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PRE-MKT · 04:35 ET
Market ClerkRecap
Mon Oct 26 · pre-market1 signal on Oct 2494 insider buys this week · $48.3MCIRO short report next: Oct 31The week ahead

CNET

ZW Data Action Technologies Inc.
NASDAQ · TECHNOLOGY · SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC.
1.07
−0.03 −2.73%
USD · close Oct 23
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Work order
84
PASS · shorts 84
Insiders, 90 days
0
no open-market filings in 90 days
Congress, 90 days
0 / 0
no disclosures naming it
Big money
0 / 15
none of the tracked funds disclose it
Calls on record
0
nobody we score has called it yet
MKT CAP $3.9MP/E —DIV YIELD —FCF YIELD -26.24%REV TTM $3.4M −55.1%NET INCOME −$826KNET CASH —52W 0.65 – 2.17SEC XBRL · TTM TO Invalid Date

How CNET rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
Text kept
68%
of sentences unchanged
Added
149
new sentences
Dropped
175
sentences removed
Length
−1,182
words, now 32,216

New in FY2025

  • For the year ended December 31, 2025, we transferred approximately US$0.40 million in cash to our operating subsidiaries.
  • In addition, our VIEs repaid our operating subsidiaries approximately US$0.09 million.
  • For the year ended December 31, 2024, we transferred approximately US$0.48 million in cash to our operating subsidiaries.
  • For the years ended December 31, 2025 and 2024, our VIEs did not pay any service fees to our Rise King WFOE under the exclusive business cooperation agreements.
  • For the years ended December 31, 2025 and 2024, no dividends or distributions were made to ZW Data Action Technologies Inc. by our subsidiaries.
  • The total restricted net assets of our PRC subsidiaries and VIEs were approximately US$13.11 million and US$13.2 3million as of December 31, 2025 and 2024, respectively.
  • Risk Factors—Risks Associated With Doing Business in China—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.” For the years ended December 31, 2025 and 2024, no assets other than cash were transferred through our organization.
  • Such risks include, but are not limited to: Risks Related to Our Business ● We 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. ● We 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. ● Privacy and data security concerns, laws, or other regulations could expose us to liability or impair our operations. ● The occurrence of security breaches and cyber-attacks could negatively impact our business.
  • Risks Relating to Regulation of Our Business and to Our Structure ● If the PRC government finds that the agreements that establish the structure for operating our business in China do not comply with PRC governmental restrictions on foreign investment in industries in which we operate, or if these regulations or their interpretation change in the future, we could be subject to severe penalties. ● We rely on contractual arrangements with our PRC Operating Entities and their shareholders for our China operations, which may not be as effective in providing operational control as direct ownership. ● Contractual arrangements we have entered into among the PRC Operating Entities may be subject to scrutiny by the PRC tax authorities and a finding that we owe additional taxes or are ineligible for our tax exemption, or both, could substantially increase our taxes owed, and reduce our net income and the value of your investment.
  • Risks Associated With Doing Business In China ● Our operations and assets in China are subject to significant political and economic uncertainties. ● The 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. ● Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to you and us. ● PRC regulations relating to mergers and acquisitions of domestic enterprises by foreign investors may increase the administrative burden we face and create regulatory uncertainties. ● The 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. ● Substantial 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. ● Any failure or perceived failure by us to comply with the Anti-Monopoly Guidelines for Internet Platforms Economy Sector and other PRC anti-monopoly laws and regulations may result in governmental investigations or enforcement actions, litigation or claims against us and could have an adverse effect on our business, financial condition and results of operations. ● We may be adversely affected by the complexity, uncertainties and changes in PRC licensing and regulation of internet businesses. ● 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. ● 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. ● Our common stock may be delisted and prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, or the HFCAA, as amended by the Accelerating Holding Foreign Companies Accountable Act, if the PCAOB is unable to inspect or investigate completely auditors located in China mainland and Hong Kong.
  • Risks Related to our Securities ● The Nasdaq may delist our securities from quotation on its exchange which could limit investors ’ ability to make transactions in our securities and subject us to additional trading restrictions. ● Insiders 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. ● The market price of our Common Stock has been volatile, and will be likely continue to be highly volatile, which is beyond our control and may result in substantial losses to our investors.
  • PART I ITEM 1 BUSINESS We are a holding company that conducts our businesses through our subsidiaries outside of mainland China, PRC subsidiaries and operating entities (the “VIEs”).
  • We primarily operate a one-stop services for our clients on our Omni-channel advertising, precision marketing, influencer marketing and data analysis management system.
  • We also develop blockchain enabled web/mobile applications and provide software solutions, i.e., Software-as-a-Service (“SaaS”) services for clients.
  • In addition, we provide intellectual property licensing services.
