F-3 1 formf-3.htm F-3

As filed with the Securities and Exchange Commission on July 9, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-3

REGISTRATION STATEMENT

Under

The Securities Act of 1933

VIOMI TECHNOLOGY CO., LTD

(Exact name of registrant as specified in its charter)

Not Applicable

(Translation of registrant’s name into English)

Cayman Islands		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

Wansheng Square, Rm 1302 Tower C, Xingang East Road, Haizhu District

Guangzhou, Guangdong, 510220

People’s Republic of China

+86 20 8930 9496

(Address and telephone number of registrant’s principal executive offices)

Puglisi & Associates

850 Library Avenue, Suite 204

Newark, Delaware 19711

+1 302-738-6680

(Name, address, and telephone number of agent for service)

Copies to:

Haiping Li, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

c/o 42/F, Edinburgh Tower

The Landmark 15 Queen’s Road Central

Hong Kong

+852 3740-4700

Approximate date of commencement of proposed sale to the public: from time to time after the effective date of this registration statement.

If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards* provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

†	The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED July 9, 2026

PRELIMINARY PROSPECTUS

VIOMI TECHNOLOGY CO., LTD

Class A Ordinary Shares

Preferred Shares

Warrants

Subscription Rights

Units

We may from time to time offer, issue and sell up to US$100 million or its equivalent in any other currency, currency units, or composite currency or currencies, of our Class A ordinary shares, par value $0.00001 per share, including in the form of American depositary shares, or ADSs, preferred shares, warrants to purchase Class A ordinary shares and preferred shares, subscription rights and a combination of such securities, separately or as units, in one or more offerings. We refer to our Class A ordinary shares, ADSs, preferred shares, warrants, subscription rights and units collectively as “securities” in this prospectus. This prospectus provides a general description of offerings of these securities that we may undertake.

We will provide specific terms of any offering in one or more supplements to this prospectus. Any prospectus supplement may also add, update, or change information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement as well as the documents incorporated or deemed to be incorporated by reference in this prospectus before you purchase any of the securities offered hereby.

These securities may be offered and sold in the same offering or in separate offerings; to or through underwriters, dealers, and agents; or directly to purchasers. The names of any underwriters, dealers, or agents involved in the sale of our securities, their compensation and any options to purchase additional securities held by them will be described in the applicable prospectus supplement. For a more complete description of the plan of distribution of these securities, see the section entitled “Plan of Distribution” beginning on page 60 of this prospectus.

The ADSs are listed on the Nasdaq Global Select Market, or Nasdaq, under the ticker symbol “VIOT”. On July 7, 2026, the closing price of the ADSs on Nasdaq was US$0.81 per ADS.

Pursuant to General Instruction I.B.5. of Form F-3, in no event will we sell the securities covered hereby in a public primary offering with a value exceeding more than one-third of the aggregate market value of our ordinary shares in any 12-month period so long as the aggregate market value of our issued and outstanding ordinary shares held by non-affiliates remains below US$75,000,000. The aggregate market value of our issued and outstanding ordinary shares held by non-affiliates, or public float, as of July 7, 2026, was approximately US$22.8 million, which was calculated based on 84,611,307 Class A ordinary shares and nil Class B ordinary shares held by non-affiliates and the per ADS price of US$0.81, which was the closing price of the ADSs on July 7, 2026. During the 12 calendar months prior to and including the date of this prospectus, we have not offered or sold any securities pursuant to General Instruction I.B.5 of Form F-3.

Investing in these securities involves a high degree of risk. Furthermore, investors should be aware that there are various other risks relating to the securities, the issuer and its subsidiaries, their business and their jurisdictions of operations which investors should familiarize themselves with before making an investment in the securities. Please carefully consider the risks discussed under “Risk Factors” in this prospectus beginning on page 30, in any accompanying prospectus supplement or in our reports filed with the Securities and Exchange Commission that are incorporated by reference in this prospectus before making a decision to invest in our securities.

PRC laws and regulations restrict and impose conditions on foreign investment in internet and other related businesses in China. According to the Special Administrative Measures (Negative List) for Foreign Investment Access, the provision of internet information services falls within the restricted category and the equity ratio of foreign investment in the enterprises operating the business under the restricted category is subject to the cap of 50%. In addition, although the provision of e-commerce services falls within the permitted category, foreign investments in this business are still restricted by other requirements under related regulations in China. Accordingly, we operate this business in China through the VIEs, and rely on contractual arrangements among our WFOEs, the VIEs and the nominee shareholders of the VIEs to control the business operations of the VIEs. The VIEs are consolidated for accounting purposes, but are not entities in which our Cayman Islands holding company, or our investors, own equity. Revenues contributed by the VIEs accounted for 88.9%, 45.0% and 0.1% of our total revenues for the years ended December 31, 2023, 2024 and 2025, respectively. The VIEs currently include Beijing Yunmi Technology Co., Ltd., or Beijing Viomi, and Guangdong Interconnect Electric Appliances Technology Co., Ltd., or Guangdong Interconnect, and, prior to the completion of the 2024 reorganization transaction, the VIEs include Beijing Viomi and Foshan Yunmi Electric Appliances Technology Co., Ltd., or Foshan Viomi. Prior to the completion of the 2024 reorganization transaction, we operate internet information and e-commerce services business primarily through the former VIE, Foshan Viomi. In the 2024 reorganization transaction, Foshan Viomi agreed to transfer the websites, mobile apps, mini programs operated by it and all the related materials and rights (including but not limited to domain names, databases, codes, software, operational data, materials, documents, information) to Guangdong Interconnect. We have completed the transfer process with Foshan Viomi transfer in November 2025, and after the completion of the transfer, Guangdong Interconnect will replace Foshan Viomi in operating internet information and e-commerce services business. Investors in our ADSs are not purchasing equity interest in the VIEs in China but instead are purchasing equity interest in a holding company incorporated in the Cayman Islands.

A series of contractual agreements have been entered into by and among our WFOEs, the VIEs and their respective shareholders, including (i) shareholder voting proxy agreements and equity pledge agreements, which provide us with effective control over the VIEs in China, (ii) exclusive consultation and service agreements, which allow us to receive economic benefits from the VIEs in China, (iii) exclusive option agreements, which provide us with the option to purchase the equity interests in, and assets of, the VIEs, and (iv) equity pledge agreements, under which the shareholders of the VIEs have pledged 100% equity interests in the VIEs to our WFOEs to secure shareholders’ obligations under the exclusive option agreements, the shareholder voting proxy agreements and the equity pledge agreements. Terms contained in each set of contractual arrangements with the VIEs and their respective shareholders are substantially similar. After the completion of our 2024 reorganization transaction, we have terminated the contractual arrangements between Yunmi Hulian Technology (Guangdong) Co., Ltd., or the former WFOE, and Foshan Viomi, which has resulted in Foshan Viomi’s shareholder, Mr. Xiaoping Chen, fully controlling Foshan Viomi and its subsidiaries including Foshan Xiaoxian Hulian Electric Appliances Technology Co., Ltd., Foshan Qutansuo Electric Technology Co., Ltd., Guangdong AI Touch Technology Co., Ltd., and Zhuawa Technology (Guangdong) Co., Ltd. Additionally, Zhumeng Hulian Technology (Guangdong) Co., Ltd., or WFOE II, and Guangdong Interconnect, have entered into a new set of contractual arrangements, as a result of which the Company has controlled Guangdong Interconnect and consolidated its financial results. For more details of these contractual arrangements, see “Item 4. Information on the Company—C. Organizational Structure—Contractual Arrangements with the VIEs and Their Shareholders” in our annual report on Form 20-F for the fiscal year ended December 31, 2025 (“2025 Form 20-F”).

However, the contractual arrangements may not be as effective as direct ownership in providing us with control over the VIEs and we may incur substantial costs to enforce the terms of the arrangements. All of the agreements under the contractual arrangements are governed by PRC laws and provide for the resolution of disputes through arbitration in China. Accordingly, these contracts would be interpreted in accordance with PRC laws and any disputes arising from these contracts would be resolved in accordance with PRC legal procedures. These arrangements have not been tested in arbitral tribunals or courts. Changes in the regulatory environment in China may limit our ability to enforce these contractual arrangements. Further, there are very few precedents and little formal guidance as to how contractual arrangements in the context of a VIE should be interpreted or enforced under PRC laws. There remain significant uncertainties regarding the ultimate outcome of such arbitration should legal action become necessary. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—We rely on contractual arrangements with the VIEs and their respective shareholders for substantially all of our business operation, which may not be as effective as direct ownership in providing operational control” and “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—Any failure by the VIEs or their shareholders to perform their obligations under our contractual arrangements with them would have a material and adverse effect on our business, financial condition and results of operations” in our 2025 Form 20-F.

