Securities registered or to be registered pursuant to Section
12(b) of the Act:
* Not for trading, but only
in connection with the listing on The Nasdaq Stock Market LLC of the American depositary shares (“ADSs”).
Securities registered or to be registered pursuant to Section
12(g) of the Act:
Indicate the number of outstanding shares
of each of the Issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
981,740,848
Class A common shares, par value US$0.00001 per share, and 288,182,976 Class B common shares, par value US$0.00001 per share, were
outstanding as of December 31, 2018.
Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
If this report is an annual or transition
report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
Indicate by check mark whether the registrant:
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large
accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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 13(a)
of the Exchange 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.
Indicate by check mark which basis of accounting
the registrant has used to prepare the financial statements included in this filing:
If “Other” has been checked
in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
If this is an annual report, indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
(APPLICABLE ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant
has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent
to the distribution of securities under a plan confirmed by a court.
Unless otherwise indicated and except where
the context otherwise requires, references in this annual report on Form 20-F to:
We present our financial results in RMB.
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. The PRC government imposes control over its foreign currency reserves in
part through direct regulation of the conversion of RMB into foreign exchange and through restrictions on foreign trade. This annual
report contains translations of certain foreign currency amounts into U.S. dollars for the convenience of the reader. Unless otherwise
stated, all translations of Renminbi into U.S. dollars were made at the rate at RMB6.8755 to US$1.00, the exchange rate as set
forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System in effect as of December 31,
2018.
This annual report contains forward-looking
statements that involve risks and uncertainties. All statements other than statements of historical facts are forward-looking statements.
These forward-looking statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation
Reform Act of 1995. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual
results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.
You can identify these forward-looking statements
by words or phrases such as “may,” “will,” “expect,” “is expected to,” “anticipate,”
“aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely
to” 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, but are not limited to, statements about:
You should thoroughly read this annual report
and the documents that we refer to herein with the understanding that our actual future results may be materially different from
and/or worse than what we expect. Other sections of this annual report, including the Risk Factors and Operating and Financial
Review and Prospects sections, discuss factors which could adversely impact our business and financial performance. Moreover, we
operate in an evolving environment. New risk factors emerge from time to time and it is not possible 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 materially from those contained in any forward-looking statements. We qualify all
of our forward-looking statements by these cautionary statements.
You should not rely upon forward-looking
statements we make as predictions of future events. The forward-looking statements made in this annual report relate only to events
or information as of the date on which the statements are made in this annual report. We undertake no obligation to update or revise
any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable
law.
PART
I
|
ITEM 1.
|
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
|
Not applicable.
|
ITEM 2.
|
OFFER STATISTICS AND EXPECTED TIMETABLE
|
Not applicable.
A. Selected Financial Data
The following table presents the selected
consolidated financial information for our company. The selected consolidated statements of operations data for the three years
ended December 31, 2016, 2017 and 2018 and the consolidated balance sheet data as of December 31, 2017 and 2018 have been derived
from our audited consolidated financial statements, which are included in this annual report beginning on page F-1. Our selected
consolidated statements of operation data for the years ended December 31, 2014 and 2015 and our consolidated balance sheet data
as of December 31, 2014, 2015 and 2016 have been derived from our consolidated financial statements not included in this annual
report. Beginning in 2018, we changed our revenues presentation to live streaming and others (which mainly represent revenues from
online games, memberships and other revenues). As a result, we also retrospectively changed the revenue presentation for the years
ended December 31, 2014, 2015, 2016 and 2017. Our consolidated financial statements are prepared and presented in accordance with
accounting principles generally accepted in the United States, or U.S. GAAP. Our historical results for any period are not necessarily
indicative of results to be expected for any future period. You should read the following selected financial information in conjunction
with the consolidated financial statements and related notes and the information under “Item 5. Operating and Financial Review
and Prospects” included elsewhere in this annual report.
|
|
For the Year Ended December 31,
|
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
US$
|
|
|
|
(All amounts in thousands, except share, ADS, per share and per ADS data)
|
|
Selected Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Revenues
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Live streaming
|
|
|
2,475,379
|
|
|
|
4,539,857
|
|
|
|
7,027,227
|
|
|
|
10,670,954
|
|
|
|
14,877,667
|
|
|
|
2,163,867
|
|
Others
|
|
|
1,202,989
|
|
|
|
1,357,392
|
|
|
|
1,176,823
|
|
|
|
923,838
|
|
|
|
885,890
|
|
|
|
128,847
|
|
Total net revenues
|
|
|
3,678,368
|
|
|
|
5,897,249
|
|
|
|
8,204,050
|
|
|
|
11,594,792
|
|
|
|
15,763,557
|
|
|
|
2,292,714
|
|
Cost of revenues
(2)
|
|
|
(1,849,149
|
)
|
|
|
(3,579,744
|
)
|
|
|
(5,103,430
|
)
|
|
|
(7,026,402
|
)
|
|
|
(10,017,134
|
)
|
|
|
(1,456,932
|
)
|
Gross profit
|
|
|
1,829,219
|
|
|
|
2,317,505
|
|
|
|
3,100,620
|
|
|
|
4,568,390
|
|
|
|
5,746,423
|
|
|
|
835,782
|
|
Operating expenses:
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development expenses
|
|
|
(431,188
|
)
|
|
|
(548,799
|
)
|
|
|
(675,230
|
)
|
|
|
(781,886
|
)
|
|
|
(1,192,052
|
)
|
|
|
(173,377
|
)
|
Sales and marketing expenses
|
|
|
(102,527
|
)
|
|
|
(312,870
|
)
|
|
|
(387,268
|
)
|
|
|
(691,281
|
)
|
|
|
(1,149,316
|
)
|
|
|
(167,161
|
)
|
General and administrative expenses
|
|
|
(223,019
|
)
|
|
|
(358,474
|
)
|
|
|
(482,437
|
)
|
|
|
(544,641
|
)
|
|
|
(883,225
|
)
|
|
|
(128,460
|
)
|
Goodwill impairment
|
|
|
-
|
|
|
|
(310,124
|
)
|
|
|
(17,665
|
)
|
|
|
(2,527
|
)
|
|
|
-
|
|
|
|
-
|
|
Fair value change of contingent consideration
|
|
|
-
|
|
|
|
292,471
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total operating expenses
|
|
|
(756,734
|
)
|
|
|
(1,237,796
|
)
|
|
|
(1,562,600
|
)
|
|
|
(2,020,335
|
)
|
|
|
(3,224,593
|
)
|
|
|
(468,998
|
)
|
Gain on deconsolidation and disposal of subsidiaries
|
|
|
-
|
|
|
|
-
|
|
|
|
103,960
|
|
|
|
37,989
|
|
|
|
-
|
|
|
|
-
|
|
Operating income
|
|
|
1,078,804
|
|
|
|
1,162,009
|
|
|
|
1,771,484
|
|
|
|
2,699,231
|
|
|
|
2,639,690
|
|
|
|
383,926
|
|
Fair value loss on derivative liabilities
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,285,223
|
)
|
|
|
(332,372
|
)
|
Gain on fair value changes of investments
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,689,404
|
|
|
|
245,714
|
|
Income before income tax expenses
|
|
|
1,214,480
|
|
|
|
1,162,512
|
|
|
|
1,783,811
|
|
|
|
2,891,178
|
|
|
|
2,534,471
|
|
|
|
368,623
|
|
Net income attributable to common shareholders of the Company
|
|
|
1,064,472
|
|
|
|
1,033,243
|
|
|
|
1,523,918
|
|
|
|
2,493,235
|
|
|
|
1,641,958
|
|
|
|
238,812
|
|
Weighted average number of ADS used in calculating net income per ADS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
57,657,035
|
|
|
|
56,259,499
|
|
|
|
56,367,166
|
|
|
|
59,323,007
|
|
|
|
64,042,390
|
|
|
|
64,042,390
|
|
Diluted
|
|
|
59,927,174
|
|
|
|
57,541,558
|
|
|
|
60,805,566
|
|
|
|
60,831,887
|
|
|
|
64,704,470
|
|
|
|
64,704,470
|
|
Net income per ADS
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
18.46
|
|
|
|
18.37
|
|
|
|
27.04
|
|
|
|
42.03
|
|
|
|
25.64
|
|
|
|
3.73
|
|
Diluted
|
|
|
17.76
|
|
|
|
17.96
|
|
|
|
26.40
|
|
|
|
41.33
|
|
|
|
25.38
|
|
|
|
3.69
|
|
Weighted average number of common shares used in calculating net income per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
1,153,140,699
|
|
|
|
1,125,189,978
|
|
|
|
1,127,343,312
|
|
|
|
1,186,460,144
|
|
|
|
1,280,847,795
|
|
|
|
1,280,847,795
|
|
Diluted
|
|
|
1,198,543,473
|
|
|
|
1,150,831,163
|
|
|
|
1,216,111,329
|
|
|
|
1,216,637,741
|
|
|
|
1,294,089,406
|
|
|
|
1,294,089,406
|
|
Net income per common share
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
0.92
|
|
|
|
0.92
|
|
|
|
1.35
|
|
|
|
2.10
|
|
|
|
1.28
|
|
|
|
0.19
|
|
Diluted
|
|
|
0.89
|
|
|
|
0.90
|
|
|
|
1.32
|
|
|
|
2.07
|
|
|
|
1.27
|
|
|
|
0.18
|
|
Notes:
|
(1)
|
From January 1, 2018, revenue presentation has been changed to live streaming and others. We also have retrospectively
changed the revenue presentation for the years ended December 31, 2014, 2015, 2016 and 2017.
|
|
(2)
|
Share-based compensation was allocated in cost of revenues and operating expenses as follows:
|
|
|
For the Year Ended December 31,
|
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
US$
|
|
|
|
(in thousands)
|
|
Cost of revenues
|
|
|
18,037
|
|
|
|
23,963
|
|
|
|
15,894
|
|
|
|
42,759
|
|
|
|
74,339
|
|
|
|
10,812
|
|
Research and development expenses
|
|
|
54,141
|
|
|
|
70,951
|
|
|
|
78,816
|
|
|
|
122,348
|
|
|
|
225,173
|
|
|
|
32,750
|
|
Sales and marketing expenses
|
|
|
2,807
|
|
|
|
3,283
|
|
|
|
3,107
|
|
|
|
4,417
|
|
|
|
5,723
|
|
|
|
832
|
|
General and administrative expenses
|
|
|
59,647
|
|
|
|
87,175
|
|
|
|
59,469
|
|
|
|
88,137
|
|
|
|
342,790
|
|
|
|
49,857
|
|
Total
|
|
|
134,632
|
|
|
|
185,372
|
|
|
|
157,286
|
|
|
|
257,661
|
|
|
|
648,025
|
|
|
|
94,251
|
|
|
(3)
|
Each ADS represents 20 Class A common shares.