  • We derive our revenue principally by: ● distributing the right to use search engine marketing service we purchased from key search engines to increase the sales lead conversion rate for our clients’ business promotion on both mobile and computer searches; ● providing internet advertising and related marketing services for our clients’ businesses; ● providing intellectual property (“IP”) licensing services; and ● providing Blockchain-based SaaS Services.
  • We generated total revenues of US$4.61 million for the year ended December 31, 2025, compared with US$15.44 million in 2024.
  • Net loss attributable to our stockholders was US$1.77 million and US$3.76 million for the years ended December 31, 2025 and 2024, respectively.
  • During fiscal 2025, we have strategically repositioned our core business, i.e., our Internet advertising and related marketing service business to have a renewed focus on markets outside of mainland China; as such, the Company’s operations are now primarily conducted outside mainland China.
  • We have shifted our client focus away from the distribution of search engine marketing services in the PRC towards higher margin digital advertising opportunities, including influencer marketing services and providing marketing services in markets outside mainland China.
  • With over 17 years of experience serving China’s SME sector, the Company has developed deep operational insight into how businesses acquire customers, generate revenue, and scale across markets.
  • Building on this foundation, the Company will expand its capabilities to include AI-enabled applications and deployment solutions, with a focus on enhancing existing service offerings.
  • These initiatives include the development and integration of AI-assisted tools to support customer engagement, financial management, and operational workflows, as well as the incorporation of blockchain-based functionalities for data security, tokenization, and payment processing where applicable.
  • Through these efforts, the Company aims to improve service efficiency and support revenue growth for our SME clients.
  • On March 7, 2025, ChinaNet Investment Holding Limited (the “Purchaser”), a British Virgin Islands company and an indirect wholly-owned subsidiary of ZW Data Action Technologies Inc. acquired the 10,000 shares of Rahula Digital Media (HK) Limited, a Hong Kong company ("Rahula") that Vickie Chan, an individual (the “Seller”) owned, pursuant to that certain Share Sale and Purchase Agreement, dated March 3, 2025, entered into by and between the Purchaser and the Seller for a total consideration of US$0.6 million.
  • For the year ended December 31, 2025, we licensed intellectual property acquired from Rahula to customers and generated approximately US$0.26 million in revenue from such IP licensing services.
  • On November 24, 2025, we changed the corporate name of Rahula to Cnet Technology (HK) Limited.
  • In 2018, we expanded into blockchain-related technologies and developed blockchain-powered applications, including BO!News and OMG, designed to facilitate business networking, reward point management, and blockchain-based contracting features.
  • In 2021, we further developed the Blockchain Integrated Framework (“BIF”) platform, a SaaS-based infrastructure that provides services such as NFT management, membership management, and blockchain-enabled data storage and analysis for SMEs.
  • In addition, for the year ended December 31, 2025, we also engaged in the purchase and sale of mobile applications with blockchain functionalities.
  • For the year ended December 31, 2025, we generated approximately US$0.62 million in revenue from our blockchain-based services.
  • Recent Developments Investment in Titans On September 17, 2025, CNET Technology Limited (“CNET Technology”), a wholly-owned subsidiary of ZW Data Action Technologies Inc.
  • (the “Company”) in the British Virgin Islands, entered into a purchase agreement (the “Acquisition Agreement 1”) with B Ocean Capital Management Limited, a Cayman Islands company, and Oasis Management Consultant Limited, a Hong Kong company (collectively with B Ocean Capital Management Limited, the “Sellers”) and Titans Investment Asset Holdings Limited, a British Virgin Islands company (“Titans”), pursuant to which each Seller will sell its 9.80% equity interests in Titans (the “Titans Equity Interests”) to CNET Technology.
  • In consideration for the Titans Equity Interests, CNET Technology shall pay to the Sellers totaling $300,000 in cash and cause the Company to issue 200,000 shares of common stock of the Company, having a total value of $420,000 and valued at $2.10 per share, to the Sellers.
  • On October 21, 2025, CNET Technology obtained the Titans Equity Interests; however, as of the date of this report, the Company has not yet issued the 200,000 shares of common stock to the Sellers and the closing of the transaction has not yet taken place.
  • As of the date of this report, the Company has not yet issued the 200,000 shares of common stock to the Sellers.
  • Titans is principally engaged in providing digital marketing and advertising services.
  • Investment in Modest On October 28, 2025, CNET Technology entered into a purchase agreement (the “Acquisition Agreement”) with Fun Star Group INC., a British Virgin Islands company (the “Seller”) and Modest Attack Limited, a British Virgin Islands company (“Modest”), pursuant to which the Seller will sell its 9.9% equity interests in Modest (the “ Modest Equity Interests”) to CNET Technology.
  • In consideration for the Modest Equity Interests, CNET Technology shall pay to the Seller $625,000 in cash and cause the Company to issue 150,000 shares of common stock of the Company, having a total value of $375,000 and valued at $2.50 per share, to the Seller.
  • The closing of the acquisition is subject to customary terms and conditions as set forth in the Acquisition Agreement.

