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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/12/24 Aurora Mobile Ltd. 20-F 12/31/23 125:16M Toppan Merrill/FA |
Document/Exhibit Description Pages Size
1: 20-F Annual or Annual-Transition Report by a Foreign HTML 4.31M
Non-Canadian Issuer
2: EX-2.5 Plan of Acquisition, Reorganization, Arrangement, HTML 187K
Liquidation or Succession
3: EX-4.15 Instrument Defining the Rights of Security Holders HTML 44K
4: EX-8.1 Opinion of Counsel re: Tax Matters HTML 36K
7: EX-13.1 Annual or Quarterly Report to Security Holders HTML 36K
8: EX-13.2 Annual or Quarterly Report to Security Holders HTML 36K
11: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 52K
Awarded Compensation
5: EX-12.1 Statement re: the Computation of Ratios HTML 40K
6: EX-12.2 Statement re: the Computation of Ratios HTML 40K
9: EX-15.1 Letter re: Unaudited Interim Financial Info HTML 35K
10: EX-15.2 Letter re: Unaudited Interim Financial Info HTML 35K
17: R1 Cover Page HTML 117K
18: R2 Consolidated Balance Sheets HTML 196K
19: R3 Consolidated Balance Sheets (Parenthetical) HTML 79K
20: R4 Consolidated Statements of Comprehensive Loss HTML 180K
21: R5 Consolidated Statements of Comprehensive Loss HTML 39K
(Parenthetical)
22: R6 Consolidated Statements of Shareholders' Equity HTML 112K
23: R7 Consolidated Statements of Cash Flows HTML 198K
24: R8 Organization and principal activities HTML 134K
25: R9 Summary of Significant Accounting Policies HTML 134K
26: R10 Accounts receivable, net HTML 62K
27: R11 Prepayments and other current assets HTML 64K
28: R12 Property and equipment, net HTML 53K
29: R13 Lease HTML 60K
30: R14 Goodwill and Intangible assets HTML 61K
31: R15 Long-term investments HTML 40K
32: R16 Business combination HTML 56K
33: R17 Short-term loan HTML 45K
34: R18 Deferred revenue and customer deposits HTML 49K
35: R19 Accrued liabilities and other current liabilities HTML 60K
36: R20 Share-based compensation HTML 164K
37: R21 Income taxes HTML 149K
38: R22 Commitments and contingencies HTML 38K
39: R23 Share capital HTML 86K
40: R24 Redeemable noncontrolling interests HTML 54K
41: R25 Related party transactions HTML 74K
42: R26 Revenues HTML 59K
43: R27 Other income (Expenses) HTML 59K
44: R28 Fair value measurements HTML 109K
45: R29 Restricted net assets HTML 39K
46: R30 Condensed financial information of the parent HTML 173K
company
47: R31 Summary of Significant Accounting Policies HTML 215K
(Policies)
48: R32 Organization and principal activities (Tables) HTML 121K
49: R33 Summary of Significant Accounting Policies HTML 56K
(Tables)
50: R34 Accounts receivable, net (Tables) HTML 63K
51: R35 Prepayments and other current assets (Tables) HTML 64K
52: R36 Property and Equipment, Net (Tables) HTML 51K
53: R37 Lease (Tables) HTML 59K
54: R38 Goodwill and Intangible assets (Tables) HTML 61K
55: R39 Business combination (Tables) HTML 52K
56: R40 Short-term loan (Tables) HTML 45K
57: R41 Deferred revenue and customer deposits (Tables) HTML 48K
58: R42 Accrued liabilities and other current liabilities HTML 59K
(Tables)
59: R43 Share-based compensation (Tables) HTML 157K
60: R44 Income taxes (Tables) HTML 144K
61: R45 Share capital (Tables) HTML 78K
62: R46 Redeemable noncontrolling interests (Tables) HTML 51K
63: R47 Related party transactions (Tables) HTML 73K
64: R48 Revenues (Tables) HTML 55K
65: R49 Other income (Expenses) (Tables) HTML 58K
66: R50 Fair value measurements (Tables) HTML 105K
67: R51 Condensed financial information of the parent HTML 172K
company (Tables)
68: R52 Organization and principal activities - Summary of HTML 164K
results of operations and cash flows of VIE and
subsidiaries (Details)
69: R53 Organization and principal activities - Summary of HTML 72K
results of operations and cash flows of VIE and
subsidiaries (Details)
70: R54 Organization and principal activities - Additional HTML 55K
information (Details)
71: R55 Summary of Significant Accounting Policies - HTML 150K
Additional Information (Details)
72: R56 Summary of Significant Accounting Policies - HTML 47K
Schedule of estimated useful lives of property and
equipment (Details)
73: R57 Summary of Significant Accounting Policies - HTML 45K
Schedule of Finite Lived Intangible Assets
Estimated Economic Lives (Details)
74: R58 Summary of Significant Accounting Policies - HTML 37K
Summary of Contract Liabilities (Details)
75: R59 Accounts receivable, net - Schedule of accounts HTML 42K
receivable (Details)