|
The following table presents our selected
consolidated balance sheet data as of December 31, 2014, 2015, 2016, 2017 and 2018.
|
|
As of December 31,
|
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
US$
|
|
|
|
(in thousands)
|
|
Selected Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
475,028
|
|
|
|
928,934
|
|
|
|
1,579,743
|
|
|
|
2,617,432
|
|
|
|
6,004,231
|
|
|
|
873,279
|
|
Short-term deposits
|
|
|
4,214,576
|
|
|
|
1,894,946
|
|
|
|
3,751,519
|
|
|
|
6,000,104
|
|
|
|
7,326,996
|
|
|
|
1,065,667
|
|
Restricted short-term deposits
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,000,000
|
|
|
|
-
|
|
|
|
-
|
|
Short-term investments
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
124,550
|
|
|
|
979,053
|
|
|
|
142,397
|
|
Goodwill
|
|
|
300,382
|
|
|
|
151,638
|
|
|
|
14,300
|
|
|
|
11,716
|
|
|
|
11,763
|
|
|
|
1,711
|
|
Total assets*
|
|
|
6,820,519
|
|
|
|
7,302,754
|
|
|
|
9,785,792
|
|
|
|
14,458,719
|
|
|
|
25,768,045
|
|
|
|
3,747,805
|
|
Convertible bonds (current)**
|
|
|
-
|
|
|
|
-
|
|
|
|
2,768,469
|
|
|
|
-
|
|
|
|
6,863
|
|
|
|
998
|
|
Total current liabilities
|
|
|
1,090,558
|
|
|
|
1,384,414
|
|
|
|
4,690,448
|
|
|
|
3,145,799
|
|
|
|
3,853,026
|
|
|
|
560,399
|
|
Convertible bonds (non-current)
|
|
|
2,405,705
|
|
|
|
2,572,119
|
|
|
|
-
|
|
|
|
6,536
|
|
|
|
-
|
|
|
|
-
|
|
Mezzanine equity
|
|
|
-
|
|
|
|
61,833
|
|
|
|
9,272
|
|
|
|
524,997
|
|
|
|
418,673
|
|
|
|
60,893
|
|
Class A common shares (US$0.00001 par value; 10,000,000,000 shares authorized, 706,173,568, 728,227,848, 750,115,028, 945,245,908 and 981,740,848 shares issued and outstanding as of December 31, 2014, 2015, 2016, 2017 and 2018, respectively)
|
|
|
43
|
|
|
|
43
|
|
|
|
44
|
|
|
|
57
|
|
|
|
59
|
|
|
|
9
|
|
Class B common shares (US$0.00001 par value; 1,000,000,000 shares authorized, 427,352,696, 369,557,976 , 359,557,976, 317,982,976 and 288,182,976 shares issued and outstanding as of December 31, 2014, 2015, 2016, 2017 and 2018, respectively)
|
|
|
30
|
|
|
|
27
|
|
|
|
26
|
|
|
|
23
|
|
|
|
21
|
|
|
|
3
|
|
Retained earnings
|
|
|
173,963
|
|
|
|
1,207,168
|
|
|
|
2,728,736
|
|
|
|
5,218,110
|
|
|
|
6,913,469
|
|
|
|
1,005,522
|
|
Total shareholders’ equity
|
|
|
3,090,164
|
|
|
|
3,246,819
|
|
|
|
5,052,555
|
|
|
|
10,712,859
|
|
|
|
21,377,131
|
|
|
|
3,109,174
|
|
Notes:
|
*
|
Effective January 2016, ASU 2015-3 issued by FASB
requires entities to present the issuance costs of bonds in the balance sheet as a direct deduction from the related bonds rather
than assets. Accordingly, we retrospectively reclassified RMB42.3 million and RMB25.3 million of issuance cost of bonds from other
non-current assets into convertible bonds as of December 31, 2014 and December 31, 2015, respectively.
|
|
**
|
Convertible bonds classified in current liabilities represent convertible senior notes which may be redeemed within one year.
|
B. Capitalization and Indebtedness
Not applicable.
C. Reasons for the Offer and Use of
Proceeds
Not applicable.
D. Risk Factors
An investment in our capital stock involves
a high degree of risk. You should carefully consider the risks described below, together with all of the other information included
in this annual report, before making an investment decision. If any of the following risks actually occurs, our business, financial
condition or results of operations could suffer. In that case, the trading price of our capital stock could decline, and you may
lose all or part of your investment.
Risks Related to Our Business and Industry
Our business is based on a relatively
new business model in a relatively new market in which user demand may change or decrease substantially.
Many of the elements of our business are
unique, evolving and relatively unproven. The markets for our technology, especially our live streaming technology, and products
and services are relatively new and rapidly developing and are subject to significant challenges. Our business plan relies heavily
upon increased revenues from our live streaming services and our ability to successfully monetize our user base and products and
services, and we may not succeed in any of these respects.
As the online live streaming industry in
China is relatively young and untested, there are few proven methods of projecting user demand or available industry standards
on which we can rely. Furthermore, some of our current monetization methods are in a relatively preliminary stage. For example,
if we fail to properly manage the supply and timing of our in-game virtual items and the appropriate price points for these products
and services, our users may be less likely to purchase in-game virtual items from us. For non-game virtual items, we consider industry
standards and expected user demand in determining how to most effectively optimize virtual item merchandizing. We cannot assure
you that our attempts to monetize our user base and products and services will continue to be successful, profitable or widely
accepted, and therefore the future revenue and income potential of our business are difficult to evaluate.
If we fail to effectively manage
our growth or implement our business strategies, our business and results of operations may be materially and adversely affected.
We have experienced a period of significant
rapid growth and expansion that has placed, and continues to place, significant strain on our management and resources. We cannot
assure you that this level of significant growth will be sustainable or achieved at all in the future. We believe that our continued
growth will depend on our ability to develop new sources of revenue, increase monetization, attract new users, retain and expand
paying users, encourage additional purchases by our paying users, continue developing innovative products, services and technologies
in response to user demand, increase brand awareness through marketing and promotional activities, react to changes in user access
to and use of the internet, expand into new market segments, integrate new devices, platforms and operating systems, develop new
advertising and promotion methods, attract new advertisers and retain existing advertisers and take advantage of any growth in
the relevant markets. We cannot assure you that we will achieve any of the above or achieve any of the above in a cost-effective
manner.
To manage our growth and maintain profitability,
we anticipate that we will need to continue to implement, from time to time, a variety of new and upgraded operational and financial
systems, procedures and controls on an as-needed basis. We will also need to further expand, train, manage and motivate our workforce
and manage our relationships with users, performers, third party game developers, advertisers media platforms and other business
partners. All of these endeavors involve risks and will require substantial management efforts and skills and significant additional
expenditures. We cannot assure you that we will be able to effectively manage our growth or implement our future business strategies,
and failure to do so may materially and adversely affect our business and results of operations.
We cannot guarantee that we will be able
to successfully carry out our overseas expansion strategy. We will face certain risks inherent in doing business internationally,
including but not limited to: difficulties in developing, staffing and simultaneously managing a foreign operation as a result
of distance, language and cultural differences; challenges in formulating effective local sales and marketing strategies targeting
users from various jurisdictions and cultures, who have a diverse range of preferences and demands; challenges in identifying appropriate
local business partners and establishing and maintaining good working relationships with them; dependence on local platforms in
marketing our international products and services overseas; challenges in selecting suitable geographical regions for international
business; political or social unrest or economic instability; compliance with applicable foreign laws and regulations and unexpected
changes in laws or regulations; exposure to different tax jurisdictions that may subject us to greater fluctuations in our effective
tax rate and potentially adverse tax consequences; and increased costs associated with doing business in foreign jurisdictions.
We are a relatively young company,
and you should consider our prospects in light of the risks and uncertainties which early-stage companies in evolving industries
in China with limited operating histories may be exposed to or encounter, including possible volatility in the trading prices of
our ADSs.
We expect that we will continue to incur
significant costs and expenses in many aspects of our business, such as sales and marketing expenses to acquire users and raise
our brand awareness, as well as research and development costs to update existing services and launch new services and rising bandwidth
costs to support our video function, grow our user base and generally expand our business operations. We have been profitable since
2012 and achieved accumulated profitability since 2014, but we may not generate sufficient revenues to offset such costs to achieve
or sustain profitability in the future. In addition, we expect to continue to invest heavily in our operations to maintain our
current market position, support our anticipated future growth and meet our expanded reporting and compliance obligations as a
public company.
Our profitability is also affected by other
factors beyond our control. The continued success of our business depends on our ability to identify which services will appeal
to our user base and to offer such services on commercially acceptable terms. Our ability to finance our planned expansion also
depends in part on our ability to convert active users into paying users and increase the average revenue per paying user, or ARPU,
and successfully compete in a very competitive market.
We have a limited operating history. We
introduced YY Client in July 2008 and have experienced a high growth rate since then. As a result of our relatively short history,
our historical results of operations may not provide a meaningful basis for evaluating our business, financial performance and
future prospects. We may not be able to achieve similar growth rates in future periods. Accordingly, you should not rely on our
results of operations for any prior periods as an indication of our future performance. We may again incur net losses in the future
and you should consider our prospects in light of the risks and uncertainties which early-stage companies in evolving industries
in China with limited operating histories such as ours may be exposed to or encounter, including risks associated with being a
public company with business operations located mainly in China. See “—Risks Related to Our ADSs—The trading
prices of our ADSs are likely to be volatile, which could result in substantial losses to investors.”
Our business is heavily dependent
on revenues from live streaming services. If our live streaming revenue declines in the future, our results of operations may be
materially and adversely affected.
Historically, a substantial majority of
our revenues are from live streaming service, online games, and membership subscription fees. In the year ended December 31, 2018,
revenues from live streaming constituted 94.4% of our total net revenue. We expect that our business will continue to be dependent
on revenues from live streaming services in the future. Any decline in live streaming revenues may materially and adversely affect
our results of operations. See “—The revenue model for each of our live streaming and our membership program may not
remain effective, which may affect our ability to retain existing users and attract new users and materially and adversely affect
our business, financial condition and results of operations.”
We may be held liable for information
or content displayed on, retrieved from or linked to our platforms, or distributed to our users, and PRC or foreign authorities
may impose legal sanctions on us, including, in serious cases, suspending or revoking the licenses necessary to operate our platforms.