and 109 more.

Gone since FY2024

  • For the year ended December 31, 2024, we transferred US$0.48 million in cash to our operating subsidiaries.
  • For the year ended December 31, 2023, we did not transfer any cash to our operating subsidiaries; however, one of our subsidiaries paid US$0.79 million operating expenses in cash on behalf of us to the service providers, as a repayment of the shareholder loans provided by us to this subsidiary in previous years.
  • For the year ended December 31, 2024, our consolidated VIEs transferred US$0.02 million to our consolidated subsidiaries as repayment of loans.
  • For the year ended December 31, 2023, our consolidated subsidiaries transferred US$0.55 million in cash to the consolidated VIEs in form of loans.
  • For the years ended December 31, 2024 and 2023, our VIEs did not pay any service fees to our Rise King WFOE under the exclusive business cooperation agreements.
  • For the years ended December 31, 2024 and 2023, no dividends or distributions were made to ZW Data Action Technologies Inc. by our subsidiaries.
  • The total restricted net assets of our PRC subsidiaries and VIEs were approximately US$13.23 million and US$13.41 million as of December 31, 2024 and 2023, respectively.
  • Risk Factors—Risks Associated With Doing Business in China—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.” For the years ended December 31, 2024 and 2023, no assets other than cash were transferred through our organization.
  • Such risks include, but are not limited to: Risks Related to Our Business We 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.
  • Risks Relating to Regulation of Our Business and to Our Structure Our operations are substantially conducted through our PRC Operating Entities, or VIEs, and through our contractual agreements with each of our PRC Operating Entities and their shareholders in China.
  • If the PRC government finds that the agreements that establish the structure for operating our business in China do not comply with PRC governmental restrictions on foreign investment in industries in which we operate, or if these regulations or their interpretation change in the future, we could be subject to severe penalties.
  • We rely on contractual arrangements with our PRC Operating Entities and their shareholders for our China operations, which may not be as effective in providing operational control as direct ownership.
  • Risks Associated With Doing Business In China Our operations and assets in China are subject to significant political and economic uncertainties.
  • The market price of our Common Stock has been volatile, and will be likely continue to be highly volatile, which is beyond our control and may result in substantial losses to our investors.
  • PART I ITEM 1 BUSINESS We are a holding company that conducts our businesses through our Hong Kong subsidiaries, PRC subsidiaries and operating entities (the “VIEs”).
  • We primarily operate a one-stop services for our clients on our Omni-channel advertising, precision marketing and data analysis management system.
  • We also develop blockchain enabled web/mobile applications and provides software solutions, i.e., Software-as-a-Service (“SaaS”) services for clients.
  • We derive our revenue principally by: ● distributing the right to use search engine marketing service we purchased from key search engines to increase the sales lead conversion rate for our clients’ business promotion on both mobile and computer searches; ● providing influencer marketing services for our clients’ businesses; and ● providing Blockchain-based SaaS Services.
  • We generated total revenues of US$15.44 million for the year ended December 31, 2024, compared with US$30.59 million in 2023.
  • Net loss attributable to our stockholders was US$3.76 million and US$5.97 million for the years ended December 31, 2024 and 2023, respectively.
  • In 2018, we commenced to expand our business into the blockchain industry and the related technology.
  • With the introduction of blockchain technology, we engaged two unrelated parties to develop two blockchain-technology powered platform applications named BO!News and OMG, respectively.
