and August 2020, the Group disposed three campuses in relation to the junior art education service to third parties. A decrease in goodwill of RMB
In July 2022, the Group disposed
In September 2022, the Group entered into an agreement with Youru. This acquisition was accounted for under the acquisition method and the company recognized a goodwill amounting to RMB
The carrying amount of goodwill by reporting unit is as follows:
| Overseas art study |
| Other Educational |
| ||
services | Services | Consolidate | ||||
RMB | RMB | RMB | ||||
Balance as of December 31, 2024 and September 30, 2025 |
| |
| |
| |
F-22
The Company performs goodwill impairment testing on an annual basis and whenever events or changes in circumstances indicate that the carrying value of a reporting unit likely exceeds its fair value. This involves estimating the fair value of the reporting units using discounted cash flow models and the key assumptions used in the valuation models include forecasted revenue growth rates, forecasted operating margins and the discount rate.
(b) | Intangible assets |
The following table summarizes the Company’s intangible assets, as of December 31, 2024 and September 30, 2025.
December 31, 2024 | ||||||||||
Weighted | ||||||||||
Gross | Accumulated | Net | average | |||||||
carrying | amortization | carrying | amortization | |||||||
amount | /deduction | Impairment | amount | period | ||||||
| RMB |
| RMB |
| RMB |
| RMB |
| Years | |
Trademark (i) |
| |
| ( |
| — |
| |
| |
Non-compete arrangements (ii) |
| |
| ( |
| — |
| |
| |
Total intangible assets |
| |
| ( |
| — |
| |
|
|
September 30, 2025 | ||||||||||
Weighted | ||||||||||
Gross | Accumulated | Net | average | |||||||
carrying | amortization | carrying | amortization | |||||||
amount | /deduction | Impairment | amount | period | ||||||
| RMB |
| RMB |
| RMB |
| RMB |
| Years | |
Trademark (i) | |
| ( |
| — |
| |
| ||
Non-compete arrangements (ii) | |
| ( |
| — |
| — |
| ||
Total intangible assets | |
| ( |
| — |
| |
|
| |
Total amortization expense recognized for the periods ended September 30, 2024 and 2025 is allocated to the following expense items:
| Nine -month September 30, | |||
2024 | 2025 | |||
| RMB |
| RMB | |
General and administrative |
| |
| |
Total amortization expense |
| |
| |
(i) | Trademark was recorded as a result of the acquisition of Huanqiuyimeng businesses. |
(ii) | Non-compete arrangements were recorded as a result of the acquisition of Huanqiuyimeng businesses. |
As of September 30, 2025, the estimated amortization expense for the next five years and thereafter are as follows:
| September 30 | |
RMB | ||
Remaining three months of 2025 |
| |
2026 |
| |
2027 |
| |
2028 |
| |
2029 | | |
2030 | | |
Thereafter | | |
Total estimated amortization expense |
| |
F-23
(8) | LEASES |
The primary leases that the Group entered into were for training centers and office spaces. Certain leases include renewal options and/or termination options, which are factored into the Group’s determination of lease payments when appropriate.
As of December 31, 2023, the Company has
Operating lease costs for the years ended December 31, 2022, 2023 and 2024 were RMB
The impact of ASC 842 on the consolidated balance sheets as of December 31, 2023 and 2024 was as follows:
| December 31, |
| September 30, | |
2024 | 2025 | |||
RMB | RMB | |||
Operating leases: |
|
|
|
|
Right-of-use assets |
| |
| |
Lease liabilities-current |
| |
| |
Lease liabilities-non-current |
| |
| |
Other information related to leases is presented below:
Nine-month period September 30, | ||||
| 2024 |
| 2025 | |
RMB | RMB | |||
Supplemental cash flow information: |
|
|
| |
Cash paid for amounts included in measurement of operating leases liabilities | |
| | |
Lease liability arising from obtaining Right-of-use assets | |
| | |
Maturities of lease liabilities under non-cancellable leases as of December 31, 2024 are as follows:
| Operating leases | |
RMB | ||
2025 | | |
2026 |
| |
2027 |
| |
2028 |
| |
2029 |
| |
Total undiscounted lease payments |
| |
Less: Imputed interest |
| ( |
Total lease liabilities |
| |
F-24
(9)SHORT-TERM LOANS
Loan Facility
In May 2022, Huanqiuyimeng entered into a
In November 2024, Beijing Miusi entered into a
(10)ACCRUED EXPENSES AND OTHER PAYABLES
Accrued expenses and other payables consist of the following:
| December 31, |
| September 30, | |
2024 | 2025 | |||
RMB | RMB | |||
Refund liability* | | | ||
Accrued payroll and welfare |
| |
| |
Accrued professional services expenses |
| |
| |
Other current liabilities |
| |
| |
Total accrued expenses and other payables |
| |
| |
Other current liabilities as of December 31, 2024 and September 30, 2025 mainly include accrued advertising and outsourcing fees, value-added tax and other taxes payable, and other operating expense payable.