There are also substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules regarding the status of the rights of our Cayman Islands holding company with respect to its contractual arrangements with the VIEs and its nominee shareholders. It is uncertain whether any new PRC laws or regulations relating to VIE structures will be adopted or if adopted, what they would provide. If we or any of the VIEs is found to be in violation of any existing or future PRC laws or regulations, or fail to obtain or maintain any of the required permits or approvals, the applicable PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures. If the PRC government deems that our contractual arrangements with the VIEs do not comply with PRC regulatory restrictions on foreign investment in relevant industries, or if these regulations or the interpretation of existing regulations change or are interpreted differently in the future, we and the VIEs could be subject to severe penalties or be forced to relinquish our and the VIEs’ interests in those operations. Our holding company, our WFOEs, the VIEs, and investors of our company face uncertainty about potential future actions by the PRC government that could affect the enforceability of the contractual arrangements with the VIEs and, consequently, significantly affect the financial performance of the VIEs and their subsidiaries and our company as a whole. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure” and “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Failure to respond to changes in the regulatory environment in China could adversely affect us” in our 2025 Form 20-F.

Pursuant to the Holding Foreign Companies Accountable Act, which was enacted on December 18, 2020 and further amended by the Consolidated Appropriations Act, 2023 signed into law on December 29, 2022, or HFCAA, if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the PCAOB for two consecutive years, the SEC will prohibit our shares or the ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States. On December 16, 2021, the PCAOB issued a report to notify the SEC its determinations that it is unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, including our auditor. In May 2022, the SEC conclusively listed us as a Commission-Identified Issuer under the HFCAA following the filing of this annual report on Form 20-F for the fiscal year ended December 31, 2021. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. As of the date of this prospectus, the PCAOB has not issued any new determination regarding its ability to inspect or investigate registered public accounting firms headquartered in mainland China and Hong Kong. For this reason, we do not expect to be identified as a Commission-Identified Issuer under the HFCAA after we file this prospectus. Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions. If PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong and we continue to use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our consolidated financial statements filed with the Securities and Exchange Commission, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year. There can be no assurance that we would not be identified as a Commission-Identified Issuer for any future fiscal year, and if we were so identified for two consecutive years, we would become subject to the prohibition on trading under the HFCAA. The delisting of our ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment. For more details, please refer to risks disclosed under “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China” in our 2025 Form 20-F.

PRC government’s significant authority in regulating our and the VIEs’ operations and its oversight and control over offerings conducted overseas by, and foreign investment in, China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. Implementation of industry-wide regulations in this nature may cause the value of such securities to significantly decline or become worthless. For more details, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—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 ADSs” in our 2025 Form 20-F.

Changes in the regulatory environment in China, including risks and challenges regarding the enforcement of laws and quickly evolving rules and regulations in China, could result in a material adverse change in our and the VIEs’ operations and the value of our ADSs. For more details, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Failure to respond to changes in the regulatory environment in China could adversely affect us” in our 2025 Form 20-F.

Neither the U.S. Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS	2
FORWARD-LOOKING STATEMENTS	5
OUR COMPANY	6
RISK FACTORS	30
USE OF PROCEEDS	31
CAPITALIZATION	32
DESCRIPTION OF SHARE CAPITAL	33
DESCRIPTION OF PREFERRED SHARES	52
DESCRIPTION OF WARRANTS	54
DESCRIPTION OF SUBSCRIPTION RIGHTS	55
DESCRIPTION OF UNITS	56
ENFORCEABILITY OF CIVIL LIABILITIES	57
TAXATION	59
PLAN OF DISTRIBUTION	60
EXPENSES RELATED TO THE OFFERING	62
LEGAL MATTERS	63
EXPERTS	64
WHERE YOU CAN FIND MORE INFORMATION	65
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	66

You should rely only on the information contained or incorporated by reference into this prospectus, in the applicable prospectus supplement or in any free writing prospectus filed by us with the SEC. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should not assume that the information contained or incorporated by reference into this prospectus and any prospectus supplement or in any free writing prospectus is accurate as of any date other than the respective dates thereof. Our business, financial condition, results of operations and prospects may have changed since those dates.

We are not making an offer to sell the securities or soliciting an offer to buy the securities in any jurisdiction where the offer or sale is not permitted.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or the SEC, using a “shelf” registration process. By using this shelf registration statement, we may, at any time and from time to time, offer and/or sell the securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the securities offered. We may also add, update or change information contained in this prospectus by means of a prospectus supplement or by incorporating by reference information that we file or furnish to the SEC. If there is any inconsistency between the information in this prospectus and any related prospectus supplement, you should rely on the information in the applicable prospectus supplement. As allowed by the SEC rules, this prospectus and any accompanying prospectus supplement do not contain all of the information included in the registration statement. For further information, we refer you to the registration statement, including its exhibits. Statements contained in this prospectus or any prospectus supplement about the provisions or contents of any agreement or other document are not necessarily complete. If the SEC’s rules and regulations require that an agreement or document be filed as an exhibit to the registration statement, please see that agreement or document for a complete description of these matters.

You should carefully read this document and any applicable prospectus supplement. You should also read the documents we have referred you to under “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference” below for information on our company, the risks we face and our financial statements. The registration statement and exhibits can be read on the SEC’s website as described under “Where You Can Find More Information.”

In this prospectus, unless otherwise indicated or unless the context otherwise requires:

	●	“2024 reorganization transaction” are to the transactions to effect the divestment of our divested IoT@Home business by terminating the contractual arrangements between Yunmi Hulian Technology (Guangdong) Co., Ltd. and Foshan Yunmi Electric Appliances Technology Co., Ltd., or Foshan Viomi, which has resulted in Foshan Viomi’s shareholder, Mr. Xiaoping Chen, fully controlling Foshan Viomi and its subsidiaries including Foshan Xiaoxian Hulian Electric Appliances Technology Co., Ltd., Foshan Qutansuo Electric Technology Co., Ltd., Guangdong AI Touch Technology Co., Ltd., and Zhuawa Technology (Guangdong) Co., Ltd. Additionally, Zhumeng Hulian Technology (Guangdong) Co., Ltd. and Guangdong Interconnect Electric Appliances Technology Co., Ltd., or Guangdong Interconnect, have entered into a new set of contractual arrangements, as a result of which the Company has controlled Guangdong Interconnect and consolidated its financial results;

	●	“ADSs” are to our American depositary shares, each of which represents three Class A ordinary shares of par value US$0.00001 each;

	●	“China” or the “PRC” are to the People’s Republic of China;

	●	“AI” are to artificial intelligence;

	●	“Class A ordinary shares” are to our Class A ordinary shares of par value US$0.00001 per share;

	●	“Class B ordinary shares” are to our Class B ordinary shares of par value US$0.00001 per share;

	●	“divested IoT@Home business” are to the businesses and assets involving certain IoT@Home portfolio products (excluding range hoods, gas stoves, and water heaters) that have been divested by us in August 2024;

	●	“IoT” are to the Internet of Things, an interconnected network of devices that can communicate with one another through the internet;

	●	our “home water systems” are to our portfolio of smart water purification systems with intelligent interconnectivity and communication capabilities, along with water heaters, smart water kettles, and electric kettles, among others;

	●	our “kitchen appliances and others” are to portfolio of range hoods, gas stoves, and other small appliances, as well as product installation services and rental services;

	●	our “IoT@Home portfolio products” are to our portfolio of smart home products with intelligent interconnectivity and communication capabilities, including our smart kitchen products and other smart products;

	●	“ordinary shares” are to Class A ordinary shares and Class B ordinary shares;

	●	“VIEs” are to variable interest entities, and “the VIEs” are to Beijing Yunmi Technology Co., Ltd., or Beijing Viomi, and Guangdong Interconnect Electric Appliances Technology Co., Ltd., or Guangdong Interconnect, and, in the context of describing the VIEs prior to the completion of the 2024 reorganization transaction, Beijing Viomi and Foshan Yunmi Electric Appliances Technology Co., Ltd., or Foshan Viomi;

	●	“Viomi,” “we,” “us,” “our company” or “our” are to Viomi Technology Co., Ltd, our Cayman Islands holding company and its subsidiaries, and, in the context of describing our operations and consolidated financial information, the VIEs and the subsidiaries of the VIEs in China;

	●	“our WFOE I” are to Lequan Technology (Beijing) Co., Ltd., or Lequan Technology;

	●	“our WFOE II” are to Zhumeng Hulian Technology (Guangdong) Co., Ltd., or Zhumeng Hulian;

	●	“WFOEs” are to wholly foreign-owned enterprises, and “our WFOEs” are to our WFOE I and our WFOE II, and, in the context of describing our WFOEs prior to the completion of the 2024 reorganization transaction, WFOE I and Yunmi Hulian Technology (Guangdong) Co., Ltd., or the former WFOE;

	●	“RMB” or “Renminbi” are to the legal currency of China;

	●	“Our platform” refers to the products and mobile apps that we provide to users and platform partners;

	●	“US$” or “U.S. dollars,” are to the legal currency of the United States; and

	●	“Xiaomi” are to Xiaomi Corporation, an internet company and a principal shareholder of our company as of the date of this prospectus, and/or any of its affiliates.