Our live streaming platforms enable
users to exchange information, generate and distribute content, advertise products and services, conduct business and engage
in various other online activities. However, because a majority of the communications on our platforms is conducted in real
time, we are unable to verify the sources of all information posted thereon or examine the content generated by users before
they are posted. Therefore, it is possible that users may engage in illegal, obscene or incendiary conversations or
activities, including the publishing of inappropriate or illegal content that may be deemed unlawful under PRC laws and
regulations on our platforms. These issues exist on YY Live App, Huya App, YY Client, YY.com, Huya.com, Duowan.com,
100.com
and our other websites and mobile applications, including the products of
Bigo Inc., or Bigo, which we recently acquired. If any content on our platforms is deemed illegal, obscene or incendiary, or
if appropriate licenses and third party consents have not been obtained, claims may be brought against us for defamation,
libel, negligence, copyright, patent or trademark infringement, other unlawful activities or other theories and claims based
on the nature and content of the information delivered on or otherwise accessed through our platforms. For example, we have
occasionally received fines for certain inappropriate materials placed by third parties on our platforms, and may be subject
to similar fines and penalties in the future. In April 2019, Bilin, a mobile instant communication application of ours that
contributed an insignificant portion of our total revenues, in accordance with the requirements of the Office of the
Cyberspace Affairs Commission, temporarily ceased its services and is rectifying proactively. We
also may face liability for copyright or trademark infringement, fraud, and other claims based on the nature and content of
the materials that are delivered, shared or otherwise accessed through or published on our platforms. Defending any such
actions could be costly and involve significant time and attention of our management and other resources. In addition, if
they find that we have not adequately managed the content on our platforms, PRC authorities may impose legal sanctions on us,
including, in serious cases, suspending or revoking the licenses necessary to operate our platforms. See “Item 4.
Information on the Company—B. Business Overview—PRC Regulation—Information Security and Censorship”
and “Item 4. Information on the Company—B. Business Overview—PRC Regulation—Intellectual Property
Rights.”
The revenue model for each of our
live streaming and our membership program may not remain effective, which may affect our ability to retain existing users and attract
new users and materially and adversely affect our business, financial condition and results of operations.
We operate our live streaming platforms
using a virtual items-based revenue model whereby users can listen to music and access other forms of entertainment, participate
in or watch online shows, watch shows that deliver financial news and information, and get access to the live streaming of different
game plays for free, and have the option of purchasing in-channel virtual items. We have generated, and expect to continue to generate,
a substantial majority of our live streaming revenues using this revenue model. In 2018, revenues from live streaming contributed
94.4% of our total net revenues. Our live streaming business has experienced significant growth in recent years, but we cannot
assure you that we will continue to achieve a similar growth rate in the future, as the user demand for this service may change,
decrease substantially or dissipate, or we may fail to anticipate and serve user demands effectively.
We may not be able to continue to successfully
implement the virtual items-based revenue model for live streaming, as popular performers, channel owners, famous professional
game teams and commentators may leave our platforms and we may be unable to attract new talent that can attract users or cause
such users to increase the amount of time spent engaging and money spent on purchasing in-channel virtual items on our platforms.
In addition, certain content on our live streaming platforms, such as certain online games owned by or licensed to certain gaming
companies or publishers, may not continue to be available to our users for live streaming purposes. Failure to keep our users engaged
in the live streaming service may result in reducing average revenue per user and the number of paying users, which may adversely
affect our financial condition and results of operations.
Furthermore, under our current arrangements
with certain popular performers, channel owners, famous professional game teams and commentators, we share with them a portion
of the revenues we derive from the sales of in-channel virtual items on our live streaming platform. We also cooperate with popular
professional game teams and commentators to make their game plays available on our platforms by paying them fixed sponsorship fees.
In the future, the amount we pay to these performers, channel owners famous professional game teams and commentators may increase
or we may fail to reach mutually acceptable terms with these parties, which may adversely affect our revenues or cause these parties
to leave our platforms. In turn, this may affect the user and revenue growth in this business, which may materially and adversely
affect our financial condition and results of operations.
In addition, we have been a pioneer in offering
an online concert platform to music performers and YY users. We also continue to focus on the development of professionally-curated
user generated content, or PUGC, and professionally generated content, or PGC, as well as introduce more sports content on our
platforms. However, if our users decide to access live streaming content provided by our current or future competitors, our business,
financial condition and results of operations could be materially and adversely affected.
In our membership program, users pay a flat
monthly subscription fee in order to become members, and in exchange, we give them access to various privileges and enhanced features
on our channels, including additional video usage, priority entrance to certain live performances, and exclusive rights to access
VIP avatars, VIP ring-tones, VIP fonts and VIP emoticons. However, we may not be able to further build or maintain our membership
base in the future for various reasons—for example, if we fail to continue to provide innovative products and services that
are attractive to members, we may not be able to retain them and our business, financial condition and results of operations could
be adversely affected.
Our online education business
is a challenging business line, which may continuously require further investment, our profitability may be adversely affected
in the future.
Competition in the education market in China
is intense. Traditional offline education institutions and practitioners are still the mainstream that appeals to most students.
However, online education service providers have grown in number, size and popularity in the recent years, and are getting accepted
by more and more students. Many traditional offline education service providers are also trying to start their online business.
If we cannot provide services differentiated from these competitors, we may not attract or retain sufficient users and our financial
condition and results of operations could be adversely affected. In addition, our online education business is still in developing,
which may continuously require further investment, our profitability may be adversely affected in the future.
We have limited experience in
operating financing business, and increasing exposure to credit risks or significant deterioration in the asset quality of our
financing business may materially and adversely affect our business, financial condition, and results of operation.
In 2018, we started
to participate in the internet financing sector in China, which contributed insignificant portion of our total net revenues. We
have launched several internet financial service products. Operating and expanding in this emerging business sector involves new
risks and challenges. Our lack of familiarity with the internet financing sector may make it difficult for us to anticipate the
demands and preferences in the market and develop financial service products that meet the requirements and preferences.
Although the overall
default rate remained low, the risk of non-payment of loans is inherent in the internet financing business and we are subject to
credit risk resulting from defaults in payment for loans by our customers. Credit risks may be exacerbated in micro-credit financing
because there will be relatively limited information available about the credit histories of the borrowers. We cannot assure you
that our monitoring of credit risk issues and our efforts to mitigate credit risks through our credit assessment and risk management
policies are or will be sufficient to result in lower delinquencies. Furthermore, our ability to manage the quality of our loan
portfolio and the associated credit risks will have significant impact on the results of operations of our internet finance business.
Deterioration in the overall quality of loan portfolio and the increasing exposure to credit risks may occur due to a variety of
reasons, including factors beyond our control, such as a slowdown in the growth of the global or Chinese economies or a liquidity
or credit crisis in the global or Chinese finance sectors, which may materially and adversely affect our businesses, operations
or liquidity of our consumers or their ability to repay or roll over their debt. Any significant deterioration in the asset quality
of our internet finance business and significant increase in associated credit risks may materially and adversely affect our business,
financial condition and results of operations.
Meanwhile,
the regulatory framework for internet financing business is evolving and may remain uncertain for the foreseeable future. China’s
internet financing industry in general remains at a rather preliminary development stage and may not develop at the anticipated
growth rate. It is possible that the PRC laws and regulations may change in ways that do not favor our development. If that happens,
our internet financing business may be adversely affected.
In addition, we
used to conduct financing leasing business in 2018. Even though we have ceased the operations of such business for the avoidance
of potential risks arising from such business, we may still be exposed to credit risks due to existing lessees’ failure to
repay the outstanding amount due to us.
We generate a portion of our revenues
from online advertising. If we fail to attract more advertisers to our platforms or if advertisers are less willing to advertise
with us, our revenues may be adversely affected.
We generated a portion of our revenues from
online advertising. Although we have become less dependent upon online advertising revenues due to a shift in the majority of our
revenues from online advertising to live streaming service, our revenues still partly depend on the continual development of the
online advertising industry in China and advertisers’ allocation of budgets to internet advertising. In addition, companies
that decide to advertise or promote online may utilize more established methods or channels for online advertising, such as more
established Chinese internet portals or search engines, over advertising on our platforms. If the online advertising market size
does not increase from current levels, or if we are unable to capture and retain a sufficient share of that market, our ability
to maintain or increase our current level of online advertising revenues and our profitability and prospects could be adversely
affected.
We offer advertising services substantially
through contracts entered into with third party advertising agencies and by way of displaying advertisement on our websites and
platforms or providing promotion integrated in the programs, shows or other content offered on our live streaming platforms. We
cannot assure you that we will be able to retain existing direct advertisers or advertising agencies or attract new direct advertisers
and advertising agencies. Since our arrangements with third party advertising agencies typically involve one-year framework agreements,
these advertising arrangements may be easily amended or terminated without incurring liabilities. If we fail to retain existing
advertisers and advertising agencies or attract new direct advertisers and direct advertising agencies or any of our current advertising
methods or promotion activities becomes less effective, our business, financial condition and results of operations may be adversely
affected.
Our business is subject to a variety
of PRC and international laws, rules, policies and other obligations regarding data protection. Any losses or unauthorized access
to or releases of confidential information and personal data could subject us to significant reputational, financial, legal and
operational consequences.
Our business requires us to use and store
confidential information, including, among other things, personally identifiable information, or PII, with respect to our users
and employees. We are subject to PRC and international laws, as our overseas expansion evolves, relating to the collection, use,
retention, security and transfer of PII. In many cases, these laws not only apply to third-party transactions, but also may restrict
transfers of PII among us and our international subsidiaries. Several jurisdictions have passed laws in this area, and other jurisdictions
are considering imposing additional restrictions. These laws continue to develop and may vary from jurisdiction to jurisdiction.
Complying with emerging and changing international requirements may cause us to incur substantial costs or require us to change
our business practices. Non-compliance could result in significant penalties or legal liability. Foreign data protection, privacy,
and other laws and regulations can impose different obligations or be more restrictive than those in China. Regulatory authorities
around the world are considering a number of legislative and regulatory proposals concerning data protection. In addition, the
interpretation and application of consumer and data protection laws in the U.S., Europe and elsewhere are often uncertain. It is
possible that these laws may be interpreted and applied in a manner that is inconsistent with our data practices. These legislative
and regulatory proposals, if adopted, and such interpretations could, in addition to the possibility of fines, result in an order
requiring that we change our data practices, which could have an adverse effect on our business and results of operations. Complying
with these various laws could cause us to incur substantial costs or require us to change our business practices in a manner adverse
to our business.