*Refund liability represents the estimated amount of refund if a student decides to withdraw from the Group’s programs or services or a full or partial return of the service fees are repaid to students based on the final outcome of the performance targets and is estimated based on historical experience and performance.
(11)NET REVENUES
The components of net revenues for the periods ended September 30, 2024 and 2025, are as follows:
Nine -month September 30, | ||||
| 2024 |
| 2025 | |
RMB | RMB | |||
Portfolio training services |
| |
| |
Research-based learning services |
| |
| |
Overseas study counselling services |
| |
| |
Other educational services |
| |
| |
Net Revenues |
| |
| |
(12)INCOME TAXES
Cayman Islands and British Virgin Islands
Under the current laws of the Cayman Islands and the British Virgin Islands, the Group is not subject to any income tax in these jurisdictions.
F-25
Hong Kong
ACG HK did not derive any income that is subject to Hong Kong profits tax for the taxable years ended December 31, 2024 and nine -month September 30,2025. Accordingly,
People’s Republic of China
The Company’s consolidated PRC entities file separate income tax returns.
Under the Enterprise Income Tax Law (“EIT Law”), the statutory income tax rate is
The Company’s PRC entities are subject to income tax at
In December 2008, ATA Education received approval from the tax authority that it qualified as an HNTE. The certificate entitled ATA Education to the preferential income tax rate of
The EIT Law and its relevant regulations impose a withholding tax at
Income tax expense (benefit) recognized in the consolidated statements of comprehensive income (loss) consists of the following:
Nine -month September 30, | ||||
| 2024 |
| 2025 | |
RMB | RMB | |||
PRC |
|
|
|
|
Current income tax expense |
| — |
| — |
Deferred income tax benefit |
| ( |
| ( |
Total income tax benefit |
| ( |
| ( |
F-26
The actual income tax expense (benefit) reported in the consolidated statements of comprehensive income (loss) differs from the respective amount computed by applying the PRC statutory income tax rate of
Nine -month September 30, | ||||
| 2024 |
| 2025 | |
RMB | RMB | |||
Computed “expected” income tax benefit |
| ( |
| ( |
Increase in valuation allowance |
| |
| |
Entities not subject to income tax |
| |
| ( |
Non-deductible expenses |
| — |
| — |
Entertainment |
| |
| |
Share-based compensation |
| |
| |
Other non-deductible expenses |
| — |
| — |
Disposal of equity interests in subsidiaries |
| — |
| — |
Other |
| ( |
| ( |
Actual income tax benefit |
| ( |
| ( |
The applicable PRC statutory income tax rate is used since the Group’s taxable income is generated in the PRC.
For the years ended December 31, 2024 and for the nine -month September 30,2025, the Group had
According to the PRC Tax Administration and Collection Law, the statute of limitation is
(13)SEGMENT INFORMATION
The Group’s chief operating decision maker has been identified as the Chief Executive Officer who reviews consolidated results when making decisions about allocating resources and assessing performance of the Group. The Group uses the management approach to determine the operating segments. The management approach considers the internal organization and reporting used by the Group’s chief operating decision maker for making decisions, allocating resources and assessing the performance. There are no inter-segment revenue transactions and, therefore, revenues are only generated from external customers. The accounting policies of the segments are the same as those used by the Group.
For nine months ended September 30, 2024 and 2025, the Group classified the operating segments into (i) Overseas art study services (ii) Other educational services and (iii) Other services.
Overseas art study services and Other educational services have been identified as
F-27
Furthermore, the Group’s chief operating decision maker evaluates performance based on each reporting segment’s net revenue, operating cost and expenses, and income (loss) from operations. There are no separate segment assets and segment liabilities information provided to the Group’s Chief Executive Officer, as he does not use this information to allocate resources or evaluate the performance of the segments.