In August 2024, to implement our “Focus” strategy for home water solutions, we divested our businesses and assets involving certain IoT@Home portfolio products (excluding range hoods, gas stoves, and water heaters) for a total consideration of RMB65 million in cash. As a result of the completion of the 2024 reorganization transaction, from September 2024, we have ceased to consolidate the divested entities, assets and businesses as well as their corresponding financial results. The historical financial results of our divested IoT@Home business are reflected in our audited consolidated financial statements as discontinued operations. Unless otherwise stated, the financial information and non-GAAP financial measures disclosed in our 2025 Form 20-F refer to our continuing operations. Unless otherwise specifically stated, the information relating to the business operations is disclosed on a continuing operation basis, which excludes the divested IoT@Home business. As a result, our historical results prior to the completion of the 2024 reorganization transaction may not be indicative of future financial condition or results of operations.

Unless otherwise noted, all translations from Renminbi to U.S. dollars and from U.S. dollars to Renminbi in this prospectus were made at a rate of RMB6.9931 to US$1.00, the exchange rate set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System as of December 31, 2025. We make no representation that any RMB or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or RMB, as the case may be, at any particular rate, or at all.

Discrepancies in any table between totals and sums of the amounts listed are due to rounding. Certain amounts and percentages have been rounded; consequently, certain figures may add up to be more or less than the total amount and certain percentages may add up to be more or less than 100% due to rounding.

References in any prospectus supplement to “the accompanying prospectus” are to this prospectus and to “the prospectus” are to this prospectus and the applicable prospectus supplement taken together.

FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference herein contain forward-looking statements that reflect our current expectations and views of future events. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by terminology such as “may,” “will,” “expect,” “anticipate,” “aim,” “intend”, “plan,” “believe,” “estimate,” “is/are likely to,” “future,” “potential,” “continue” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include statements relating to, among other things:

	●	our and the VIEs’ operations and business prospects;

	●	our and the VIEs’ future business development, financial conditions and results of operations;

	●	our expectations regarding the home water solutions products market and the home appliances market in China;

	●	our expectations regarding the development of our overseas business;

	●	our expectations regarding the application of AI technology in home water solutions products;

	●	our expectations regarding our relationships with our ecosystem partners;

	●	our expectations regarding the success of our sales channel expansion and optimization;

	●	competition for, among other things, capital, technology and skilled personnel;

	●	our dividend policy;

	●	changes to regulatory and operating conditions in the industry and geographical markets in which we operate; and

	●	all other risks and uncertainties described in “Item 3. Key Information—D. Risk Factors” in our 2025 Form 20-F.

The forward-looking statements included in this prospectus, in the documents incorporated by reference herein and in any prospectus supplement are subject to risks, uncertainties and assumptions about our company. Our actual results of operations may differ materially from the forward-looking statements as a result of the risk factors disclosed in this prospectus, in the documents incorporated by reference herein or in any applicable prospectus supplement.

We would like to caution you not to place undue reliance on these forward-looking statements, and you should read these statements in conjunction with the risk factors disclosed herein, in the documents incorporated by reference herein or in any applicable prospectus supplement for a more complete discussion of the risks of an investment in our securities. We operate in a rapidly evolving environment. New risks emerge from time to time and it is impossible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in any forward-looking statement. We do not undertake any obligation to update or revise the forward-looking statements except as required under applicable law.

OUR COMPANY

Overview

Embracing the mission of “AI for Better water,” we strive to utilize AI technology to provide better drinking water solutions for households worldwide. By leveraging our expertise in AI technology, intelligent hardware and software development, we simplify filter replacement and enhance water quality monitoring, thereby increasing the filter replacement rate. Our continuous technological innovations extend filter lifespan and lower user costs, promoting the adoption of water purifiers and supporting a healthy lifestyle while effectively addressing the rising global demand for cleaner, fresher and healthier drinking water. We operate a world-leading “Water Purifier Gigafactory” with an integrated industrial chain that boasts optimal efficiency and facilitates continuous breakthroughs in water purification. This state-of-the-art facility enables us to achieve economies of scale and accelerate the global popularization of residential water filtration.

Our business comprises of two main parts, our Viomi business, which includes our Viomi-branded products, and Non-Viomi business, which involves our strategic partnership with Xiaomi. Sales through our own and third-party channels, which constitute the vast majority of our Viomi-branded products business, accounted for 21.1%, 17.3% and 10.4% of our net revenues in 2023, 2024 and 2025, respectively. Xiaomi is our strategic partner, shareholder and customer. Our strategic partnership with Xiaomi provides us with access to Xiaomi’s ecosystem users, sales platforms and data resources and related support. Sales to Xiaomi, predominantly comprising Xiaomi-branded products, accounted for 78.9%, 82.7% and 89.6% of our net revenues in 2023, 2024 and 2025, respectively. Our strong research and development capabilities, supply chain resources and innovative products and services are able to enrich Xiaomi’s suite of offerings, resulting in a mutually beneficial relationship between Xiaomi and us.

As an industry-leading technology company for home water solutions, Viomi has consistently driven technological breakthroughs over the past decade. These innovations include:

	●	Tankless large-flux water purifier: provides fresh drinking water 24/7, with a water flux up to 2000G, expanding the usage scenario of water purification from drinking to cooking, washing vegetables, and more.

	●	Advancements in ERO electrodialysis and mineralization filter technologies: Allow Viomi to offer a range of water solutions, from pure water to natural mineral water, promoting a new trend of healthy living.

	●	Integrated functions: Viomi has evolved from single-function filtration to integrated functions such as instant heating, cooling, and ice-making, meeting diverse global drinking needs.

We offer a wide range of products covering various home scenarios, from kitchen to living room and whole-house, comprehensively addressing the increasing global demand for cleaner, fresher and healthier drinking water.

In May 2025, we launched Kunlun 4 Pro Alkaline Mineral Water purifier, this next-generation water purifier harnesses AI technology to replicate the natural mineral water formation process, aiming to elevate household drinking water from the era of “pure water” to the new era of “pure mineral water,” and offering a solution for families seeking mineral-rich drinking water at home. In September 2025, we launched Master 1 mineral water purifier on Amazon. This product is equipped with 9-stage precision filtration and an AI-powered interactive faucet, further enriching our product portfolio. In October 2025, we launched the Inno mineral water dispenser in Malaysia, tailored for the local market and featuring both mineralization and cooling functions. In December 2025, we unveiled “Leader” whole-house series for domestic offline channels.

Our platform

Our unique platform consists of innovative home water systems, consumables, and kitchen appliances and others.

Prior to our 2024 reorganization transaction, we grouped our products into four business lines, including IoT@Home portfolio products, home water solutions, consumables and small appliances and others. After the divestment of our “divested IoT@Home business in 2024, we re-grouped our products to better reflect our “Focus” strategy for home water solutions.

Currently, our products are grouped under the following three business lines: “home water systems,” which mainly are composed of our smart water purification products, water heaters, smart water kettles, and electric kettles, among others “consumables,” which consist of our consumable products that mainly include a range of water filters for our smart water purifiers, and “kitchen appliances and others,” which refer to range hoods, gas stoves, and other small appliances, as well as product installation services and rental services.