Recent legal developments in Europe have
created compliance uncertainty regarding certain transfers of personal data. For example, the General Data Protection Regulation,
or GDPR, which came into application in the European Union, or EU, on May 25, 2018, applies to all of our activities conducted
from an establishment in the EU or related to products and services that we offer to EU users. The GDPR creates significant new
requirements regarding the protection of personal data and significantly increases the financial penalties for noncompliance. However,
in the absence of precedence and guidance from EU regulators, the application of GDPR to the provision of internet services remains
unsettled, and we may be considered incompliance with GDPR and thus be required to adopt additional measures in the future. If
we fail to comply with the requirements stipulated by GDPR in a timely manner, or at all, we may be subject to significant penalties
and fines, which may in turn adversely affect our business, reputation, financial condition and operating results.
In addition to the new requirements imposed
by GDPR, the privacy requirements and expectations created in the EU by GDPR are stricter than those in the China. These requirements
include rules restricting the flow of data across borders. These restrictions may cause companies to localize data, decline to
make use of services provided by our customers in China, and otherwise impact the use of our services. Furthermore, we may also
be subject to Information Technology Act 2000 of India, which primarily provided (i) civil liability to compensate for wrongful
loss or gain to any person arising from negligence in implementing and maintaining reasonable security practices and procedures
with respect to sensitive personal data or information that we possess, deal with or handle in our computer systems, networks,
databases and software, and (ii) criminal punishment if, in the course of performing a contract, a service provider discloses personal
information without the consent of the person concerned or in breach of a lawful contract and he or she does so with the intention
to cause, or knowing he or she is likely to cause, wrongful loss or wrongful gain. See “Item 4. Information on the Company—B.
Business Overview—Overseas Regulations—Regulations on Data Privacy and Protection”
We make statements about our use and disclosure
of PII through our privacy policy, information provided on our internet platform and press statements. Any failure by us to comply
with these public statements or with other domestic or international privacy-related or data protection laws and regulations could
result in proceedings against us by governmental entities or others. In addition to reputational impacts, penalties could include
ongoing audit requirements and significant legal liability. None of the data security measures can provide absolute security, and
losses or unauthorized access to or releases of confidential information, in particular PII, may still occur, which could materially
and adversely affect our reputation, financial condition and operating results.
From time to time, concerns may be expressed
about whether our products, services, or processes compromise the privacy of users, customers, and others. Concerns about our practices
with regard to the collection, use, disclosure, or security of PII or other privacy related matters, even if unfounded, could damage
our reputation and adversely affect our operating results. As our overseas expansion evolves, we may, from time to time, be subject
to data protection regulations from other jurisdictions, which may impose additional and more stringent requirements.
We have granted employee stock
options and other share-based awards in the past and are very likely to continue to do so in the future. We recognize share-based
compensation expenses in our consolidated statements of operations in accordance with the relevant rules under U.S. GAAP, which
have had and may continue to have a material and adverse effect on our results of operations.
We have granted share-based compensation
awards, including share options, restricted shares and restricted share units, to various employees, key personnel and other non-employees
to incentivize performance and align their interests with ours. Under our 2009 employee equity incentive scheme, or the 2009 Scheme,
we are authorized to grant options or restricted shares to purchase a maximum of 120,020,001 common shares. Under our 2011 share
incentive plan, or the 2011 Plan, we are authorized to grant options, restricted shares or restricted share units to purchase a
maximum of 43,000,000 common shares, plus an annual increase of 20,000,000 common shares on the first day of each fiscal year,
beginning from 2013, or such smaller number of Class A common shares as determined by our board of directors. As of April 15, 2019,
options to purchase 10,934,300 common shares, 41,179,601 restricted shares and 37,392,578 restricted share units were outstanding
under the 2009 Scheme and the 2011 Plan. In addition, our subsidiary, HUYA Inc. (NYSE: HUYA) adopted its 2017 share incentive plan,
or HUYA Amended and Restated 2017 Plan, in July 2017, which was amended and restated in March 2018. Under this HUYA Amended and
Restated 2017 Plan, HUYA Inc. is authorized to grant options, restricted shares and restricted share units to purchase or receive
a maximum of 28,394,117 HUYA Inc.’s class A ordinary shares. As of April 15, 2019, options to purchase 16,896,555 HUYA Inc.’s
class A ordinary shares and 4,267,885 HUYA Inc.’s restricted share units were outstanding. As a result of these grants and
potential future grants, we had incurred in the past and expect to continue to incur significant share-based compensation expenses
in the future. The amount of these expenses is based on the fair value of the share-based awards. We account for compensation costs
for certain share-based compensation awards granted in the past using a graded-vesting method and recognize expenses in our consolidated
statements of operations in accordance with the relevant rules under U.S. GAAP. The expenses associated with share-based compensation
materially increased our net losses or reduced our net income in the past, and may reduce our net income in the future. In addition,
any additional securities issued under share-based compensation schemes will dilute the ownership interests of our shareholders,
including holders of our ADSs. However, if we limit the scope of the share-based compensation schemes, we may not be able to attract
or retain key personnel who expect to be compensated by options, restricted shares or restricted share units.
The number of mobile active users
we have may fluctuate and we may fail to attract more paying users, which may materially and adversely affect our revenues growth,
results of operations and financial condition.
The number of our mobile average monthly
active users increased by 18.1% to 90.4 million for the three months ended December 31, 2018, compared to 76.5 million for the
three months ended December 31, 2017. However, the number of our mobile monthly active users may substantially fluctuate from time
to time. If we are unable to attract new users and retain them as active users and convert non-paying active users into paying
users, our revenues may fail to grow and our results of operations and financial condition may suffer.
We may not be able to keep our
users highly engaged, which may reduce our monetization opportunities and materially and adversely affect our revenues, profitability
and prospects.
Our success depends on our ability to maintain
and grow our user base and keep our users highly engaged. In order to attract and retain users and remain competitive, we must
continue to innovate our products and services, implement new technologies and functionalities and improve the features of our
platforms in order to entice users to use our products and services more frequently and for longer durations.
The internet industry is characterized by
constant changes, including rapid technological evolution, continual shifts in customer demands, frequent introductions of new
products and services and constant emergence of new industry standards and practices. Thus our success will depend, in part, on
our ability to respond to these changes on a cost-effective and timely basis; failure to do so may cause our user base to shrink
and user engagement level to decline and our results of operations would be materially and adversely affected. For example, our
plan to more broadly support mobile-live broadcasting across our live streaming platform and retain the ability to offer high quality
delivery of voice and video data may cause us to incur significant additional costs and may not succeed.
Due to the intensified competitions among
live streaming platforms, users may leave us for competitors’ platforms more quickly than in other online sectors. A decrease
in the number of active YY users may reduce the diversity and vibrancy of our platforms’ online ecosystem and affect our
user-generated channels, which may in turn reduce our monetization opportunities and have a material and adverse effect on our
business, financial condition and results of operations.
We cannot assure you that our platforms
will continue to be sufficiently popular with our users to offset the costs incurred to operate and expand it. User satisfaction
is particularly difficult to predict as internet users in China may not be familiar with the concept of a live streaming platform
such as ours which enable users to interact in live online group activities through voice, text and video. We have historically
relied on word of mouth referrals to increase user awareness of our products and services and to expand our user base. If we decide
to engage in more conventional advertising or marketing campaigns, our sales and marketing expenses will increase, which could
have an adverse effect on our results of operations. Failure to maintain or grow our user base in a cost-effective manner, or at
all, and keep our users highly engaged would materially and negatively affect our results of operations.
We face competition in several
major aspects of our business. If we fail to compete effectively, we may lose users and advertisers which could materially and
adversely affect our business, financial condition and results of operations.
We face competition in several major aspects
of our business, particularly from companies that provide live streaming services and online games. Some of our competitors may
have longer operating histories and significantly greater financial, technical and marketing resources than we do, and in turn
may have an advantage in attracting and retaining users and advertisers. In addition, competitors in some areas of our business
may have significantly larger user bases and more established brand names than we do and may be able to more effectively leverage
their user bases and brand names to provide live streaming, internet communication, online games and other products and services,
and thereby increase their respective market shares. We may also face potential competition from global live streaming service
providers that seek to enter the China market, whether independently or through the formation of alliances with, or acquisition
of, PRC domestic internet companies.
In relation to our live streaming business,
our competitors primarily include Momo, Tencent Music Entertainment, Kuaishou, Douyin, Huoshan, DouyuTV and other live streaming
platforms in China, and other short-form video and live streaming platforms in overseas such as TikTok and Live.me. We also compete
for online advertising revenues with other internet companies that sell online advertising services in China.
If we are not able to effectively compete
in any of our lines of business, our overall user base and level of user engagement may decrease, which could reduce our paying
users or make us less attractive to advertisers. We may be required to spend additional resources to further increase our brand
recognition and promote our products and services, and such additional spending could adversely affect our profitability. Furthermore,
if we are involved in disputes with any of our competitors that result in negative publicity to us, such disputes, regardless of
their veracity or outcome, may harm our reputation or brand image and in turn lead to reduced number of users and advertisers.
Any legal proceedings or measures we take in response to such disputes may be expensive, time-consuming and disruptive to our operations
and divert our management’s attention.
Our competitors may unilaterally decide
to adopt a wide range of measures targeted at us, including possibly designing their products to negatively impact our operations,
such as sending virus-like programs to attack elements of our platforms. Some competitors may also make their applications incompatible
with ours, effectively requiring users to either stop using our competitors’ products or uninstall our products, leading
to a reduction in our number of users. For example, in a widely publicized dispute between two of the largest companies providing
user-end software in China, one of the companies announced that it would disable its own software on computers that had installed
its rival’s products. As a result, a significant number of users stopped using products from either or both of these companies.
Due to the large number of internet users that were affected, the Ministry of Industry and Information Technology of China, or
the MIIT, ordered the parties to ensure the compatibility of the relevant products. Similar events may occur in the future between
our competitors and us, which may reduce our market share, negatively affect our brand and reputation, and materially and adversely
affect our business, financial condition and results of operations.
Spammers and malicious applications
may affect user experience, which could reduce our ability to attract users and advertisers and materially and adversely affect
our business, financial condition and results of operations.
Spammers may use YY to send targeted and
untargeted spam messages to users, which may affect user experience. As a result, our users may use our products and services less
or stop using them altogether. In spamming activities, spammers typically create multiple user accounts for the purpose of sending
spam messages. Although we attempt to identify and delete accounts created for spamming purposes, we may not be able to effectively
eliminate all spam messages from our platforms in a timely fashion. Any spamming activities could have a material and adverse effect
on our business, financial condition and results of operations.
We use third party services and
technologies in connection with our business, and any disruption to the provision of these services and technologies to us could
result in adverse publicity and a slowdown in the growth of our users, which could materially and adversely affect our business,
financial condition and results of operations.