76: R60 Accounts receivable, net - Schedule of movement in HTML 44K
allowance for credit losses (Details)
77: R61 Prepayments and other current assets - Schedule of HTML 53K
prepayment and other current assets (Details)
78: R62 Prepayments and other current assets - Schedule of HTML 42K
prepayment and other current assets
(Parenthetical) (Details)
79: R63 Property and equipment, net - Schedule of property HTML 52K
and equipment (Details)
80: R64 Property and equipment, net - Additional HTML 39K
information (Details)
81: R65 Lease - Schedule Of information related to HTML 39K
operating leases (Details)
82: R66 Lease - Schedule of future lease payments under HTML 44K
operating leases (Details)
83: R67 Lease - Additional information (Details) HTML 48K
84: R68 Goodwill and Intangible assets - Schedule of HTML 48K
Intangible Assets (Details)
85: R69 Goodwill and Intangible assets - Schedule of HTML 46K
Estimated Amortization Expense Related to the
Existing Intangible Assets (Details)
86: R70 Goodwill and Intangible assets - Additional HTML 55K
Information (Details)
87: R71 Long-term investments (Details) HTML 79K
88: R72 Business combination (Details) HTML 65K
89: R73 Business combination - Additional Information HTML 43K
(Details)
90: R74 Short-term loan (Details) HTML 37K
91: R75 Short-term loan - Additional Information (Details) HTML 46K
92: R76 Deferred revenue and customer deposits (Details) HTML 43K
93: R77 Deferred revenue and customer deposits - Roll HTML 36K
Forward of Customer Deposits (Details)
94: R78 Accrued liabilities and other current liabilities HTML 47K
(Details)
95: R79 Accrued liabilities and other current liabilities HTML 39K
- Additional Information (Details)
96: R80 Share-based compensation - Additional Information HTML 96K
(Details)
97: R81 Share-based compensation - Summary of Share Option HTML 92K
Activity (Details)
98: R82 Share-based compensation - Schedule of Assumptions HTML 64K
Used to Estimate Fair Values of Share Options
Granted (Details)
99: R83 Share-based compensation - Summary of Restricted HTML 80K
Share Units (Details)
100: R84 Share-based compensation - Summary of Total HTML 47K
Compensation Costs Recognized (Details)
101: R85 Income taxes - Additional Information (Details) HTML 59K
102: R86 Income taxes - Summary of Profit / (Loss) Before HTML 50K
Income Taxes (Details)
103: R87 Income taxes - Summary of Composition of Income HTML 45K
Tax Expense (Details)
104: R88 Income taxes - Summary of Reconciliation Between HTML 65K
Expenses of Income Taxes (Details)
105: R89 Income taxes - Summary of Deferred Tax Assets and HTML 74K
Liabilities (Details)
106: R90 Share capital - Additional Information (Details) HTML 62K
107: R91 Share capital - Basic and Diluted Loss Per Share HTML 80K
(Details)
108: R92 Redeemable noncontrolling interests - Summary of HTML 46K
Redeemable noncontrolling Interests Balance
(Detail)
109: R93 Redeemable noncontrolling interests - Additional HTML 43K
Information (Details)
110: R94 Related party transactions - Schedule of Amount HTML 40K
Due From Related Party (Details)
111: R95 Related party transactions - Schedule of HTML 40K
Transactions With Related Parties (Details)
112: R96 Revenues - Schedule of revenues (Details) HTML 48K
113: R97 Revenues - Additional Information (Details) HTML 46K
114: R98 Other income (expenses) - Schedule of Other HTML 50K
Nonoperating Income by Component (Detail)
115: R99 Fair Value Measurements - Summary of Assets And HTML 50K
Liabilities Measured Or Disclosed At Fair Value
(Details)
116: R100 Restricted net assets - Additional Information HTML 42K
(Details)
117: R101 Condensed financial information of the parent HTML 163K
company - Condensed Balance Sheets (Details)
118: R102 Condensed financial information of the parent HTML 57K
company - Condensed Balance Sheets (Parenthetical)
(Details)
119: R103 Condensed financial information of the parent HTML 132K
company - Condensed Statements of Comprehensive
Loss (Details)
120: R104 Condensed financial information of the parent HTML 58K
company - Condensed Statements of Cash Flows
(Details)
122: XML IDEA XML File -- Filing Summary XML 230K
125: XML XBRL Instance -- jg-20231231x20f_htm XML 3.53M
121: EXCEL IDEA Workbook of Financial Report Info XLSX 232K
14: EX-101.CAL XBRL Calculations -- jg-20231231_cal XML 248K
15: EX-101.DEF XBRL Definitions -- jg-20231231_def XML 1.04M
16: EX-101.LAB XBRL Labels -- jg-20231231_lab XML 1.67M
12: EX-101.PRE XBRL Presentations -- jg-20231231_pre XML 1.50M
13: EX-101.SCH XBRL Schema -- jg-20231231 XSD 249K