Specifically, water heaters, smart water kettles which were previously grouped under IoT@Home portfolio products, have been re-grouped to home water systems. Electric kettles, which were previously grouped under small appliances and others, have been also re-grouped to home water systems. Range hoods, gas stoves, and other small appliances, which were previously grouped under IoT@Home portfolio products, have been re-grouped to kitchen appliances and others.

Home water systems

The core of our home water system products are our Viomi-branded and Xiaomi-branded smart water purifiers, which are complemented by our easy-to-install replaceable water filter consumable products. In general, our smart water purifiers feature precision sensors that enable real-time monitoring of the water purification process, facilitating data analysis and automatic adjustments with AI technology, innovative water purification technologies such as high-flow reverse osmosis membrane, and mobile application connectivity that allows users to monitor the status of the water purifier and receive reminders to replace filters. We continuously innovate and have introduced a series of new products. In the domestic market, we launched the Kunlun Mineral Series under-sink water purifier, which adopts a “purification-first, mineralization-second” approach, and advocates a healthy drinking water lifestyle. In May 2025, we launched the Kunlun 4 Pro Alkaline Mineral Water purifier. This next-generation water purifier harnesses AI technology to replicate the natural mineral water formation process, aiming to elevate household drinking water from the era of “pure water” to the new era of “pure mineral water,” and offering a solution for families seeking mineral-rich drinking water at home. In overseas markets, we are rolling out a more diverse range of products, taking into account the drinking water habits of different countries as well as channel-specific attributes. In September 2025, we launched the Master 1 mineral water purifier on Amazon. This product is equipped with a nine-stage precision filtration and an AI-powered interactive faucet, further enriching our product portfolio. In October 2025, we launched the Inno mineral water dispenser in Malaysia, tailored for the local market and featuring both mineralization and cooling functions.

Our home water system products also include water heaters, smart water kettles, and electric kettles, among others.

Consumables

The consumables mainly include water filters for our smart water purifiers. We offer water filters that are complementary, and often essential, to our home water systems. These products generate additional, recurring revenue streams throughout the life cycle of our home water systems. Consumers can purchase these products through our sales channels or the e-commerce platforms integrated to our home water systems.

Kitchen appliances and others

Another component of our platform is our kitchen appliances and others.

We offer a variety of other kitchen appliances to supplement our home water systems. These kitchen appliances include range hoods, gas stoves, and other small appliances.

We provide product installation services to end-customers and lease properties to related parties.

Our Corporate Structure

Viomi Technology Co., Ltd is not a Chinese operating company but rather a Cayman Islands holding company that does not conduct business directly and has no equity ownership in the VIEs. We conduct operations in China through (i) our WFOEs and (ii) the VIEs with which we have maintained contractual arrangements. The following diagram illustrates our corporate structure, including our significant subsidiaries and the VIEs as of the date of this prospectus:

Notes:

(1)	Mr. Chen holds 99% of the equity interests in Beijing Viomi, and Zhuhai Yungui Enterprise Management Consulting Partnership (Limited Partnership), a limited partnership controlled and managed by Mr. Chen, holds the remaining 1%.

(2)	Foshan Viomi holds 100% of equity interests in Guangdong Interconnect Electric Appliances Technology Co., Ltd.

PRC laws and regulations restrict and impose conditions on foreign investment in internet and other related businesses in China. According to the Special Administrative Measures (Negative List) for Foreign Investment Access, our provision of internet information services falls within the restricted category and the equity ratio of foreign investment in the enterprises operating the business under the restricted category is subject to the cap of 50%. In addition, although our provision of e-commerce services falls within the permitted category, foreign investments in this business are still restricted by other requirements under related regulations in China. Accordingly, we operate this business in China through the VIEs, and rely on contractual arrangements among our WFOEs, the VIEs and the nominee shareholders of the VIEs to control the business operations of the VIEs. The VIEs are consolidated for accounting purposes, but are not entities in which our Cayman Islands holding company, or our investors, own equity. Revenues contributed by the VIEs accounted for 88.9%, 45.0% and 0.1% of our total revenues for the years ended December 31, 2023, 2024 and 2025, respectively. The VIEs currently include Beijing Yunmi Technology Co., Ltd., or Beijing Viomi, and Guangdong Interconnect Electric Appliances Technology Co., Ltd., or Guangdong Interconnect, and, prior to the completion of the 2024 reorganization transaction, the VIEs include Beijing Viomi and Foshan Yunmi Electric Appliances Technology Co., Ltd., or Foshan Viomi. Prior to the completion of the 2024 reorganization transaction, we operate our internet information and e-commerce services business primarily through the former VIE, Foshan Viomi. In the 2024 reorganization transaction, Foshan Viomi agreed to transfer the websites, mobile apps, mini programs operated by it and all the related materials and rights (including but not limited to domain names, databases, codes, software, operational data, materials, documents, information) to Guangdong Interconnect. We have completed the transfer process with Foshan Viomi transfer in November 2025, and after the completion of the transfer, Guangdong Interconnect will replace Foshan Viomi in operating internet information and e-commerce services business. Investors in our ADSs are not purchasing equity interest in the VIEs in China but instead are purchasing equity interest in a holding company incorporated in the Cayman Islands.

A series of contractual agreements have been entered into by and among our WFOEs, the VIEs and their respective shareholders, including (i) shareholder voting proxy agreements and equity pledge agreements, which provide us with effective control over the VIEs in China, (ii) exclusive consultation and service agreements, which allow us to receive economic benefits from the VIEs in China, (iii) exclusive option agreements, which provide us with the option to purchase the equity interests in, and assets of, the VIEs, and (iv) equity pledge agreements, under which the shareholders of the VIEs have pledged 100% equity interests in the VIEs to our WFOEs to secure shareholders’ obligations under the exclusive option agreements, the shareholder voting proxy agreements and the equity pledge agreements. Terms contained in each set of contractual arrangements with the VIEs and their respective shareholders are substantially similar. After the completion of our 2024 reorganization transaction, we have terminated the contractual arrangements between Yunmi Hulian Technology (Guangdong) Co., Ltd., or the former WFOE, and Foshan Viomi, which has resulted in Foshan Viomi’s shareholder, Mr. Xiaoping Chen, fully controlling Foshan Viomi and its subsidiaries including Foshan Xiaoxian Hulian Electric Appliances Technology Co., Ltd., Foshan Qutansuo Electric Technology Co., Ltd., Guangdong AI Touch Technology Co., Ltd., and Zhuawa Technology (Guangdong) Co., Ltd. Additionally, Zhumeng Hulian Technology (Guangdong) Co., Ltd., or WFOE II, and Guangdong Interconnect, have entered into a new set of contractual arrangements, as a result of which the Company has controlled Guangdong Interconnect and consolidated its financial results. For more details of these contractual arrangements, see “Item 4. Information on the Company—C. Organizational Structure—Contractual Arrangements with The VIEs and Their Shareholders” in our 2025 Form 20-F.

We and the VIEs face various risks and uncertainties related to doing business in China. Our and the VIEs’ business operations are primarily conducted in China, and we and the VIEs are subject to complex and evolving PRC laws and regulations. For example, we and the VIEs face risks associated with regulatory approvals on offshore offerings, anti-monopoly regulatory actions, and oversight on cybersecurity and data privacy. Additionally, the lack of inspection by the Public Company Accounting Oversight Board, or the PCAOB, on our auditors, may impact our ability to conduct certain businesses, accept foreign investments, or list on a United States or other foreign exchange. Pursuant to the Holding Foreign Companies Accountable Act, which was enacted on December 18, 2020 and further amended by the Consolidated Appropriations Act, 2023 signed into law on December 29, 2022, or HFCAA, if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the PCAOB for two consecutive years, the SEC will prohibit our shares or the ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States. On December 16, 2021, the PCAOB issued a report to notify the SEC its determinations that it is unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, including our auditor. In May 2022, the SEC conclusively listed us as a Commission-Identified Issuer under the HFCAA following the filing of this annual report on Form 20-F for the fiscal year ended December 31, 2021. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. As of the date of this prospectus, the PCAOB has not issued any new determination regarding its ability to inspect or investigate registered public accounting firms headquartered in mainland China and Hong Kong. For this reason, we do not expect to be identified as a Commission-Identified Issuer under the HFCAA after we file this prospectus. Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions. If PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong and we continue to use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our consolidated financial statements filed with the Securities and Exchange Commission, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year. There can be no assurance that we would not be identified as a Commission-Identified Issuer for any future fiscal year, and if we were so identified for two consecutive years, we would become subject to the prohibition on trading under the HFCAA. The delisting of our ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment. These risks could result in a material adverse change in our and the VIEs’ operations and the value of our ADSs, significantly limit or completely hinder our ability to continue to offer securities to investors, or cause the value of such securities to significantly decline or become worthless. For a detailed description of risks related to doing business in China, please refer to risks disclosed under “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China” in our 2025 Form 20-F.

