What the changes say
- ZW Data Action Technologies faces heightened market volatility from Middle East and Ukraine conflicts threatening common stock prices.
- The company received a Nasdaq deficiency notice for failing the $1.00 minimum bid price requirement.
- Several risk factors regarding doing business in China were removed.
What changed since the prior 10-K
New
- NewRisks Relating to Regulation of Our Business and to Our Structure
Prepayment for acquisition
Prepayments for acquisitions carry financial risks for the company.
- NewRisks Relating to Regulation of Our Business and to Our Structure
Operating lease liabilities
Operating lease liabilities create financial obligations for the company.
- NewRisks Relating to Regulation of Our Business and to Our Structure
Operating lease liabilities-Non current
Non-current operating lease liabilities impact our long-term financial position.
- NewRisks Related to our Securities
Geopolitical conflicts involving Iran, military actions in the Middle East, and the war in Ukraine may adversely affect global economic conditions and cause significant volatility in the trading price of our common stock
Geopolitical conflicts in the Middle East and Ukraine, along with maritime route closures, may cause economic instability and common stock price volatility.
Dropped
- DroppedRisks Relating to Regulation of Our Business and to Our Structure
Cash and cash equivalents
- DroppedRisks Relating to Regulation of Our Business and to Our Structure
Net cash (used in)/provided by financing activities
- DroppedRisks Relating to Regulation of Our Business and to Our Structure
We derive a substantial portion of our sales from China
- DroppedRisks Relating to Regulation of Our Business and to Our Structure
The Public Company Accounting Oversight Board (the “PCAOB”) had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections over our auditor has deprived our investors with the benefits of such inspections
- DroppedRisks Relating to Regulation of Our Business and to Our Structure
Future inflation in China may inhibit our activity to conduct business in China
- DroppedRisks Relating to Regulation of Our Business and to Our Structure
We may have difficulty establishing adequate management, legal and financial controls in the PRC
Reworded
- 99% rewrittenRisks Relating to Regulation of Our Business and to Our Structure
Prepayment and deposit to suppliers
Updated financial figures for asset and liability schedules for prepayment and deposit to suppliers.
- 98% rewrittenRisks Relating to Regulation of Our Business and to Our Structure
Long-term borrowing from a related party
Updated financial figures and dates for long-term borrowing from a related party.
- 85% rewrittenRisks Relating to Regulation of Our Business and to Our Structure
Cash and cash equivalents, at beginning of the year
Updated cash flow statement figures and dates for beginning cash and cash equivalents.
- 84% rewrittenRisks Relating to Regulation of Our Business and to Our Structure
Net income attributable to noncontrolling interests
Updated financial statement figures and net loss attributable to the company for the fiscal year.
- 79% rewrittenRisks Related to our Securities
Our Common Stock is traded on the Nasdaq Stock Market LLC (“Nasdaq”), a national securities exchange
Updated to report a new March 26, 2026 Nasdaq notice for failing the $1.00 minimum bid price requirement.
- 62% rewrittenRisks Relating to Regulation of Our Business and to Our Structure
Any limitation on the ability of our PRC subsidiaries and VIEs to make payments to us, or the tax implications of making payments to us, could have a material adverse effect on our ability to conduct our business or our financial condition
Retained the risk regarding restrictions on PRC subsidiaries and VIEs making dividend payments.
- 54% rewrittenRisks Relating to Regulation of Our Business and to Our Structure
Condensed Consolidating Schedules
Updated condensed consolidating schedule dates to December 31, 2025 and 2024.
- 49% rewrittenRisks Related to our Securities
There may not be sufficient liquidity in the market for our securities in order for investors to sell their securities
Updated stock price and shareholder figures, noting a March 30, 2026 closing price of $0.68 per share and 616 shareholders.
- 44% rewrittenRisks Relating to Regulation of Our Business and to Our Structure
It may be difficult for overseas regulators to conduct investigation or collect evidence within China
- 29% rewrittenRisks Relating to Regulation of Our Business and to Our Structure
Under the EIT Law, we may be classified as a “ resident enterprise ” of China. Such classification will likely result in unfavorable tax consequences to us and holders of our securities
- 27% rewrittenRisks Related to Our Business
Privacy and data security concerns, laws, or other regulations could expose us to liability or impair our operations
- 25% rewrittenRisks Relating to Regulation of Our Business and to Our Structure
Currency fluctuations and restrictions on currency exchange may adversely affect our business, including limiting our ability to convert Chinese Renminbi into foreign currencies and, if Chinese Renminbi were to decline in value, reducing our revenue in U.S. dollar terms
- 24% rewrittenRisks Relating to Regulation of Our Business and to Our Structure
Lease payment liabilities related to short-term leases
All 53 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business
- 01We are susceptible to general economic conditions, natural catastrophic events and public health crises, and a potential downturn in advertising and marketing spending by advertisers could adversely affect our operating results in the near future
- 02We may be subject to, and may expend significant resources in defending against, government actions and civil suits based on the content and services we provide through our Internet advertising and data service platforms
- 03We operate in the advertising and data service industry, which is particularly sensitive to changes in economic conditions and advertising trends
- 04a decline in advertising and marketing spending in general
- 05We face significant competition, and if we do not compete successfully against new and existing competitors, we may lose our market share, and our profitability may be adversely affected
- 06Key employees are essential to growing our business
- 07We may need additional capital and we may not be able to obtain it at acceptable terms, or at all, which could adversely affect our liquidity and financial position
- 08Our failure to protect our intellectual property rights could have a negative impact on our business