  • The Bo!News application comprises of three key features: Firstly, BO!News is a platform for the business owners and potential entrepreneurs to exchange projects information.
  • BO!News has a blockchain based information assurance checking feature, ensuring every business to provide reliable and truthful information with tracking or tracing of any changes hashed onto the blockchain.
  • Secondly, BO!News contains a social networking forum with an embedded blockchain reward point mechanism for contents-sharing and comments, to encourage interaction between business owners and their customers, and to activate more stickiness of the customers of the business.
  • Last, Bo!News has a blockchain contracting feature, which provides a more efficient and trustworthy contractual relationship signed through the Internet without face to face meeting, and allows operating through blockchain to affirm irrevocability and traceability of the contract for the business conducted through the Internet.
  • OMG is originally planned to be developed for the use of small and medium brand stores’ reward/loyal points exchange.
  • OMG App enables users (consumers and merchants) to integrate other stores’ reward/loyalty point cards into OMG point consolidation and exchange system built on the blockchain infrastructure platform, which helps consumers managing all of their different reward/loyalty points cards in a single way.
  • Users of OMG will be rewarded with loyalty points for conducting transactions on OMG in the form of token.
  • Merchants will also get benefit of using it as a marketing platform to push their advertising or promotion to their and non-competitors’ customer bases.
  • As in our plan, all reward points in form of token issued by these APPs are not associated with any cryptocurrency and will not be listed in any crypto exchange.
  • They can only be used in exchange for the services and/or products offered by our platform.
  • In 2021, we enhanced the development of our blockchain infrastructure platform, i.e., Blockchain Integrated Framework (“BIF”) platform under the OMG development contract, which platform have membership management, trusted and decentralized payment management and Non-Fungible Token (“NFT”) management etc. features, so that the BIF platform could be further integrated into other blockchain application scenarios to provide data storage, assurance and analysis services to the SMEs.
  • We also developed a more comprehensive and upgraded open-core version of BIF in the SaaS model with an open-end control panel to a greater extent, allowing our clients to use it to develop their own NFTs for their IPs and branding in China for the reauthorization use of both domestic and overseas users.
  • The BIF platform is currently being developed into a subscription model with a starting subscription fee and the fees will be increased in accordance with number of apps subscribed, transactions or the size of data stored through the platform.
  • In addition, our clients will be able to self-code themselves based on the existing modules of the smart contracts for the customization on their own specific needs in a low-code practice, and extra usage fee will be charged on the top of monthly recurring revenue.
  • We completed the development and integration of the BIF platform, and officially launched the BIF and Bo!News by the end of 2021.
  • For the year ended December 31, 2024, we generated an approximately US$0.75 million revenues from this our NFT SaaS services.
  • During fiscal 2024, we have strategically repositioned our core business, i.e., our Internet advertising and related data service business to have a renewed focus on international markets.
  • We have shifted our client focus away from the distribution of search engine marketing services towards higher margin digital advertising opportunities, including influencer marketing services.

and 135 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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