Cash Transfers and Dividend Distribution

Viomi Technology Co., Ltd is a holding company with no operations of its own. We conduct operations in China primarily through our subsidiaries and the VIEs in China. As a result, although other means are available for us to obtain financing at the holding company level, Viomi Technology Co., Ltd.’s ability to pay dividends to the shareholders and to service any debt it may incur may depend upon dividends paid by our PRC subsidiaries and the VIEs, and license and service fees paid by the VIEs.

If any of our subsidiaries or the VIEs incurs debt on its own behalf in the future, the instruments governing such debt may restrict its ability to pay dividends to Viomi Technology Co., Ltd. In addition, our PRC subsidiaries and the VIEs are permitted to pay dividends to Viomi Technology Co., Ltd only out of their accumulated profits, if any, as determined in accordance with PRC accounting standards and regulations. Further, our PRC subsidiaries and the VIEs and their subsidiaries are required to make appropriations to certain statutory reserve funds or may make appropriations to certain discretionary funds, which are not distributable as cash dividends except in the event of a solvent liquidation of the companies. Such restrictions and limitations imposed by the PRC government may also apply to cash transfers in and out of Hong Kong or our subsidiaries incorporated in Hong Kong. For more details, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Holding Company Structure” in our 2025 Form 20-F. For risks relating to the fund flows of our operations in China, see “Item 3. Key Information—Risk Factors—Risks Related to Our Corporate Structure—We may rely on dividends paid by our PRC subsidiaries to fund any cash and financing requirements we may have. Any limitation on the ability of our PRC subsidiaries to pay dividends to us could have a material adverse effect on our ability to conduct our business and to pay dividends to holders of the ADSs and our ordinary shares” in our 2025 Form 20-F.

Under PRC laws and regulations, our PRC subsidiaries and the VIEs are subject to certain restrictions with respect to paying dividends or otherwise transferring any of their net assets to us. Remittance of dividends by our PRC subsidiaries out of mainland China is also subject to examination by the banks designated by the State Administration of Foreign Exchange and declaration and payment of withholding tax. The amounts restricted include the paid-up capital and the statutory reserve funds of our PRC subsidiaries and the net assets of the consolidated VIEs in which we have no legal ownership. Our PRC subsidiaries, the VIEs and their subsidiaries generate their revenue primarily in Renminbi, which is not freely convertible into other currencies. As a result, any restriction on currency exchange may limit the ability of our PRC subsidiaries to pay dividends to us. In addition, under the Enterprise Income Tax Law of the PRC and its implementation rules, undistributed profits earned by foreign-invested enterprises prior to January 1, 2008 are exempted from any withholding tax, while profits of a foreign-invested enterprise generated in or after 2008 that are distributed to its immediate holding company outside mainland China are subject to withholding tax at a rate of 10%, unless the foreign holding company’s jurisdiction of incorporation has a tax treaty with China that provides for a reduced rate of withholding tax. For example, a holding company in Hong Kong, subject to approval of the PRC local tax authority, will be eligible to a 5% withholding tax rate under the Arrangement Between the PRC and the Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital if such holding company is considered to be a non-PRC resident enterprise and holds at least 25% of the equity interests in the PRC foreign-invested enterprise distributing the dividends. However, if the Hong Kong holding company is not considered to be the beneficial owner of such dividends under applicable PRC tax regulations, such dividend will remain subject to withholding tax at a rate of 10%. See also “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Governmental control of currency conversion may limit our ability to utilize our cash balance effectively and affect the value of your investment,” and “Item 5. Operating And Financial Review And Prospects—B. Liquidity and Capital Resources—Holding Company Structure” in our 2025 Form 20-F.

Under PRC laws, Viomi Technology Co., Ltd and its offshore subsidiaries may provide funding to our PRC subsidiaries only through capital contributions or loans, and to the VIEs only through loans, subject to satisfaction of applicable government registration and approval requirements. For the years ended December 31, 2023, 2024 and 2025, Viomi Technology Co., Ltd did not extend any loans to the VIEs.

The VIEs may transfer cash to our relevant WFOEs by paying service fees according to the exclusive consultation and service agreements. The VIEs agree in the respective exclusive consultation and service agreements to pay our WFOEs an annual service fee at an amount that is equal to 100% of their respective annual net income or the amount which is adjusted in accordance with our relevant WFOE’s sole discretion for the relevant year as well as the mutually agreed amount for certain other technical services, both of which should be paid within three months after the end of the relevant calendar year. Our WFOEs have the exclusive ownership of all the intellectual property rights created as a result of the performance of the exclusive consultation and service agreement, to the extent permitted by applicable PRC laws. In 2023, 2024 and 2025, our WFOEs did not collect service fees from the VIEs in China under the exclusive consultation and service agreements.

For asset/cash flows other than the cash flows discussed above transferred through our organization in the years ended December 31, 2023, 2024 and 2025, please refer to “Item 3. Key Information—A. Selected Financial Data—Selected Financial Information Related to the VIEs—Selected Condensed Consolidated Cash Flow Data” in our 2025 Form 20-F.

For the years ended December 31, 2023 and 2024, no dividends or distributions were made to U.S. investors. On July 14, 2025, the board of directors of Viomi Technology Co., Ltd declared a special dividend of US$0.0293 per ordinary share, or US$0.0880 per ADS, to the holders of ordinary shares and holders of ADSs of record as of the close of business on July 31, 2025. On March 25, 2026, the board of directors of Viomi Technology Co., Ltd declared another special dividend of US$0.022 per ordinary share, or US$0.066 per ADS, to the holders of ordinary shares and holders of ADSs of record as of the close of business on April 6, 2026.

For the years ended December 31, 2023, 2024 and 2025, no dividend or distribution was made to Viomi Technology Co., Ltd or its offshore subsidiaries by our PRC subsidiaries. Accordingly, no withholding tax was recorded in the corresponding period. See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Dividend Policy” in our 2025 Form 20-F. For PRC and United States federal income tax considerations of an investment in our ADSs, see “Item 10. Additional Information—E. Taxation” in our 2025 Form 20-F.

For purposes of illustration, the following discussion reflects the hypothetical taxes that might be required to be paid within mainland China, assuming that: (i) we have taxable earnings, and (ii) we determine to pay a dividend in the future:

	Taxation Scenario⁽¹⁾
	(Statutory Tax and Standard Rates)
Hypothetical pre-tax earnings⁽²⁾		100	%
Tax on earnings at statutory rate of 25%⁽³⁾		(25	)%
Net earnings available for distribution		75	%
Withholding tax at standard rate of 10%⁽⁴⁾		(7.5	)%
Net distribution to Parent/Shareholders		67.5	%

Notes:

(1)	For purposes of this example, the tax calculation has been simplified. The hypothetical book pre-tax earnings amount, not considering timing differences, is assumed to equal taxable income in China.
(2)	Under the terms of the contractual arrangements between our PRC subsidiaries, the VIEs and shareholders of the VIEs, our PRC subsidiaries may charge the VIEs for services provided. These fees shall be recognized as expenses of the VIEs, with a corresponding amount as service income by our PRC subsidiaries and eliminate in consolidation. For income tax purposes, our PRC subsidiaries and the VIEs file income tax returns on a separate company basis. The fees paid are recognized as a tax deduction by the VIEs and as income by our PRC subsidiaries and are tax neutral.
(3)	Certain of our subsidiaries and the VIEs qualifies for a 15% preferential income tax rate in China. However, such rate is subject to qualification, is temporary in nature, and may not be available in a future period when distributions are paid. For purposes of this hypothetical example, the table above reflects a maximum tax scenario under which the full statutory rate would be effective.
(4)	The Enterprise Income Tax Law of the PRC imposes a withholding income tax of 10% on dividends distributed by a foreign invested enterprise to its immediate holding company outside of mainland China. A lower withholding income tax rate of 5% is applied if the FIE’s immediate holding company is registered in Hong Kong or other jurisdictions that have a tax treaty arrangement with mainland China, subject to a qualification review at the time of the distribution. For purposes of this hypothetical example, the table above assumes a maximum tax scenario under which the full withholding tax would be applied.