- 09We may be subject to intellectual property infringement claims or other allegations, which may materially and adversely affect our business, financial condition and prospects
- 10We rely on computer software and hardware systems in managing our operations, the failure of which could adversely affect our business, financial condition and results of operations
- 11Any failure or interruptions in the internet infrastructure, bandwidth providers, data center providers, other third parties or our own systems for providing our solutions to customers could negatively impact our business
- 12Privacy and data security concerns, laws, or other regulations could expose us to liability or impair our operations27% rewritten
- 13The occurrence of security breaches and cyber-attacks could negatively impact our business
- 14Our blockchain business is at an early stage and the PRC laws and regulations may have a potential effect
Risks Relating to Regulation of Our Business and to Our Structure
- 15requiring us or Rise King WFOE and/or PRC Operating Entities to restructure the relevant ownership structure or operations
- 16We rely on contractual arrangements with the PRC Operating Entities and their shareholders for our China operations, which may not be as effective in providing operational control as direct ownership
- 17Condensed Consolidating Schedules54% rewritten
- 18Prepayment and deposit to suppliers99% rewritten
- 19Prepayment for acquisitionNew
- 20Operating lease liabilitiesNew
- 21Long-term borrowing from a related party98% rewritten
- 22Long-term deposits and prepayments
- 23Lease payment liabilities related to short-term leases24% rewritten
- 24Operating lease liabilities-Non currentNew
- 25Net income attributable to noncontrolling interests84% rewritten
- 26Cash and cash equivalents, at beginning of the year85% rewritten
- 27Our operations and assets in China are subject to significant political and economic uncertainties
- 28The PRC government ’ s significant oversight and discretion over our business operation could result in a material adverse change in our operations and the value of our listed securities
- 29The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions may be cited for reference but have limited precedential value
- 30PRC regulations relating to mergers and acquisitions of domestic enterprises by foreign investors may increase the administrative burden we face and create regulatory uncertainties
- 31The approval of and the filing with the CSRC or other PRC government authorities may be required in connection with our future offshore offerings under PRC law, and, if required, we cannot predict whether or for how long we will be able to obtain such approval or complete such filing
- 32Substantial uncertainties exist with respect to the interpretation and implementation of cybersecurity related regulations and cybersecurity review as well as any impact these may have on our business operations
- 33On November 7, 2016, the Standing Committee of the National People’s Congress issued the Cyber Security Law, which imposes more stringent requirements on operators of “critical information infrastructure,” especially in data storage and cross-border data transfer
- 34We may be adversely affected by the complexity, uncertainties and changes in PRC licensing and regulation of internet businesses
- 35Currency fluctuations and restrictions on currency exchange may adversely affect our business, including limiting our ability to convert Chinese Renminbi into foreign currencies and, if Chinese Renminbi were to decline in value, reducing our revenue in U.S. dollar terms25% rewritten
- 36We may have limited legal recourse under PRC laws if disputes arise under our contracts with third parties
- 37We must comply with the Foreign Corrupt Practices Act
- 38Changes in foreign exchange regulations in the PRC may affect our ability to pay dividends in foreign currency or conduct other foreign exchange business
- 39Any limitation on the ability of our PRC subsidiaries and VIEs to make payments to us, or the tax implications of making payments to us, could have a material adverse effect on our ability to conduct our business or our financial condition62% rewritten
- 40If we become directly subject to the scrutiny involving U.S. listed Chinese companies, we may have to expend significant resources to investigate and/or defend the matter, which could harm our business operations, stock price and reputation
- 41The enforcement of the PRC Labor Contract Law and other labor-related regulations in the PRC may adversely affect our business and results of operations
- 42You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in China based on United States or other foreign laws against us and our management
- 43It may be difficult for overseas regulators to conduct investigation or collect evidence within China44% rewritten
- 44PRC enterprise income tax law could adversely affect our business and our net income
- 45Under the EIT Law, we may be classified as a “ resident enterprise ” of China. Such classification will likely result in unfavorable tax consequences to us and holders of our securities29% rewritten
Risks Related to our Securities
- 46Our Common Stock is traded on the Nasdaq Stock Market LLC (“Nasdaq”), a national securities exchange79% rewritten
- 47Insiders have substantial control over us, and they could delay or prevent a change in our corporate control even if our other stockholders wanted it to occur
- 48There may not be sufficient liquidity in the market for our securities in order for investors to sell their securities49% rewritten
- 49The market price of our Common Stock may be volatile
- 50We may need additional capital and may sell additional securities or other equity securities or incur indebtedness, which could result in additional dilution to our shareholders or increase our debt service obligations
- 51We have not paid dividends in the past and do not expect to pay dividends in the future, and any return on investment may be limited to the value of our stock
- 52Techniques employed by manipulative short sellers in Chinese small cap stocks may drive down the market price of our common stock
- 53Geopolitical conflicts involving Iran, military actions in the Middle East, and the war in Ukraine may adversely affect global economic conditions and cause significant volatility in the trading price of our common stockNew
Other ZW Data Action Technologies 10-Ks
- FY2024 10-K risk factors55 risks
ZW Data Action Technologies relies heavily on advertising and data services in China, exposing it to PRC regulatory, economic, and operational risks.
Filed Apr 15, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.