Our business depends upon services provided
by, and relationships with, third parties. If we are unable to retain or attract popular talents such as performers, channel managers,
professional game players, commentators and hosts for our live streaming platform or if these talents cannot draw fans or participants,
our results of operations may be adversely affected. Also, if channel owners are unable to reach or maintain mutually satisfactory
cooperation arrangements with the performers on their channels on our live streaming platform, we may lose popular performers and
our business and operations may be adversely affected. Furthermore, if we are unable to obtain or retain rights to host popular
online games or popular in-game virtual items, or if we are required to share a bigger portion of our revenues with third party
game developers, we could be required to devote greater resources and time to obtain hosting rights for new games and applications
from other parties, and our results of operations may be impacted. In addition, some third party software we use in our operations
are currently publicly available without charge. If the owner of any such software decides to charge users or no longer makes the
software publicly available, we may need to incur significant cost to license the software, find replacement software or develop
it on our own. If we are unable to find or develop replacement software at a reasonable cost, or at all, our business and operations
may be adversely affected.
Some of the services offered by us run on
a complex network of servers located in and maintained by third party data centers throughout China and our overall network relies
on broadband connections provided by third party operators. We expect this dependence on third parties to continue. The networks
maintained and services provided by such third parties are vulnerable to damage or interruption, which could impact our results
of operations. See “—System failure, interruptions and downtime can result in adverse publicity for our products and
result in net revenue losses, a slowdown in the growth of our registered user accounts and a decrease in the number of our active
users. If any of these system disruptions occurs, our business, financial condition and results of operations may be materially
and adversely affected.”
Furthermore, we generate substantially all
of our online advertising revenues through agreements entered into with various third party advertising agencies that represent
advertisers. We do not have long-term cooperation agreements or exclusive arrangements with these agencies and they may elect to
direct business opportunities to other advertising service providers. If we fail to retain and enhance our business relationships
with these third party advertising agencies, we may suffer from a loss of advertisers and our business and results of operations
may be materially and adversely affected.
In addition, we sell a significant portion
of our products and services through third party online payment systems. If any of these third party online payment systems suffer
from security breaches, users may lose confidence in such payment systems and refrain from purchasing our virtual items online,
in which case our results of operations would be negatively impacted. See “—The security of operations of, and fees
charged by, third party online payment platforms may have a material adverse effect on our business and results of operations.”
We exercise no control over the third parties
with whom we have business arrangements. If such third parties increase their prices, fail to provide their services effectively,
terminate their service or agreements or discontinue their relationships with us, we could suffer service interruptions, reduced
revenues or increased costs, any of which may have a material adverse effect on our business, financial condition and results of
operations.
System failure, interruptions
and downtime can result in adverse publicity for our products and result in net revenue losses, a slowdown in the growth of our
registered user accounts and a decrease in the number of our active users. If any of these system disruptions occurs, our business,
financial condition and results of operations may be materially and adversely affected.
Although we seek to reduce the possibility
of disruptions or other outages, our services may be disrupted by problems with our own technology and system, such as malfunctions
in our software or other facilities and network overload. Our systems may be vulnerable to damage or interruption from telecommunication
failures, power loss, computer attacks or viruses, earthquakes, floods, fires, terrorist attacks and similar events. We have experienced
system failures. Those responsible were subsequently found guilty and penalized by the PRC courts and we have subsequently updated
our system to make it more difficult for similar attacks to succeed in the future, but we cannot assure you that there will be
no similar failures in the future. Parts of our system are not fully redundant, and our disaster recovery planning is not sufficient
for all eventualities. Despite any precaution we may take, the occurrence of a natural disaster or other unanticipated problems
at our hosting facilities could result in lengthy interruptions in the availability of our products and services. Any interruption
in the ability of our users to use our products and services could reduce our future revenues, harm our future profits, subject
us to regulatory scrutiny and lead users to seek alternative forms of online social interactions.
Our servers that process user payments experience
some downtime on a regular basis, which may negatively affect our brand and user perception of the reliability of our systems.
Any scheduled or unscheduled interruption in the ability of users to use our payment systems could result in an immediate, and
possibly substantial, loss of revenues.
Almost all internet access in China is maintained
through state-owned telecommunication operators under the control and supervision of the MIIT, and we use a limited number of telecommunication
service providers to provide us with data communications capacity through local telecommunications lines and internet data centers
to host our servers. Internet data centers in China are generally owned by telecommunication service providers with their own broadband
networks and are leased to various customers through third party agents. These third party agents negotiate the terms of the leases,
enter into lease agreements with end customers, handle customer interactions and manage the data centers on behalf of the data
center owners. In the past, we signed data center lease agreements with multiple third party agents. With the expansion of our
business, we may be required to purchase more bandwidth and upgrade our technology and infrastructure to keep up with the increasing
traffic on our websites and increasing user levels on our platforms overall. We cannot assure you that the telecommunications providers
whose networks we lease or the third party agents that operate our data centers would be able to accommodate all of our requests
for more bandwidth or upgraded infrastructure or network, or that the internet infrastructure and the fixed telecommunications
networks in China will be able to support the demands associated with the continued growth in our internet usage.
Our users may use our products or services
for critical transactions and communications, especially business communications. As a result, any system failures could result
in damage to such users’ businesses. These users could seek significant compensation from us for their losses. Even if unsuccessful,
this type of claim would likely be time consuming and costly for us to address.
We have limited control over the prices
of the services provided by telecommunication service providers and may have limited access to alternative networks or services.
If the prices we pay for telecommunications and internet services rise significantly, our results of operations may be materially
and adversely affected. Furthermore, if internet access fees or other charges to internet users increase, our user traffic may
decline and our business may be harmed.
The respective number of our registered
user accounts, active users and paying users may overstate the number of unique individuals who register to use our products and
services, log on to our platforms, purchase virtual items or other products and services on our platforms or access Duowan.com,
respectively, and may therefore lead to an inaccurate interpretation of our average revenue per paying user metric and of our business
operations by our management and by investors, and may affect advertisers’ decisions on the amount spent on advertising with
us.
Pursuant to the Provisions on Administration
over the Internet User Public Account Information Services, which was promulgated by the State Internet Information Office on September
7, 2017 and became effective on October 8, 2017, we have required all of our users who publish information via our platform to
provide the identity information and mobile phone number, but users who do not publish or release information via our platform
are not required or obligated to undergo real-name verification under the current valid regulation. Therefore we cannot and do
not track all the number of unique paying users. Instead, we track the number of registered user accounts, active users and paying
users. We calculate certain operating metrics in the following ways: (a) the number of registered user accounts is the cumulative
number of user accounts at the end of the relevant period that have logged onto our platforms at least once after registration,
(b) the number of active users is the cumulative number of user accounts at the end of the relevant period that have signed onto
our platforms at least once during the relevant period, and (c) the number of paying users is the cumulative number of registered
user accounts that have purchased virtual items or other products and services on our platforms at least once during the relevant
period. The actual number of unique individual users, however, is likely to be lower than that of registered user accounts, active
users and paying users, potentially significantly, for three primary reasons. First, each individual user may register more than
once and therefore have more than one account, and sign onto each of these accounts during a given period. For example, a user
may (a) create separate accounts for community and personal use and log onto each account at different times for different activities
or (b) if he or she lost his or her original username or password, he or she can simply register again and create an additional
account. Second, we experience irregular registration activities such as the creation of a significant number of improper user
accounts by a limited number of individuals, which may be in violation of our policies, including for the purpose of clogging our
network or posting spam to our channels. We believe that some of these accounts may also be created for specific purposes such
as to increase the number of votes for certain performers in various contests, but the number of registered user accounts, paying
users and active users do not exclude user accounts created for such purposes. We have limited ability to validate or confirm the
accuracy of information provided during the user registration process to ascertain whether a new user account created was actually
created by an existing user who is registering duplicative accounts. Thus, the respective number of our registered user accounts,
active users and paying users may overstate the number of unique individuals who register on our platforms, sign onto our platforms,
purchase virtual items or other products and services on our platforms and access Duowan.com, respectively which may lead to an
inaccurate interpretation of our average revenue per paying user metric.
In addition, we may be unable to track whether
we are successfully converting registered users or active users into paying users since we do not track the number of unique individuals
or operate our platforms on a real-name basis. If the growth in the number of our registered user accounts, active users or paying
users is lower than the actual growth in the number of unique individual registered, active or paying users, our user engagement
level, sales and our business may not grow as quickly as we expect, and advertisers may reduce the amount spent on advertising
with us, which may harm our business, financial condition and results of operations. In addition, such overstatement may cause
inaccurate evaluation of our business operations by our management and by investors, which may also materially and adversely affect
our business and results of operations.
If we are unable to continue to
successfully capture and retain the growing number of users that access internet services through mobile devices or successfully
monetize mobile users, our business, financial condition and results of operations may be materially and adversely affected.
An increasing number of users are accessing
our platforms through mobile devices, and we consider the rise of mobile-based business to be a general trend. We have been taking
measures to expand our success from PC-based products and services to the mobile platform. In 2010, we introduced Mobile YY, our
music and entertainment mobile application. In the second half of 2016, along with our transition into a live streaming platform,
we rebrand Mobile YY into YY Live APP, a mobile application for our YY Live platform. We also have introduced Huya APP, a mobile
application for our Huya platform. In addition, we have launched several other mobile applications over the years, including, among
others, Hago for casual game-oriented social network platform. Our mobile applications in aggregate, have contributed 64.0% of
the total revenue generated from our live streaming services in the fourth quarter of 2018, compared to 53.4% in the same period of
2017. We have also developed numerous mobile applications for other parts of our business. An important element of our strategy
is to continue to develop and enhance mobile applications to capture a greater share of the growing number of mobile users.
Nevertheless, since the user experience
and user habits on mobile devices are significantly different from those on PCs, there can be no assurance that we can succeed
in adapting our products and services to the expectation of mobile users. If we are unable to attract and retain the increasing
number of mobile users, or if we are slower than our competitors in developing attractive services adaptable for mobile devices,
we may fail to capture a significant share of an increasingly important portion of the market or may lose existing users. In addition,
even if we are able to retain the increasing number of mobile users, we may not be able to successfully monetize them in the future.
For example, because of the inherent limitations of mobile devices, such as a smaller display screen space as compared to PCs,
we may not be able to provide as many kinds of virtual items on our mobile applications as we can on YY Client, which may limit
the monetization potential of mobile users.