The table above has been prepared under the assumption that all profits of the VIEs will be distributed as fees to our PRC subsidiaries under tax neutral contractual arrangements. If, in the future, the accumulated earnings of the VIEs exceed the fees paid to our PRC subsidiaries (or if the current and contemplated fee structure between the intercompany entities is determined to be non-substantive and disallowed by Chinese tax authorities), the VIEs could, as a matter of last resort, make a non-deductible transfer to our PRC subsidiaries for the amounts of the stranded cash in the VIEs. This would result in such transfer being non-deductible expenses for the VIEs but still taxable income for the PRC subsidiaries. Such a transfer and the related tax burdens would reduce our after-tax income to approximately 50.6% of the pre-tax income. Our management believes that there is only a remote possibility that this scenario would happen.

The Holding Foreign Companies Accountable Act

Pursuant to the Holding Foreign Companies Accountable Act, which was enacted on December 18, 2020 and further amended by the Consolidated Appropriations Act, 2023 signed into law on December 29, 2022, or HFCAA, if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the PCAOB for two consecutive years, the SEC will prohibit our shares or the ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States. On December 16, 2021, the PCAOB issued a report to notify the SEC its determinations that it is unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, including our auditor. In May 2022, the SEC conclusively listed us as a Commission-Identified Issuer under the HFCAA following the filing of this annual report on Form 20-F for the fiscal year ended December 31, 2021. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. As of the date of this prospectus, the PCAOB has not issued any new determination regarding its ability to inspect or investigate registered public accounting firms headquartered in mainland China and Hong Kong. For this reason, we do not expect to be identified as a Commission-Identified Issuer under the HFCAA after we file this prospectus. Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions. If PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong and we continue to use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our consolidated financial statements filed with the Securities and Exchange Commission, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year. There can be no assurance that we would not be identified as a Commission-Identified Issuer for any future fiscal year, and if we were so identified for two consecutive years, we would become subject to the prohibition on trading under the HFCAA. The delisting of our ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment. These risks could result in a material adverse change in our and the VIEs’ operations and the value of our ADSs, significantly limit or completely hinder our ability to continue to offer securities to investors, or cause the value of such securities to significantly decline or become worthless. For a detailed description of risks related to doing business in China, please refer to risks disclosed under “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China” in our 2025 Form 20-F.

Permission Required from the PRC Authorities for Our and the VIEs’ Operations

We conduct business primarily through our subsidiaries and the VIEs and their subsidiaries in China. Our and the VIEs’ operations in China are governed by PRC laws and regulations. To comply with these laws and regulations, prior to the completion of 2024 reorganization transaction, our PRC subsidiaries and the VIEs and their subsidiaries have obtained the requisite licenses and permits from the PRC government authorities that are material for the business operations of our holding company, our PRC subsidiaries and the VIEs in China, including, among others, the business licenses, the hygiene permits for products related to hygiene and safety of potable water, the compulsory product certification and the operating permit for e-commerce services and internet information services. After the completion of the 2024 reorganization transaction, Guangdong Interconnect has obtained the operating permit for e-commerce services and the operating permit for internet information services. According to relevant PRC laws and regulations, we are required to renew these permits and certificates and continue to apply for permits and certificates for our new products. We cannot predict whether or for how long we will be able to obtain such permit and certificates. Given the uncertainties of interpretation and implementation of laws and regulations and the enforcement practice by government authorities, we and the VIEs may be required to obtain additional licenses, permits, filings or approvals for the functions and services of our platform in the future. For more detailed information, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—We may be adversely affected by the complexity, uncertainties and changes in PRC regulation of internet-related businesses and companies, and any lack of requisite approvals, licenses or permits applicable to our business may have a material adverse effect on our business and results of operations” in our 2025 Form 20-F.

Furthermore, we and the VIEs may be required to obtain permissions from or complete filings with the China Securities Regulatory Commission, or the CSRC, and may be required to go through cybersecurity review by the Cyberspace Administration of China, or the CAC, in case of any future issuance of securities to foreign investors. According to the Trial Measures for Overseas Listing, subsequent securities offerings of an issuer in the same overseas market where it has previously offered and listed securities shall be filed with the CSRC within three business days after the offering is completed. Any failure to obtain or delay in obtaining such approval or completing such procedures would subject us to sanctions by the CSRC, CAC or other PRC regulatory authorities. These regulatory authorities may impose fines and penalties on our and the VIEs’ operations in China, limit our ability to pay dividends outside of China, limit our operating privileges in China, delay or restrict the repatriation of the proceeds from our offshore offerings into China or take other actions that could materially and adversely affect our and the VIEs’ business, financial condition, results of operations, and prospects, as well as the trading price of our ADSs. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—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 ADSs,” and “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—The approval of and filing with the CSRC or other PRC government authorities may be required if we were to conduct offshore offerings in the future, and, if required, we cannot predict whether or for how long we will be able to obtain such approval or complete such filing” in our 2025 Form 20-F.

Financial Information Related to the Consolidated Variable Interest Entities

Set forth below are the condensed consolidated schedule showing the financial position as of December 31, 2023, 2024 and 2025, and results of operations and cash flows for the years ended December 31, 2023, 2024 and 2025 for (i) Viomi Technology Co., Ltd, or the Company; (ii) our equity subsidiaries and primary beneficiaries of VIEs (our WFOEs) and their subsidiaries; (iii) the VIEs and their subsidiaries; (iv) eliminating adjustments; and (v) consolidated totals.

On July 19, 2024, in furtherance of its “Focus” strategy for the Home water solution businesses, the Group entered into definitive agreements with Mr. Chen and an entity under his control to divest its businesses and assets related to certain Internet-of-things-enabled (“IoT-enabled”) smart home portfolio products (the “Disposal”). The transfer of the IoT@Home portfolio products (excluding range hoods, gas stoves, and water heaters) to Mr. Chen was accomplished through the termination of the existing VIE contractual arrangements between Yunmi Hulian Technology (Guangdong) Co., Ltd. (“Yunmi Hulian”) and Foshan Yunmi Electric Appliances Technology Co., Ltd. (“Foshan Viomi”) at closing. This termination resulted in Mr. Chen, the shareholder of Foshan Viomi, obtaining full control over Foshan Viomi and its subsidiaries. As part of a pre-closing reorganization, Zhumeng Hulian Technology (Guangdong) Co., Ltd. (“Zhumeng Hulian”) and Guangdong Interconnect Electric Appliances Technology Co., Ltd. (“Guangdong Interconnect”) entered into a new set of VIE contractual arrangements. Consequently, Zhumeng Hulian is regarded as the primary beneficiary of Guangdong Interconnect and the Group consolidates its operational results, assets, and liabilities into the Group’s consolidated financial statements. The transaction was completed on August 31, 2024.

Prior to the Disposal, Yunmi Hulian and its subsidiaries were classified as “Primary Beneficiaries of VIEs and their Subsidiaries”, while Zhumeng Hulian and its subsidiaries were classified as “Equity Subsidiaries”. Following the completion of the Disposal on August 31, 2024, Yunmi Hulian and its subsidiaries were reclassified as “Equity Subsidiaries”, and Zhumeng Hulian were reclassified as “Primary Beneficiaries of VIEs and their Subsidiaries”. To enhance the comparability of the selected condensed consolidated financial data before and after the Disposal, we combined the condensed consolidated financial data of both “Equity Subsidiaries” and “Primary Beneficiaries of VIEs and their Subsidiaries” as of December 31, 2024 and 2025, and for the years ended December 31, 2023, 2024 and 2025.