The following table presents selected financial information relating to the Group’s segments:
| Overseas art study |
| Other educational |
|
| |||
For nine months ended September 30, 2025: | services | services | Others | Consolidated | ||||
RMB | RMB | RMB | RMB | |||||
Net revenues |
| |
| |
| — |
| |
Operating cost and expenses: |
|
|
|
| ||||
Cost of revenues |
| |
| |
| |
| |
Research and development |
| |
| |
| |
| |
Selling and marketing |
| |
| |
| |
| |
Unallocated corporate expenses* |
| — |
| — |
| — |
| |
Impairment loss of intangible assets and other non-current assets | — | — | — | — | ||||
Provision for loan receivable and other receivables | — | — | ( | ( | ||||
Total operating cost and expenses |
| |
| |
| ( |
| |
Other operating income, net |
| |
| — |
| |
| |
Income (Loss) from operations |
| |
| ( |
| |
| ( |
Unallocated other income, net |
|
|
|
| | |||
Loss before income taxes |
|
|
|
| ( |
Overseas art study | Other educational | |||||||
For nine months ended September 30, 2024: |
| services |
| services |
| Others |
| Consolidated |
RMB | RMB | RMB | RMB | |||||
Net revenues |
| |
| |
| — |
| |
Operating cost and expenses: |
|
|
|
| ||||
Cost of revenues |
| |
| |
| |
| |
Research and development |
| |
| |
| |
| |
Selling and marketing |
| |
| |
| |
| |
Unallocated corporate expenses* |
| — |
| — |
| — |
| |
Impairment loss of intangible assets and other non-current assets |
| — |
| — |
| — |
| — |
Provision for loan receivable and other receivables |
| — |
| — |
| — |
| — |
Total operating cost and expenses |
| |
| |
| |
| |
Other operating income, net | | — | | | ||||
Income (Loss) from operations | | ( | ( | ( | ||||
Unallocated other income, net |
|
|
|
| | |||
Loss before income taxes |
|
|
|
|
* Unallocated corporate expenses represent the general and administrative expenses for nine months ended September 30, 2024 and 2025.
Majority of the Group’s operations, customers and long-lived assets are located in the PRC. Consequently, no geographic information is presented.
F-28
(14)SHARE-BASED COMPENSATION
2008 Share incentive plan
On January 7, 2008, the Company adopted a share incentive plan (the “2008 Plan”), pursuant to which the Company is authorized to issue options and other share-based awards to officers, employees, directors and consultants of the Group to purchase up to
Under the 2008 Plan (including the original and both versions of the Amendment and Restatement), share options are generally granted with
Under the 2008 Plan (including the original and both versions of the Amendment and Restatement), non-vested shares are generally granted with a graded vesting as to
For the graded vesting share options and non-vested shares, the Company recognizes the compensation cost over the requisite service period for each separately vesting portion of the award as if the award is, in substance, multiple awards.
In January 2017,
In August 2017,
In July 2018,
In November 2018,
In November 2018,
F-29
In December 2018,
In January and March 2019,
In 2019,
In November 2020,
In November 2020,
In February 2022,
In November 2023,
In April 2024,
F-30
In April 2024,
Other than the restricted shares issued in November 2020 and October 2022, the restricted shares were awarded with non-forfeitable dividend rights before vesting.
A summary of the share options activities for ended December 31, 2022, 2023 and 2024:
|
| Weighted |
| Weighted |
| Aggregate | ||
average | remaining | Intrinsic | ||||||
Number of | exercise | contractual | Value | |||||
shares | USD | years | USD | |||||
Outstanding as of December 31, 2024 |
| |
| |
| — |
| — |
Granted |
| |
| |
| — |
| — |
Exercised |
| ( |
| |
| — |
| — |
Forfeited |
| ( |
| |
| — |
| — |
Cancelled |
| — |
| — |
| — |
| — |
Expired |
| — |
| — |
| — |
| — |
Outstanding as of September 30, 2025 |
| |
| |
| — |
| — |
Vested and expected to vest as of December 31, 2024 |
| |
| |
|
| — | |
Exercisable as of September 30, 2025 |
| |
| |
|
| — |
The aggregate intrinsic value of options outstanding and exercisable at December 31, 2024, was determined based on the closing price of the Company’s common shares on December 31, 2024.