Furthermore, as new mobile devices and operating
systems are continually being released, it is difficult to predict the problems we may encounter in developing and updating versions
of our products and services for use on these devices and operating systems, and we have devoted, and expect to continue to devote,
significant resources to create, support and maintain these services. Devices providing access to our products and services are
not manufactured and sold by us, and we cannot assure you that companies manufacturing or selling these devices would always ensure
that their devices perform reliably and are maximally compatible with our systems. Any faulty connection between these devices
and our products and services may result in consumer dissatisfaction with us, which could damage our brand and have a material
and adverse effect on our financial results. In addition, the lower resolution, functionality and memory associated with some mobile
devices make the use of our products and services through such devices more difficult and the versions of our products and services
we develop for these devices may fail to attract users. Manufacturers or distributors may establish unique technical standards
for their devices and, as a result, our mobile applications may not work or be viewable on these devices. Meanwhile, new social
platforms or services may emerge which are specifically created to function on mobile operating systems, whereas our platforms
were originally designed to be accessed from PCs. Such new entrants may operate more effectively on mobile devices than our mobile
applications do.
Due to the increasing importance of mobile-based
business, any of the above may have a material adverse effect on our business, financial condition and results of operations.
The development of mobile technology
and applications as a substitute for PC-based technology and applications may adversely affect our existing business, and in turn
our revenues and financial performance.
In recent years, the development of mobile
technology and application, such as increased speed and stability of mobile network and enhancement of mobile devices, allows performers,
content providers and other users to broadcast simply with a mobile device instead of relying on PC-based or other more complicated
devices. Due to the portability and affordability of mobile devices, mobile live streaming is more diversified and spontaneous
as compared to online live streaming on PC-based platforms. We believe that such innovation brings opportunities as well as challenges
for our business.
Although we believe that our mobile application
has some unique features and is competitive in the market, the industry is new and we expect the competition to be intensive. Since
mobile live steaming is more diversified and spontaneous, our experience in content organization and interaction on PC platforms
may not satisfy the mobile users, we may hence fail to attract or retain such mobile users.
Although we believe that users, including
performers, are unlikely to entirely migrate to mobile applications and cease to use YY through PCs and that most of our mobile
users also access our platforms through PCs, we cannot assure you that the increasing usage of mobile application will not cause
our users to cease accessing our platforms from PCs. If a significant number of users migrate to mobile applications as a substitute
for accessing our platforms through PCs, or even turn to use mobile applications developed by our competitors, our business, results
of operations and financial condition would be negatively affected.
Concerns about collection and
use of personal data could damage our reputation and deter current and potential users from using our products and services, which
could lead to lower revenues.
Concerns about our practices with regard
to the collection, use or disclosure of personal information or other privacy-related matters, even if unfounded, could damage
our reputation and operating results. We apply strict management and protection for any information provided by users and, under
our privacy policy, without our users’ prior consent, we will not provide any of our users’ personal information to
any unrelated third party. While we strive to comply with our privacy guidelines as well as all applicable data protection laws
and regulations, any failure or perceived failure to comply may result in proceedings or actions against us by government entities
or others, and could damage our reputation. User and regulatory attitudes towards privacy are evolving, and future regulatory or
user concerns about the extent to which personal information is used or shared with advertisers or others may adversely affect
our ability to share certain data with advertisers, which may limit certain methods of targeted advertising. Concerns about the
security of personal data could also lead to a decline in general internet usage, which could lead to lower registered, active
or paying user numbers on our platforms. See “—Risks Related to Our Corporate Structure and Our Industry—We may
be adversely affected by the complexity, uncertainties and changes in PRC regulation of internet business and companies.”
A significant reduction in registered, active or paying user numbers could lead to lower revenues, which could have a material
and adverse effect on our business, financial condition and results of operations.
The security of operations of,
and fees charged by, third party online payment platforms may have a material adverse effect on our business and results of operations.
Currently, we sell almost all of our products
and services to our users through third party online payment systems. We expect that an increasing amount of our sales will be
conducted over the internet as a result of the growing use of online payment systems. In all these online payment transactions,
secured transmission of confidential information such as customers’ credit card numbers and personal information over public
networks is essential to maintain consumer confidence.
We do not have control over the security
measures of our third party online payment vendors, and security breaches of the online payment systems that we use could expose
us to litigation and possible liability for failing to secure confidential customer information and could, among other things,
damage our reputation and the perceived security of all of the online payment systems that we use. If a well-publicized internet
or mobile network security breach were to occur, users concerned about the security of their online financial transactions may
become reluctant to purchase our virtual items even if the publicized breach did not involve payment systems or methods used by
us. In addition, there may be billing software errors that would damage customer confidence in these online payment systems. If
any of the above were to occur and damage our reputation or the perceived security of the online payment systems we use, we may
lose paying users and users may be discouraged from purchasing our services, which may have a material adverse effect on our business.
In addition, there are currently only a
limited number of third party online payment systems in China. If any of these major payment systems decides to cease to provide
services to us, or significantly increase the percentage they charge us for using their payment systems for our virtual items and
other services, our results of operations may be materially and adversely affected.
Our core values of focusing on
user experience and satisfaction first and acting for the long-term may conflict with the short-term operating results of our business,
and also negatively impact our relationships with advertisers or other third parties.
One of our core values is to focus on user
experience and satisfaction, which we believe is essential to our success and serves the best, long-term interests of our company
and our shareholders. Therefore, we have made, and may make in the future, significant investments or changes in strategy that
we think will benefit our users, even if our decision negatively impacts our operating results in the short term. For example,
in order to provide users of YY Client with uninterrupted entertainment options, we do not place significant advertising on YY
Client. While this decision adversely affects our operating results in the short-term, we believe it enables us to provide higher
quality user experience on YY Client, which will help us expand and maintain our current large user base and create better monetizing
potential in the long term. In addition, this philosophy of putting our users first may also negatively impact our relationships
with advertisers or other third parties, and may not result in the long-term benefits that we expect, in which case the success
of our business and operating results could be harmed.
We have limited experience in
international markets. If we fail to meet the challenges presented by our increasingly globalized operations, our business, financial
condition and results of operations may be materially and adversely affected.
We
completed our acquisition of Bigo in March 2019, which made it our wholly-owned subsidiary. Bigo’s business has international
presence primarily in Southeast Asia, Middle East and South Asia. We have limited experience in international markets and we expect
to enter into and expand our operations in international markets, leverage Bigo’s existing products and operations. Global
expansion is a key growth strategy for us, which exposes us to a number of risks, including:
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compliance with applicable foreign laws and regulations, including but not limited to internet content provider licenses, internet
content requirements, foreign exchange controls, cash repatriation restrictions, intellectual property protection rules and data
privacy requirements;
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challenges in identifying appropriate local business partners and establishing and maintaining
good working relationships with them. Our business partners primarily include popular talents and their agencies, third parties
that promote our platform and applications and third parties that provide us technology support;
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challenges in formulating effective marketing strategies targeting users from various jurisdictions and cultures, who have
a diverse range of preferences and demands;
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challenges in attracting users to generate appealing content on our overseas platforms, such as Bigo Live;
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challengers in meeting local advertiser demands as well as online marketing practices and conventions;
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differences in user and advertiser reception and perception of Bigo’s applications internationally;
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local employment laws and practices;
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fluctuations in currency exchange rates;
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exposure to different tax jurisdictions that may subject us to greater fluctuations in
our effective tax rate and assessments in multiple jurisdictions on various tax-related assertions, including transfer
pricing adjustments and permanent establishment; and
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increased costs associated with doing business in foreign jurisdictions.
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business, financial condition and results of operations may be materially and adversely affected by these and other risks associated
with our increasingly globalized operations.
We
face risks and uncertainties to comply with the laws, regulations and rules in various aspects in overseas jurisdictions. Failure
to comply with such applicable laws, regulations and rules may subject our overseas operation to strict scrutiny by local authorities,
which in turn may materially and adversely affect our globalized operations.
As we expand our operations in additional
emerging markets and regions, we may have to adapt our business models or operations to the local markets due to various legal
requirements and market conditions. Our international operations and expansion efforts may result in increased costs and are subject
to a various of risks, including content control from local authorities, uncertain enforcement of intellectual property rights
and infringements and the complexity of compliance with foreign laws and regulations. Compliance with applicable foreign laws and
regulations related to matters that are central to our business, including those related to live streaming services, content restrictions,
data privacy, virtual items, anti-corruption laws, anti-money laundry and minors protection, increases the costs and risk exposure
of doing business in foreign jurisdictions. In some cases, compliance with the laws and regulations of one country could violate
the laws and regulations of another country. As our globalized operations evolves, we cannot assure you that we are able to fully
comply with the legal requirements of each foreign jurisdiction and successfully adapt our business models to local market conditions.
In particular, we are primarily in the live
streaming and short-form video business in several overseas markets. We face significant challenges to ensure the content presented
on our platform is in compliance with local jurisdictions, the regulatory framework of which could be substantially different from
that of China and each other due to the differences in, among others, the legal system, political environment, culture and religion.
Such differences may impose more stringent requirements and restrictions to the content we presented and our experience gained
from our operations in China may not apply to our overseas operations. In addition, cultural differences may also impose additional
challenges to our efforts in content control. Therefore, such different and possibly more stringent regulatory and cultural environments
may increase the risk exposure to our daily operations in foreign jurisdictions. We have experienced incidents in the past where
our application was temporarily suspended in the foreign markets due to failure of complying with local content restrictions requirements.
Such incidents or similar incidents related to our failure to comply with other foreign laws, regulations and rules could materially
and adversely affect our business, results of operations, global reputation and global growth efforts. In additional, each of foreign
jurisdictions may have different regulatory framework, implementation and enforcement for live streaming or short-form video business,
which may substantially increase our compliance costs to obtain, maintain or renew requisite licenses and permits or fulfil any
required administrative procedures.
Trademarks registered, internet
search engine keywords purchased and domain names registered by third parties that are similar to our trademarks, brands or websites
could cause confusion to our users, divert online customers away from our products and services or harm our reputation.
Competitors and other third parties may
purchase (a) trademarks that are similar to our trademarks and (b) keywords that are confusingly similar to our brands or websites
in internet search engine advertising programs and in the header and text of the resulting sponsored links or advertisements in
order to divert potential customers from us to their websites. Preventing such unauthorized use is inherently difficult. If we
are unable to prevent such unauthorized use, competitors and other third parties may continue to drive potential online customers
away from our platforms to competing, irrelevant or potentially offensive platforms, which could harm our reputation and cause
us to lose revenue.
We may be subject to intellectual
property infringement claims or other allegations, which could result in our payment of substantial damages, penalties and fines,
removal of relevant content from our website or seeking license arrangements which may not be available on commercially reasonable
terms.
Third party owners or right holders of technology
patents, copyrights, trademarks, trade secrets and website content may assert intellectual property infringement or other claims
against us. In addition, content generated through our platforms, including real-time content, may also potentially cause disputes
regarding content ownership or intellectual property. For example, we could face copyright infringement claims with respect to
songs performed live, recorded or made accessible and online games being streamed live, recorded or made accessible on our live
streaming platforms.