123: JSON XBRL Instance as JSON Data -- MetaLinks 643± 1.01M
124: ZIP XBRL Zipped Folder -- 0001104659-24-046491-xbrl Zip 962K
Exhibit 97.1
AURORA MOBILE LIMITED
CLAWBACK POLICY
The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Aurora Mobile Limited (the “Company”) believes that it is appropriate for the Company to adopt this Clawback Policy (the “Policy”) to be applied to the Executive Officers of the Company and adopts this Policy to be effective as of the Effective Date.
1. | Definitions |
For purposes of this Policy, the following definitions shall apply:
a) | “Company Group” means the Company and each of its subsidiaries or consolidated affiliated entities, as applicable. |
b) | “Covered Compensation” means any Incentive-Based Compensation granted, vested or paid to a person who served as an Executive Officer at any time during the performance period for the Incentive-Based Compensation and that was Received (i) on or after October 2, 2023 (the effective date of the Nasdaq listing standards), (ii) after the person became an Executive Officer, and (iii) at a time that the Company had a class of securities listed on a national securities exchange or a national securities association such as Nasdaq. |
c) | “Effective Date” means December 1, 2023. |
d) | “Erroneously Awarded Compensation” means the amount of Covered Compensation granted, vested or paid to a person during the fiscal period when the applicable Financial Reporting Measure relating to such Covered Compensation was attained that exceeds the amount of Covered Compensation that otherwise would have been granted, vested or paid to the person had such amount been determined based on the applicable Restatement, computed without regard to any taxes paid (i.e., on a pre-tax basis). For Covered Compensation based on stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in a Restatement, the Committee will determine the amount of such Covered Compensation that constitutes Erroneously Awarded Compensation, if any, based on a reasonable estimate of the effect of the Restatement on the stock price or total shareholder return upon which the Covered Compensation was granted, vested or paid and the Committee shall maintain documentation of such determination and provide such documentation to Nasdaq. |
e) | “Exchange Act” means the U.S. Securities Exchange Act of 1934. |
f) | “Executive Officer” means the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person (whether or not an officer or employee of the Company) who performs similar policy-making functions for the Company. “Policy-making function” does not include policy-making functions that are not significant. Both current and former Executive Officers are subject to the Policy in accordance with its terms. |
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g) | “Financial Reporting Measure” means (i) any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures derived wholly or in part from such measures and may consist of IFRS/U.S. GAAP or non-IFRS/non-U.S. GAAP financial measures (as defined under Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Exchange Act), (ii) stock price or (iii) total shareholder return. Financial Reporting Measures need not be presented within the Company’s financial statements or included in a filing with the SEC. |
h) | “Home Country” means the Company’s jurisdiction of incorporation, i.e., the Cayman Islands. |
i) | “Incentive-Based Compensation” means any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure. |
j) | “Lookback Period” means the three completed fiscal years (plus any transition period of less than nine months that is within or immediately following the three completed fiscal years and that results from a change in the Company’s fiscal year) immediately preceding the date on which the Company is required to prepare a Restatement for a given reporting period, with such date being the earlier of: (i) the date the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement, or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare a Restatement. Recovery of any Erroneously Awarded Compensation under the Policy is not dependent on whether or when the Restatement is actually filed. |
k) | “Nasdaq” means the Nasdaq Stock Market. |
l) | “Received”: Incentive-Based Compensation is deemed “Received” in the Company’s fiscal period during which the Financial Reporting Measure specified in or otherwise relating to the Incentive-Based Compensation award is attained, even if the grant, vesting or payment of the Incentive-Based Compensation occurs after the end of that period. |