Selected Condensed Consolidated Statements of Operations Data

	For the Year Ended December 31, 2025
	The Company			Equity Subsidiaries and Primary Beneficiaries of VIEs and their Subsidiaries			VIEs and their Subsidiaries			Eliminations			Consolidated
	(RMB in thousands)
Inter-company revenues⁽¹⁾		-			11			1,528			(1,539	)		-
Related-party and third-party revenues		-			2,428,056			170			-			2,428,226
Total revenues		-			2,428,067			1,698			(1,539	)		2,428,226
Cost of revenues		-			(1,811,321	)		(1,905	)		-			(1,813,226	)
Research and development expenses		-			(166,500	)		(136	)		1,043			(165,593	)
Selling and marketing expenses		-			(278,179	)		2			496			(277,681	)
General and administrative expenses		(4,582	)		(81,554	)		13			-			(86,123	)
Total operating expenses		(4,582	)		(526,233	)		(121	)		1,539			(529,397	)
Other income		(310	)		43,347			(86	)		-			42,951
Equity in (loss)/gain of subsidiaries/VIEs⁽²⁾		127,470			(411	)		-			(127,059	)		-
Income/(Loss) from operations		122,578			133,449			(414	)		(127,059	)		128,554
Interest income and investment income-net⁽³⁾		19,066			7,464			3			-			26,533
Other non-operating income (loss)		-			(500	)		-			-			(500	)
Income(Loss) before income tax expenses		141,644			140,413			(411	)		(127,059	)		154,587
Income tax credits		-			(12,658	)		-			-			(12,658	)
Net income/(loss)		141,644			127,755			(411	)		(127,059	)		141,929
Less: Net loss attributable to the non-controlling interest shareholders		-			285			-			-			285
Net income/(loss) from attributable to the Company		141,644			127,470			(411	)		(127,059	)		141,644

	For the Year Ended December 31, 2024
	The Company			Equity Subsidiaries and Primary Beneficiaries of VIEs and their Subsidiaries			VIEs and their Subsidiaries			Eliminations			Consolidated
	(RMB in thousands)
Inter-company revenues⁽¹⁾		—			532,323			49,679			(582,002	)		—
Related-party and third-party revenues		—			1,215,580			903,402			—			2,118,982
Total revenues		—			1,747,903			953,081			(582,002	)		2,118,982
Cost of revenues		—			(1,434,056	)		(845,527	)		709,307			(1,570,276	)
Research and development expenses		—			(99,470	)		(44,692	)		1,278			(142,884	)
Selling and marketing expenses		—			(155,674	)		(77,433	)		21,934			(211,173	)
General and administrative expenses		(5,768	)		(56,513	)		(11,807	)		3,281			(70,807	)
Total operating expenses		(5,768	)		(311,657	)		(133,932	)		26,493			(424,864	)
Other income		—			21,609			10,883			—			32,492
Equity in gain of subsidiaries/VIEs⁽²⁾⁽⁴⁾		78,525			81,687			—			(160,212	)		—
Income/(Loss) from operations		72,757			105,486			(15,495	)		(6,414	)		156,334
Interest (expenses)/income and investment income-net⁽³⁾		(7,932	)		(20,471	)		23,667			10,000			5,264
Income before income tax expenses		64,825			85,015			8,172			3,586			161,598
Income tax credits		—			(16,901	)		(12	)		—			(16,913	)
Net income/(loss) from continuing operations		64,825			68,114			8,160			3,586			144,685
Less: Net loss from continuing operations attributable to the non-controlling interest shareholders		—			343			(22	)		—			321
Net income from continuing operations attributable to the Company		64,825			67,771			8,182			3,586			144,364
Net loss from discontinued operations attributable to the Company⁽⁴⁾		(1,411	)		9,330			(79,539	)		(9,330	)		(80,950	)
Net income/(loss) from attributable to the Company		63,414			77,101			(71,357	)		(5,744	)		63,414

	For the Year Ended December 31, 2023
	The Company			Equity Subsidiaries and Primary Beneficiaries of VIEs and their Subsidiaries			VIEs and their Subsidiaries			Eliminations			Consolidated
	(RMB in thousands)
Inter-company revenues⁽¹⁾		—			789,785			23,344			(813,129	)		—
Related-party and third-party revenues		—			205,664			1,433,072			—			1,638,736
Total revenues		—			995,449			1,456,416			(813,129	)		1,638,736
Cost of revenues		—			(785,736	)		(1,140,254	)		809,270			(1,116,720	)
Research and development expenses		—			(59,858	)		(89,021	)		—			(148,879	)
Selling and marketing expenses⁽¹⁾		—			(111,961	)		(182,496	)		79,847			(214,610	)
General and administrative expenses⁽¹⁾		(5,072	)		(20,628	)		(33,746	)		2,100			(57,346	)
Total operating expenses		(5,072	)		(192,447	)		(305,263	)		81,947			(420,835	)
Other income		—			7,370			1,517			—			8,887
Equity in loss of subsidiaries/VIEs⁽²⁾		(74,290	)		(178,945	)		—			253,235			—
Income/(Loss) from operations		(79,362	)		(154,309	)		12,416			331,323			110,068
Interest (expenses)/income and investment income-net⁽³⁾⁽⁴⁾		(7,006	)		2,342			21,495			—			16,831
Other non-operating income		3,164			—			—			—			3,164
Income(Loss) before income tax expenses		(83,204	)		(151,967	)		33,911			331,323			130,063
Income tax credits		—			(8,723	)		(4,865	)		—			(13,588	)
Net income/(loss) from continuing operations		(83,204	)		(160,690	)		29,046			331,323			116,475
Less: Net loss from continuing operations attributable to the non-controlling interest shareholders		—			—			(293	)		—			(293	)
Net income/(loss) from continuing operations attributable to the Company		(83,204	)		(160,690	)		29,339			331,323			116,768
Net income/(loss) from discontinued operations attributable to the Company⁽⁴⁾		(1,470	)		—			40,713			(240,685	)		(201,442	)
Net income/(loss) from attributable to the Company		(84,674	)		(160,690	)		70,052			90,638			(84,674	)

Notes:

(1)	It represents the elimination of inter-company transactions among the VIEs and equity subsidiaries and primary beneficiaries of VIEs and their subsidiaries. In 2023, 2024 and 2025, primary beneficiaries of VIEs and their subsidiaries did not charge any service fee from the VIEs in China under the exclusive consultation and service agreements.
(2)	It represents the elimination of the investment in VIEs and subsidiaries by the Company.
(3)	It represents the elimination of finance costs of loans among the Company, the VIEs and our subsidiaries charged at the consolidation level.
(4)	Certain adjustments were made retrospectively in the selected condensed consolidated financial data for the years ended December 31, 2023 and 2024 to reallocate the transactions pertaining to discontinued operations and reflect the corresponding effects more properly in the consolidating schedule.

Selected Condensed Consolidated Balance Sheets Data

	For the Year Ended December 31, 2025
	The Company		Equity Subsidiaries and Primary Beneficiaries of VIEs and their Subsidiaries		VIEs and their Subsidiaries		Eliminations			Consolidated
	(RMB in thousands)
Assets
Current assets
Cash and cash equivalents		2,918		469,483		334,198		-			806,599
Short-term investments		2,667		79,931		-		-			82,598
Accounts receivable from third parties		-		25,720		-		(1,185	)		24,535
Accounts receivable from related parties		-		294,958		-		45,215			340,173
Inventories		-		126,811		68		-			126,879
Amounts due from Group companies⁽¹⁾		501,851		73,731		173,911		(749,493	)		-
Investments in subsidiaries⁽²⁾		471,430		-		-		(471,430	)		-
Investments in VIEs⁽²⁾		-		506,061		-		(506,061	)		-
Other assets		660,149		758,191		5,163		(413,339	)		1,010,164
Total assets		1,639,015		2,334,886		513,340		(2,096,293	)		2,390,948
Liabilities
Accounts and notes payable		863		516,989		26		-			517,878
Accrued expenses and other liabilities		4,608		199,699		5,853		-			210,160
Amounts due to Group companies⁽¹⁾		106,881		642,518		94		(749,493	)		-
Other liabilities		-		130,645		1,305		(1,304	)		130,646
Total Liabilities		112,352		1,489,851		7,278		(750,797	)		858,684
Total equity attributable to shareholders of the Company		1,526,663		839,435		506,061		(1,345,496	)		1,526,663
Non-controlling interests		-		5,601		-		-			5,601
Total shareholders’ equity		1,526,663		845,036		506,061		(1,345,496	)		1,532,264
Total liabilities and shareholders’ equity		1,639,015		2,334,887		513,339		(2,096,293	)		2,390,948