The validity, enforceability and scope of
protection of intellectual property rights in internet-related industries, particularly in China, are uncertain and still evolving.
As we face increasing competition and as litigation becomes a more common way to resolve disputes in China, we face a higher risk
of being the subject of intellectual property infringement claims. For example, Guangzhou NetEase Computer System Co., Ltd., or
NetEase, has initiated a lawsuit against us in Guangzhou in October 2014, claiming the infringement of its rights of reproduction
concerning the online game of
Fantasy Westward Journey
in the amount of RMB100 million. In 2017, Guangzhou Intellectual
Property Court ordered us to compensate NetEase in an amount of RMB20.0 million. This judgment is not final and has been appealed
to the appellate court. Although we believe that the claim is unjustified and commercially motivated, if the final outcome of the
proceeding is unfavorable to us, we may suffer considerable damage to our financial position and reputation. Under relevant PRC
laws and regulations, online service providers which provide storage space for users to upload works or links to other services
or content could be held liable for copyright infringement under various circumstances, including situations where an online service
provider knows or should reasonably have known that the relevant content uploaded or linked to on its platform infringes the copyrights
of others and the provider realizes economic benefits from such infringement activities. The “knows or should reasonably
have known” element would be fulfilled under some statutorily specified circumstances. For example, online service providers
are subject to liability if they fail to take necessary measures, such as deletion, blocking or disconnection, after receiving
notification from the legal right holders. In particular, there have been cases in China in which the courts have found an online
service provider to be liable for the copyrighted content posted by users which were accessible and stored on such provider’s
servers. See “Item 4. Information on the Company—B. Business Overview—PRC Regulation—Intellectual Property
Rights.”
We have implemented procedures to reduce
the likelihood that we may use, develop or make available any content or applications without the proper licenses or necessary
third party consents; such procedures include requiring performers, channel owners and users to acknowledge and agree that they
would not perform or upload copyrighted content without proper authorization and that they will indemnify us for any relevant copyright
infringement claims. However, these procedures may not be effective in preventing unauthorized posting or use of copyrighted content
on our platforms or the infringement of other third party rights. Specifically, such acknowledgments and agreements by performers,
channel owners and users are not enforceable against third parties who may nevertheless file claims of copyright infringement against
us. Furthermore, individual performers or channel owners who generate content that may infringe on copyrights of third parties
on our platforms may not be easily traceable, if at all, by a plaintiff who may then choose to file a claim against us, and these
individual performers and channel owners may not have resources to fully indemnify us, if at all, for any such claims. In addition,
we have entered into revenue-sharing arrangements in the form of direct or indirect employment agreements with some of the popular
singers, performers or channel owners on our platforms, and we cannot assure you that PRC courts will not view these singers, performers
or channel owners as our employees or agents, deem us to have control over their activities on our platforms and the content they
upload or otherwise make available on our platforms, determine that we have knowingly uploaded such infringing content on our platforms
and hold us directly liable for their infringement activities on our platforms. Separately, as our business expands, the cost of
carrying out these procedures and obtaining authorization and licenses for the growing content on our platforms may increase, which
may potentially have material and adverse effects on our results of operations.
Although we have not been subject to claims
or lawsuits outside China, we cannot assure you that we will not become subject to intellectual property laws in other jurisdictions,
such as the United States, by virtue of our ADSs being listed on the Nasdaq Global Select Market, the ability of users to access
our platforms in the United States and other jurisdictions, the performance of songs and other content which are subject to copyright
and other intellectual property laws of countries outside China, including the United States, the ownership of our ADSs by investors
in the United States and other jurisdictions, or the extraterritorial application of foreign law by foreign courts or otherwise.
In addition, as a publicly listed company, we may be exposed to increased risk of litigation.
If an infringement claim brought against
us in China, the United States or any other jurisdiction is successful, we may be required to pay substantial statutory penalties
or other damages and fines, remove relevant content from our platforms or enter into license agreements which may not be available
on commercially reasonable terms or at all. Litigation or other claims against us also subject us to adverse publicity which could
harm our reputation and affect our ability to attract and retain users, including channel owners, singers and other performers,
which could materially and adversely affect the popularity of our platforms and therefore, our business, financial condition, results
of operations and prospects may be materially and adversely affected.
We may not be able to successfully
halt the operations of platforms that aggregate our data as well as data from other companies, including social networks, or “copycat”
platforms that have misappropriated our data in the past or may misappropriate our data in the future. Those platforms may also
lure away some of our users or advertisers or reduce our market share, causing material and adverse effects on our business operations.
From time to time, third parties have misappropriated
our data through scraping our platforms, robots or other means and aggregated this data on their platforms with data from other
companies. In addition, “copycat” platforms or client applications have misappropriated data on our platforms, implanted
Trojan viruses in user PCs or mobiles to steal user data from YY Client or other mobile applications and attempted to imitate our
brand or the functionality of our platforms. When we became aware of such platforms, we employed technological and legal measures
in an attempt to halt their operations. However, we may not be able to detect all such platforms in a timely manner and, even if
we could, technological and legal measures may be insufficient to stop their operations. In those cases, our available remedies
may not be adequate to protect us against such platforms. Regardless of whether we can successfully enforce our rights against
these platforms, any measures that we may take could require significant financial or other resources from us. Those platforms
may also lure away some of our users or advertisers or reduce our market share, causing material and adverse effects to our business
operations.
We may not be able to prevent
others from unauthorized use of our intellectual property, which could harm our business and competitive position.
We regard our trademarks, service marks,
patents, domain names, trade secrets, proprietary technologies and similar intellectual property as critical to our success, and
we rely on trademark and patent law, trade secret protection and confidentiality and license agreements with our employees and
others to protect our proprietary rights. As of December 31, 2018, we had registered 504 domain names, including YY.com, Huya.com,
Duowan.com, 100.com and Chinaduo.com, 567 software copyrights and other copyrights, 430 patents and 1,339 trademarks and service
marks in China and overseas. In addition, as of December 31, 2018, we had filed 1,589 patent applications covering certain of our
proprietary technologies and 1,356 trademark applications in China and overseas.
It is often difficult to create and enforce
intellectual property rights in China. Patents, trademarks and service marks may also be invalidated, circumvented, or challenged.
Trade secrets are difficult to protect, and our trade secrets may be leaked or otherwise become known or be independently discovered
by others. Confidentiality agreements may be breached, and we may not have adequate remedies for any breach. Even where adequate,
relevant laws exist in China, it may not be possible to obtain swift and equitable enforcement of such laws, or to obtain enforcement
of a court judgment or an arbitration award delivered in another jurisdiction, and accordingly, we may not be able to effectively
protect our intellectual property rights or enforce agreements in China. Policing any unauthorized use of our intellectual property
is difficult and costly and the steps we have taken may be inadequate to prevent the misappropriation of our technologies. Given
the potential cost, effort, risks and downsides of obtaining patent protection, in some cases we have not and do not plan to apply
for patents or other forms of formal intellectual property protection for certain key technologies. If some of these technologies
are later proven to be important to our business and are used by third parties without our authorization, especially for commercial
purposes, our business and competitive position may be harmed.
As our patents may expire and
may not be extended, our patent applications may not be granted and our patent rights may be contested, circumvented, invalidated
or limited in scope, our patent rights may not protect us effectively. In particular, we may not be able to prevent others from
developing or exploiting competing technologies, which could have a material and adverse effect on our business operations, financial
condition and results of operations.
In China, the valid period of utility model
patent right or design patent right is ten years and is not extendable. Currently, we have patent applications pending in China,
but we cannot assure you that we will be granted patents pursuant to our pending applications. Even if our patent applications
succeed and we are issued patents in accordance with them, it is still uncertain whether these patents will be contested, circumvented
or invalidated in the future. The rights granted under any issued patents may not provide us with proprietary protection or competitive
advantages. Further, the claims under any patents that issue from our patent applications may not be broad enough to prevent others
from developing technologies that are similar or that achieve results similar to ours. It is also possible that the intellectual
property rights of others will bar us from licensing and from exploiting any patents that issue from our pending applications.
Numerous U.S. and foreign issued patents and pending patent applications owned by others exist in the fields in which we have developed
and are developing our technology. These patents and patent applications might have priority over our patent applications and could
subject our patent applications to invalidation. Finally, in addition to those who may claim priority, any of our existing or pending
patents may also be challenged by others on the basis that they are otherwise invalid or unenforceable.
If we fail to maintain and enhance
our brands or to effectively promote our products and acquire new users, or if we incur excessive expenses in these efforts, our
business, results of operations and prospects may be materially and adversely affected.
We believe that maintaining and enhancing
our brands is of significant importance to the success of our business. Well-recognized brands are important to increasing the
number of users and the level of engagement of our users and enhancing our attractiveness to advertisers. Since we operate in a
highly competitive market, brand maintenance and enhancement directly affect our ability to maintain our market position.
Although we have developed YY mostly through
word of mouth referrals, as we expand, we may conduct various marketing and brand promotion activities using various methods to
continue promoting our brands. We cannot assure you, however, that these activities will be successful or that we will be able
to achieve the brand promotion effect we expect. In addition, any negative publicity in relation to our products or services, regardless
of its veracity, could harm our brands and reputation.
We have sometimes received, and expect to
continue to receive, complaints from users regarding the quality of the products and services we offer. Negative publicity or public
complaints by users may harm our reputation and affect our ability to attract new users and retain existing users. If our users’
complaints are not addressed to their satisfaction, our reputation and our market position could be significantly harmed, which
may materially and adversely affect our business, results of operations and prospects.
We may lose control of our controlling
subsidiary, HUYA Inc. which may materially and adversely affect our results of operations.
In March 2018, our controlling subsidiary
HUYA Inc. entered into definitive agreements for its series B-2 equity financing with Linen Investment Limited, a wholly owned
subsidiary of Tencent Holdings Limited, or Tencent. Pursuant to these agreements, Tencent has a right, exercisable between March
8, 2020 and March 8, 2021, to purchase additional shares in HUYA Inc. to reach 50.1% of HUYA Inc.’s total voting power. If
Tencent chooses to exercise such purchase right, we will lose effective control over HUYA Inc. If this happens, we will no longer
consolidate the financial results of HUYA Inc. financial results into our financial statements, and our results of operations as
shown in our financial statements will be adversely affected. As of the date of this annual report, we still have the majority
of voting power in and effective control over HUYA Inc.
Our business depends substantially
on the continuing efforts of our executive officers and key employees, and our business operations may be severely disrupted if
we lose their services.