Information relating to options outstanding and exercisable as of December 31, 2024 is as follows:
Options outstanding as of September 30, 2025 | Options exercisable as of September 30, 2025 | |||||||||
Exercise | Remaining | Exercise | Remaining | |||||||
Number of | Price | Contractual | Number | Price | Contractual | |||||
Shares |
| per Share |
| Life |
| of Shares |
| per Share |
| Life |
USD | Years | USD | Years | |||||||
| | | | |||||||
| | | | |||||||
| |
|
| |
| |
| |||
| |
|
| |
| |
| |||
| |
| | | ||||||
| | | | |||||||
| | | ||||||||
The Company calculated the fair value of the share options on the grant date, for nine-month periods September 30, 2024 and 2025, using the Black-Scholes-Merton pricing valuation model. The assumptions used in the valuation model are summarized as follows:
Year Ended December 31 and September 30, 2025 | |||||
| December 31, 2024 |
| September 30, 2025 |
| |
Expected dividend yield |
| % | % | ||
Expected volatility |
| % | | % | |
Expected term |
|
|
| ||
Risk-free interest rate (per annum) |
| % | % | ||
The expected volatility was based on the historical volatilities of the Company. The expected term was related to the period of time the options are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the United States treasury yield curve in effect at the time of grant.
F-31
Compensation expense recognized for share options for the year ended December 31, 2022, 2023 and 2024 is allocated to the following expense items:
Year Ended December 31 and September 30, 2025 | ||||
| 2024 |
| 2025 | |
RMB | RMB | |||
Cost of revenues |
| |
| |
Research and development |
| — |
| — |
Sales and marketing |
| |
| |
General and administrative |
| |
| |
Total share-based compensation expense |
| |
| |
Non-vested shares
A summary of the non-vested shares activities for the year ended December 31, 2022, 2023 and 2024 is presented below:
|
| Weighted | ||
average | ||||
grant | ||||
Number | date fair | |||
of shares | value | |||
| USD | |||
Outstanding at December 31, 2024 |
| |
| |
Granted |
| |
| |
Vested |
| ( |
| |
Forfeited |
| — |
| |
Cancelled |
| — |
| — |
Outstanding as of September 30, 2025 |
| |
| |
Compensation expense recognized for non-vested shares for the years ended December 31, 2024 and nine-month period ended September 30, 2025 is allocated to the following expense items:
Year Ended December 31 and September 30, 2025 | ||||
| 2024 |
| 2025 | |
RMB | RMB | |||
Cost of revenues |
| |
| |
Sales and marketing |
| |
| |
General and administrative |
| |
| |
Total share-based compensation expense |
| |
| |
As of September 30, 2025, RMB
(15)COMMON SHARES
On December 18, 2019, the Company entered into a subscription agreement with CL-TCC, a company focusing on investments in culture and education industry, in connection with a private placement for the Company’s common shares. ACG completed this private placement with CL-TCC on December 24, 2019, under which it issued
In May 2020, ACG’s Board of Directors approved a share repurchase plan authorizing the Company to repurchase up to US$
F-32
(16)STATUTORY RESERVES
In accordance with the relevant laws and regulations of the PRC, the Company’s PRC consolidated entities are required to transfer
(17)RELATED PARTY TRANSACTIONS
(1) Purchase of equity interest from a Related Party
In 2023, we acquired
(2) Purchase of Office Sharing Service and System Development and Data Services from an Affiliate Company
In October 2021, Huanqiuyimeng entered into an agreement for utilizing certain office space of ApplySquare with a term from October 16, 2021 to October 15, 2022. The total amount of the agreement was RMB
In January 2022, Huanqiuyimeng entered into an agreement with Applysquare, pursuant to which ApplySquare shall develop system platforms and provide related data services to support Huanqiuyimeng’s operations and service delivery. The total amount of the agreement was RMB
(3) Purchase of video services from an Affiliate Company
In September 2022, Huanqiuyimeng entered into an agreement with ATA Learning Inc., pursuant to which ATA Learning Inc. provided professional videography and production of video services to Huanqiuyimeng. The total amount of the agreement was USD
(4) Purchase of outsourcing services from an Affiliate Company
Huanqiuyimeng recorded an expense of RMB
(18)COMMITMENTS AND CONTINGENCIES
Legal Proceedings