	For the Year Ended December 31, 2024
	The Company		Equity Subsidiaries and Primary Beneficiaries of VIEs and their Subsidiaries		VIEs and their Subsidiaries		Eliminations			Consolidated
	(RMB in thousands)
Assets
Current assets
Cash and cash equivalents		164,583		854,426		7,179		—			1,026,188
Short-term investments		—		72,500		—		—			72,500
Accounts receivable from third parties		—		24,043		62		—			24,105
Accounts receivable from a related party		—		591,221		—		—			591,221
Inventories		—		112,257		68		—			112,325
Amounts due from Group companies⁽¹⁾		542,635		—		498,455		(1,041,090	)		—
Investments in subsidiaries⁽²⁾⁽⁴⁾		696,911		—		—		(696,911	)		—
Investments in VIEs⁽²⁾		—		506,482		—		(506,482	)		—
Other assets		132,063		620,860		6,438		—			759,361
Total assets		1,536,192		2,781,789		512,202		(2,244,483	)		2,585,700
Liabilities
Accounts and notes payable		—		767,831		4,320		—			772,151
Accrued expenses and other liabilities		3,254		218,820		1,046		(40,501	)		182,619
Amounts due to Group companies⁽¹⁾		88,497		911,880		168		(1,000,545	)		—
Other liabilities		—		180,987		186		—			181,173
Total Liabilities		91,751		2,079,518		5,720		(1,041,046	)		1,135,943
Total equity attributable to shareholders of the Company ⁽⁴⁾		1,444,441		695,720		506,482		(1,202,202	)		1,444,441
Non-controlling interests		—		6,551		—		(1,235	)		5,316
Total shareholders’ equity		1,444,441		702,271		506,482		(1,203,437	)		1,449,757
Total liabilities and shareholders’ equity		1,536,192		2,781,789		512,202		(2,244,483	)		2,585,700

	For the Year Ended December 31, 2023
	The Company		Equity Subsidiaries and Primary Beneficiaries of VIEs and their Subsidiaries		VIEs and their Subsidiaries			Eliminations			Consolidated
	(RMB in thousands)
Assets
Current assets
Cash and cash equivalents		13,343		193,034		28			—			206,405
Short-term investments		—		18,505		—			—			18,505
Accounts receivable from third parties		—		36,836		—			—			36,836
Accounts receivable from a related party		—		4,365		—			—			4,365
Inventories		—		109,223		48,794			(714	)		157,303
Amounts due from Group companies⁽¹⁾		640,828		797,159		—			(1,437,987	)		—
Investments in subsidiaries⁽²⁾		660,932		—		—			(660,932	)		—
Investments in VIEs⁽²⁾		—		578,818		—			(578,818	)		—
Other assets		122,529		533,737		42,604			—			698,870
Assets held for sale		—		—		2,266,196			(634,092	)		1,632,104
Total assets		1,437,632		2,271,677		2,357,622			(3,312,543	)		2,754,388
Liabilities
Accounts and notes payable		—		317,454		—			—			317,454
Accrued expenses and other liabilities		3,396		123,504		43,914			—			170,814
Amounts due to Group companies⁽¹⁾		85,703		984,000		—			(1,069,703	)		—
Other liabilities		—		181,784		14,971			—			196,755
Liabilities held for sale		—		—		1,728,171			(1,002,443	)		725,728
Total Liabilities		89,099		1,606,742		1,787,056			(2,072,146	)		1,410,751
Total equity attributable to shareholders of the Company		1,348,533		660,932		578,818			(1,240,397	)		1,347,886
Non-controlling interests		—		4,003		(8,252	)		—			(4,249	)
Total shareholders’ equity		1,348,533		664,935		570,566			(1,240,397	)		1,343,637
Total liabilities and shareholders’ equity		1,437,632		2,271,677		2,357,622			(3,312,543	)		2,754,388

Notes:

(1)	It represents the elimination of inter-company balances among the Company, the VIEs and our subsidiaries.
(2)	It represents the elimination of the investment in VIEs and subsidiaries by the Company.
(3)	Certain adjustments were made retrospectively in the selected condensed consolidated financial data for the years ended December 31, 2023 and 2024 to reallocate the transactions pertaining to discontinued operations and reflect the corresponding effects more properly in the consolidating schedule.

Selected Condensed Consolidated Cash Flow Data

	For the Year Ended December 31, 2025
	The Company			Equity Subsidiaries and Primary Beneficiaries of VIEs and their Subsidiaries			VIEs and their Subsidiaries			Eliminations			Consolidated
	(RMB in thousands)
Sales of goods and services to Group companies⁽¹⁾		-			11			1,528			(1,539	)		-
Purchases of goods and services from Group companies⁽¹⁾		-			(1,528	)		(11	)		1,539			-
Other operating activities		111,820			29,002			1,503			12,313			154,638
Net cash provided by continuing operating activities		111,820			27,485			3,020			12,313			154,638
Receipts from repayment of advances by Group companies		-			762,936			980,000			(1,742,936	)		-
Other investing activities		(122,020	)		(110,844	)		-			-			(232,864	)
Net cash provided by/(used in) investing activities		(122,020	)		652,092			980,000			(1,742,936	)		(232,864	)
Repayment for advances from Group companies		(106,936	)		(980,000	)		(656,000	)		1,742,936			-
Other financing activities		(41,615	)		(63,905	)		-			-			(105,520	)
Net cash used in financing activities		(148,551	)		(1,043,905	)		(656,000	)		1,742,936			(105,520	)
Effect of exchanges rates on cash and cash equivalents		(2,914	)		2,523			-			(12,313	)		(12,704	)
Net increase in cash and cash equivalents		(161,665	)		(361,805	)		327,020			-			(196,450	)
Cash and cash equivalents and restricted cash at beginning of year		164,583			995,718			7,179			-			1,167,480
Cash and cash equivalents and restricted cash at end of year		2,918			633,913			334,199			-			971,030

	For the Year Ended December 31, 2024
	The Company			Equity Subsidiaries and Primary Beneficiaries of VIEs and their Subsidiaries			VIEs and their Subsidiaries			Eliminations			Consolidated
	(RMB in thousands)
Sales of goods and services to Group companies⁽¹⁾		—			588,081			102,924			(691,005	)		—
Purchases of goods and services from Group companies⁽¹⁾		—			(102,924	)		(588,081	)		691,005			—
Other operating activities		274,797			185,005			121,193			—			580,995
Net cash provided by/(used in) continuing operating activities		274,797			670,162			(363,964	)		—			580,995
Net cash provided by discontinued operating activities		—			—			135,033			—			135,033
Net cash (used in)/provided by operating activities		274,797			670,162			(228,931	)		—			716,028
Loans to Group companies		(56,973	)		—			—			56,973			—
Repayment of loans from Group companies		288,794			164,043			—			(452,837	)		—
Receipts from repayment of advances by Group companies		—			464,180			556,535			(1,020,715	)		—
Other investing activities		(290,757	)		(11,055	)		—			—			(301,812	)
Net cash provided by/(used in) continuing investing activities		(58,936	)		617,167			556,535			(1,416,579	)		(301,812	)
Net cash provided by discontinued investing activities		—			—			136,918			—			136,918
Net cash provided by/(used in) investing activities		(58,936	)		617,167			693,453			(1,416,579	)		(164,894	)
Repayment for advances from Group companies		(78,617	)		(556,536	)		(385,563	)		1,020,716			—
Repayment for loans from Group companies		—			—			(452,836	)		452,836			—
Borrowings under loans from Group companies		—			56,973			—			(56,973	)		—
Other financing activities		(4,173	)		(485	)		—			—			(4,658	)
Net cash used in continuing financing activities		(82,790	)		(500,048	)		(838,399	)		1,416,579			(4,658	)
Net cash used in discontinued financing activities		—			—			(30,000	)		—			(30,000	)
Net cash used in financing activities		(82,790	)		(500,048	)		(868,399	)		1,416,579			(34,658	)
Effect of exchanges rates on cash and cash equivalents		18,169			(3,520	)		—			—			14,649
Net increase in cash and cash equivalents		151,240			783,762			(403,877	)		—			531,125
Cash and cash equivalents and restricted cash at beginning of year		13,343			211,956			411,056			—			636,355
Cash and cash equivalents and restricted cash at end of year		164,583			995,718			7,179			—			1,167,480

For the Year Ended December 31, 2023

The

Company

Equity

Subsidiaries

and Primary

Beneficiaries

of VIEs and

their

Subsidiaries

VIEs and

their

Subsidiaries

Eliminations

Consolidated

(RMB in thousands)

Sales of goods and services to Group companies⁽¹⁾