m) | “Restatement” means a required accounting restatement of any Company financial statement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including (i) to correct an error in previously issued financial statements that is material to the previously issued financial statements (commonly referred to as a “Big R” restatement) or (ii) to correct an error in previously issued financial statements that is not material to the previously issued financial statements but that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (commonly referred to as a “little r” restatement). Changes to the Company’s financial statements that do not represent error corrections under the then-current relevant accounting standards will not constitute Restatements. Recovery of any Erroneously Awarded Compensation under the Policy is not dependent on fraud or misconduct by any person in connection with the Restatement. |
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n) | “SEC” means the U.S. Securities and Exchange Commission. |
2. | Recovery of Erroneously Awarded Compensation |
In the event of a Restatement, any Erroneously Awarded Compensation Received during the Lookback Period prior to the Restatement (a) that is then-outstanding but has not yet been paid shall be automatically and immediately forfeited and (b) that has been paid to any person shall be subject to reasonably prompt repayment to the Company Group in accordance with Section 3 of this Policy. The Committee must pursue (and shall not have the discretion to waive) the forfeiture and/or repayment of such Erroneously Awarded Compensation in accordance with Section 3 of this Policy, except as provided below.
Notwithstanding the foregoing, the Committee (or, if the Committee is not a committee of the Board responsible for the Company’s executive compensation decisions and composed entirely of independent directors, a majority of the independent directors serving on the Board) may determine not to pursue the forfeiture and/or recovery of Erroneously Awarded Compensation from any person if the Committee determines that such forfeiture and/or recovery would be impracticable due to any of the following circumstances: (i) the direct expense paid to a third party (for example, reasonable legal expenses and consulting fees) to assist in enforcing the Policy would exceed the amount to be recovered, including the costs that could be incurred if pursuing such recovery would violate local laws other than the Company’s Home Country laws (following reasonable attempts by the Company Group to recover such Erroneously Awarded Compensation, the documentation of such attempts, and the provision of such documentation to Nasdaq), (ii) pursuing such recovery would violate the Company’s Home Country laws adopted prior to November 28, 2022 (provided that the Company obtains an opinion of Home Country counsel acceptable to Nasdaq that recovery would result in such a violation and provides such opinion to Nasdaq), or (iii) recovery would likely cause any otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company Group, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
3. | Means of Repayment |
In the event that the Committee determines that any person shall repay any Erroneously Awarded Compensation, the Committee shall provide written notice to such person by email or certified mail to the physical address on file with the Company Group for such person, and the person shall satisfy such repayment in a manner and on such terms as required by the Committee, and the Company Group shall be entitled to set off the repayment amount against any amount owed to the person by the Company Group, to require the forfeiture of any award granted by the Company Group to the person, or to take any and all necessary actions to reasonably promptly recover the repayment amount from the person, in each case, to the fullest extent permitted under applicable law, including without limitation, Section 409A of the U.S. Internal Revenue Code and the regulations and guidance thereunder. If the Committee does not specify a repayment timing in the written notice described above, the applicable person shall be required to repay the Erroneously Awarded Compensation to the Company Group by wire, cash, cashier’s check or other means as agreed by the Committee no later than thirty (30) days after receipt of such notice.