In March 2020, Mr. Xiaofeng Ma, our chairman and chief executive officer, received copies of the civil complaints with respect to a lawsuit filed by our two shareholders Alpha Advantage Global Limited (“Alpha”) and Dynamic Fame Limited (“Dynamic”), respectively with the Beijing Fourth Intermediate People’s Court (the “Beijing Intermediate Court”) relating to the Company’s sale of the ATA Online Business. The Company was also listed as a defendant and ATA Online was listed as an interested third party in such lawsuits. Alpha was a holder of
F-33
The plaintiffs claimed that the sale of the ATA Online Business was a related-party transaction or a self-dealing transaction, for which approval by unrelated shareholders is required and the board of the directors of the Company did not have the right to approve such transaction; the plaintiffs also claimed that the ATA Online Business was worth more than the consideration of US$
The Company filed an application for jurisdiction objection for each of the foregoing two cases, which was not supported by court order. As a result, Beijing Intermediate Court had jurisdiction over these two cases. On March 18, 2022, the Supreme People’s Court issued (2022) Supreme People’s Court Ruling No. 48 and No. 49, holding that these two cases are international commercial cases of great influence and typical significance, and should be tried by the Second International Commercial Court of the Supreme People’s Court. On June 20, 2024, the Supreme People’s Court rendered the final judgment holding that shareholder approval was not required for the sale of the ATA Online Business and the board of the directors of the Company had the right to approve such transaction, and the consideration paid by the buyer group for the sale of the ATA Online Business was not unreasonable, therefore the all of the claims raised by Alpha and Dynamic were dismissed.
In addition, Alpha and Dynamic jointly filed a lawsuit with the Ningbo City Intermediate People’s Court (the “Ningbo Intermediate Court”) against Mr. Xiaofeng Ma, certain entities controlled by management members of ATA Online which were members of the buyer group, New Beauty Holdings Limited, the Company’s director Zhilei Tong, ChineseAll Digital Publishing Group Co., Ltd. and ATA Learning in connection with the Company’s sale of the ATA Online Business, and listed the Company and ATA Online as interested third parties. The plaintiffs are requesting that the Ningbo Intermediate Court rule that (i) all related party transactions between the defendants and the Company relating to the sale of ATA Online Business are invalid; (ii) Mr. Xiaofeng Ma, the entities controlled by the management members of ATA Online and ChineseAll Digital Publishing Group Co., Ltd. shall return the equity interest of ATA Online and ATA Learning they acquired to ATA Learning and ATA BVI, a wholly owned subsidiary of the Company, as the case may be; and (iii) all defendants and the Company shall jointly bear the attorney’s fees of the plaintiffs for RMB
The case was transferred by the Ningbo Intermediate Court to Beijing Intermediate Court for further proceeding. On January 18, 2023, the Beijing Intermediate Court issued an order of nonsuit which dismissed the case. On February 17, 2023, the plaintiffs appealed such order to Beijing High People’s Court and Beijing High People’s Court later accepted such appeal. On July 30, 2024, the Beijing Intermediate Court accepted this case. On August 15, 2024, Alpha and Dynamic filed a withdrawal application and the Beijing Intermediate Court approved such withdrawal application on August 27, 2024.
In accordance with ASC Topic 450,
Investment commitments
In August 2021, Huanqiuyimeng entered into an agreement with two third parties to invest in a new company, pursuant to which Huanqiuyimeng will invest RMB
F-34
(19)EARNINGS (LOSSES) PER COMMON SHARE
Basic and diluted losses per common share are calculated as follows:
Nine-month Period Ended September,30 | ||||
| 2024 |
| 2025 | |
RMB | RMB | |||
Numerator: |
|
|
|
|
Net loss attributable to ATA Creativity Global |
|
| ( | |
Net loss available to common shareholders |
| ( |
| ( |
Denominator: |
|
| ||
Denominator for basic loss per share: |
|
| ||
Weighted average common shares outstanding |
| |
| |
Denominator for diluted loss per share |
| |
| |
Basic loss per common share attributable to ATA Creativity Global |
| ( |
| ( |
Diluted loss per common share attributable to ATA Creativity Global |
| ( |
| ( |
The following table summarizes potential common shares outstanding excluded from the calculation of diluted losses per share for the year ended December 31, 2024 and September 30, 2025, because their effect is anti-dilutive:
Nine-month Period Ended September,30 | ||||
| 2024 |
| 2025 | |
Shares issuable under restricted shares and share options |
| |
| |
F-35