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4. | No Indemnification |
No person shall be indemnified, insured or reimbursed by the Company Group in respect of any loss of compensation by such person in accordance with this Policy, nor shall any person receive any advancement of expenses for disputes related to any loss of compensation by such person in accordance with this Policy, and no person shall be paid or reimbursed by the Company Group for any premiums paid by such person for any third-party insurance policy covering potential recovery obligations under this Policy. For this purpose, “indemnification” includes any modification to current compensation arrangements or other means that would amount to de facto indemnification (for example, providing the person a new cash award which would be cancelled to effect the recovery of any Erroneously Awarded Compensation). In no event shall the Company Group be required to award any person an additional payment if any Restatement would result in a higher incentive compensation payment.
5. | Miscellaneous |
This Policy generally will be administered and interpreted by the Committee, provided that the Board may, from time to time, exercise discretion to administer and interpret this Policy, in which case, all references herein to “Committee” shall be deemed to refer to the Board. Any determination by the Committee with respect to this Policy shall be final, conclusive and binding on all interested parties. Any discretionary determinations of the Committee under this Policy, if any, need not be uniform with respect to all persons, and may be made selectively amongst persons, whether or not such persons are similarly situated.
This Policy is intended to satisfy the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as it may be amended from time to time, and any related rules or regulations promulgated by the SEC or the Nasdaq, including any additional or new requirements that become effective after the Effective Date which upon effectiveness shall be deemed to automatically amend this Policy to the extent necessary to comply with such additional or new requirements.
The provisions in this Policy are intended to be applied to the fullest extent of the law. To the extent that any provision of this Policy is found to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to applicable law. The invalidity or unenforceability of any provision of this Policy shall not affect the validity or enforceability of any other provision of this Policy. Recovery of Erroneously Awarded Compensation under this Policy is not dependent upon the Company Group satisfying any conditions in this Policy, including any requirements to provide applicable documentation to the Nasdaq.
The rights of the Company Group under this Policy to seek forfeiture or reimbursement are in addition to, and not in lieu of, any rights of recovery, or remedies or rights other than recovery, that may be available to the Company Group pursuant to the terms of any law, government regulation or stock exchange listing requirement or any other policy, code of conduct, employee handbook, employment agreement, equity award agreement, or other plan or agreement of the Company Group.
6. | Amendment and Termination |
To the extent permitted by, and in a manner consistent with applicable law, including SEC and Nasdaq rules, the Committee may terminate, suspend or amend this Policy at any time in its discretion.
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7. | Successors |
This Policy shall be binding and enforceable against all persons and their respective beneficiaries, heirs, executors, administrators or other legal representatives with respect to any Covered Compensation granted, vested or paid to or administered by such persons or entities.
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| This ‘20-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/12/24 | None on these Dates | ||
| For Period end: | 12/31/23 | |||
| 12/1/23 | ||||
| 10/2/23 | ||||
| 11/28/22 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/14/23 Aurora Mobile Ltd. S-8 9/14/23 5:181K Donnelley … Solutions/FA 9/22/22 Aurora Mobile Ltd. F-3/A 9:1.1M Donnelley … Solutions/FA 1/18/22 Aurora Mobile Ltd. S-8 1/18/22 4:175K Donnelley … Solutions/FA 11/10/21 Aurora Mobile Ltd. 6-K 6/30/21 67:5.2M Donnelley … Solutions/FA 4/12/21 Aurora Mobile Ltd. 20-F 12/31/20 122:14M Donnelley … Solutions/FA 12/17/18 Aurora Mobile Ltd. S-8 12/17/18 4:367K Donnelley … Solutions/FA 7/13/18 Aurora Mobile Ltd. F-1/A 6:5.2M Donnelley … Solutions/FA 6/29/18 Aurora Mobile Ltd. F-1 27:7.9M Donnelley … Solutions/FA |