Our future success depends substantially
on the continued efforts of our executive officers and key employees. If one or more of our executive officers or key employees
were unable or unwilling to continue their services with us, we might not be able to replace them easily, in a timely manner, or
at all. In addition, our executive officers and key employees hold the equity interests in Beijing Tuda Science and Technology
Co., Ltd., or Beijing Tuda, Guangzhou Huaduo Network Technology Co., Ltd., or Guangzhou Huaduo, Guangzhou Bilin Online Information
Technology Co., Ltd. (formerly known as Beijing Bilin Online Information Technology Co., Ltd.), or Bilin Online, Guangzhou Huya
Information Technology Co., Ltd., or Guangzhou Huya, Guangzhou Sanrenxing 100-Education Technology Co., Ltd., or Sanrenxing, and
Guangzhou BaiGuoYuan Network Technology Co., Ltd., or Guangzhou BaiGuoYuan, our PRC consolidated affiliated entities. In particular,
Mr. David Xueling Li, our co-founder, chairman and chief executive officer, owns 97.7% of Beijing Tuda’s equity interests
and 99% of Bilin Online’s equity interests. Mr. Li and Beijing Tuda also own 0.5% and 99.0% of Guangzhou Huaduo’s equity
interests, respectively, which in turn owns 99.01% of Guangzhou Huya’s equity interests. Rongjie Dong, CEO of HUYA Inc.,
owns 0.99% of Guangzhou Huya’s equity interests through his wholly owned subsidiary Guangzhou Qinlv Investment Consulting
Co., Ltd., or Guangzhou Qinlv. Mr. David Xueling Li, through Guangzhou Huaduo, indirectly owns substantial equity interests in
Sanrenxing, and Mr. David Xueling Li owns 99.0% of Guangzhou BaiGuoYuan’s equity interests. If any of these executive officers
and key employees terminates their services with us, we have the contractual right to appoint designees to hold the PRC consolidated
affiliated entities’ equity interests. However, our business may be severely disrupted, our financial condition and results
of operations may be materially and adversely affected and we may incur additional expenses to recruit, train and retain personnel.
If any of our executive officers or key employees joins a competitor or forms a competing company, we may lose customers, know-how
and key professionals and staff members. Each of our executive officers and key employees has entered into an employment agreement
and a non-compete agreement with us. However, as advised by our PRC counsel, Fangda Partners, certain provisions under the non-compete
agreement may not be deemed valid or enforceable under PRC laws. If any dispute arises between our executive officers and key employees
and us, we cannot assure you that we would be able to enforce these non-compete agreements in China, where these executive officers
reside, in light of uncertainties with China’s legal system. See “—Risks Related to Doing Business in China—Uncertainties
in the interpretation and enforcement of Chinese laws and regulations could limit the legal protections available to you and us.”
If we are unable to attract, train
and retain qualified personnel, our business may be materially and adversely affected.
Our future success depends, to a significant
extent, on our ability to attract, train and retain qualified personnel, particularly management, technical and marketing personnel
with expertise in the internet industry; inability to do so may materially and adversely affect our business. Since the internet
industry is characterized by high demand and intense competition for talent, we cannot assure you that we will be able to attract
or retain qualified staff or other highly skilled employees. As our company is relatively young, our ability to train and integrate
new employees into our operations may not meet the growing demands of our business which may materially and adversely affect our
ability to grow our business and hence our results of operations.
We may be exposed to cyber security
risk.
Computer hackers, foreign governments or
cyber terrorists may attempt to penetrate our network security and our website. Unauthorized access to our proprietary business
information or customer data may be obtained through break-ins, sabotage, breach of our secure network by an unauthorized party,
computer viruses, computer denial-of-service attacks, employee theft or misuse, breach of the security of the networks of our third
party providers, or other misconduct. Because the techniques used by computer programmers who may attempt to penetrate and sabotage
our network security or our website change frequently and may not be recognized until launched against a target, we may be unable
to anticipate these techniques. It is also possible that unauthorized access to customer data may be obtained through inadequate
use of security controls by customers. We would suffer economic and reputational damages if a technical failure of our systems
or a security breach compromises our user data, including identification or contact information, although there has not been any
compromise in the past. Any disruption to our computer systems could have a material adverse effect on our on-site operations and
ability to retain and attract users.
Our results of operations are
subject to substantial quarterly and annual fluctuations due to seasonality.
We experience seasonality in our business,
reflecting seasonal fluctuations in internet usage. As a result, comparing our operating results on a period-to-period basis may
not be meaningful. For example, online user numbers tend to be lower during school holidays and certain parts of the school year,
and advertising revenues tend to be lower during the Chinese New Year season, which negatively affects our cash flow for those
periods. We may also experience a reduction in active users in the third quarter of each year because a significant portion of
our users are students, and as the new school year begins, student access to computers and the internet are affected. Internet
usage and the rate of internet growth may also be expected to decline during the summer school holidays as some students lose regular
internet access. Furthermore, the number of paying users of our live streaming platform correlates with the marketing campaigns
and promotional activities we conduct which coincide with popular western or Chinese festivals celebrated by young Chinese people,
many of which are in the fourth quarter and ending with the Chinese New Year holidays which typically fall in the first quarter.
As a result, our operating results in future
quarters or years may fall below the expectations of securities analysts and investors. In such event, the trading price of our
ADSs would likely be materially and adversely affected. See “Item 4. Information on the Company—B. Business Overview—Seasonality”
for additional details regarding the effects of seasonality on our cash flow, operating performance and financial results.
Our business is sensitive to global
economic conditions. A severe or prolonged downturn in the global or Chinese economy could materially and adversely affect our
business, financial condition and results of operations.
The global macroeconomic environment is
facing challenges, including the escalation of the European sovereign debt crisis since 2011, the end of quantitative easing by
the U.S. Federal Reserve, the economic slowdown in the Eurozone in 2014 and the expected exit of the United Kingdom from the European
Union. The Chinese economy has slowed down since 2012 and such slowdown may continue. There is considerable uncertainty over the
long-term effects of the expansionary monetary and fiscal policies adopted by the central banks and financial authorities of some
of the world’s leading economies, including the United States and China. There have been concerns over unrest and terrorist
threats in the Middle East, Europe and Africa, which have resulted in volatility in oil and other markets, and over the conflicts
involving Ukraine and Syria. There have also been concerns on the relationship among China and other Asian countries, which may
result in or intensify potential conflicts in relation to territorial disputes. Economic conditions in China are sensitive to global
economic conditions, as well as changes in domestic economic and political policies and the expected or perceived overall economic
growth rate in China. Recent changes in U.S. trade policies, including new tariffs on imports from China generally, and reactions
by a number of markets including China in response to these U.S. actions, may have a material adverse effect on global economic
conditions and the stability of global financial markets, and they may significantly reduce global trade and, in particular, trade
between China and the United States. Any severe or prolonged slowdown in the global or Chinese economy may materially and adversely
affect our business, results of operations and financial condition. In addition, continued turbulence in the international markets
may adversely affect our ability to access capital markets to meet liquidity needs.
Future strategic alliances or
acquisitions may have a material and adverse effect on our business, reputation and results of operations.
We may enter into strategic alliances, including
joint ventures or minority equity investments, with various third parties to further our business purpose from time to time. These
alliances could subject us to a number of risks, including risks associated with sharing proprietary information, non-performance
by the third party and increased expenses in establishing new strategic alliances, any of which may materially and adversely affect
our business. We may have limited ability to monitor or control the actions of these third parties and, to the extent any of these
strategic third parties suffers negative publicity or harm to their reputation from events relating to their business, we may also
suffer negative publicity or harm to our reputation by virtue of our association with any such third party.
In addition, although we have no current
acquisition plans, if appropriate opportunities arise, we may acquire additional assets, products, technologies or businesses that
are complementary to our existing business. Past and future acquisitions and the subsequent integration of new assets and businesses
into our own require significant attention from our management and could result in a diversion of resources from our existing business,
which in turn could have an adverse effect on our business operations. Acquired assets or businesses may not generate the financial
results we expect. Acquisitions could result in the use of substantial amounts of cash, potentially dilutive issuances of equity
securities, the occurrence of significant goodwill impairment charges, amortization expenses for other intangible assets and exposure
to potential unknown liabilities of the acquired business. Moreover, the costs of identifying and consummating acquisitions may
be significant. In addition to possible shareholders’ approval, we may also have to obtain approvals and licenses from relevant
government authorities for the acquisitions and to comply with any applicable PRC laws and regulations, which could result in increased
delay and costs.
If we fail to maintain an effective
system of internal control over financial reporting, we may be unable to accurately report our financial results or prevent fraud,
and investor confidence in our company and the market price of our ADSs may be adversely affected.
The SEC, as required by Section 404 of the
Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, adopted rules requiring most public companies to include a management report
on such company’s internal control over financial reporting in its annual report, which contains management’s assessment
of the effectiveness of the company’s internal control over financial reporting. In addition, when a company meets the SEC’s
criteria, an independent registered public accounting firm must report on the effectiveness of the company’s internal control
over financial reporting.
Our management and independent registered
public accounting firm have concluded that our internal control over financial reporting was effective as of December 31, 2018.
However, we cannot assure you that in the future our management or our independent registered public accounting firm will not identify
material weaknesses during the Section 404 of the Sarbanes-Oxley Act audit process or for other reasons. In addition, because of
the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management
override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. As a result,
if we fail to maintain effective internal control over financial reporting or should we be unable to prevent or detect material
misstatements due to error or fraud on a timely basis, investors could lose confidence in the reliability of our financial statements,
which in turn could harm our business, results of operations and negatively impact the market price of our ADSs, and harm our reputation.
Furthermore, we have incurred and expect to continue to incur considerable costs and to use significant management time and the
other resources in an effort to comply with Section 404 and other requirements of the Sarbanes-Oxley Act.
Unauthorized third party platforms
may sell virtual items we offer for free on our platforms, which may affect our revenue-generating opportunities and exert downward
pressure on the prices we charge for our virtual items.
We, from time to time, offer virtual items
free of charge to attract users or encourage user participation in channels. Some of our users may sell or purchase such free
virtual items through unauthorized third party sellers in exchange for real currency. For example, fans of a performer may pay
other users to send flowers or gifts the latter have accumulated on our platforms to the performer, in order to show support and
raise the popularity ranking of the performer of their choice. These unauthorized transactions are usually arranged on third party
platforms which we do not and are unable to track or monitor. Accordingly, these unauthorized purchases and sales from third party
sellers may affect our revenue-generating opportunities and may impede our revenue and profit growth by, among other things, reducing
the revenues we could have generated and exerting downward pressure on the prices we charge for our virtual items.
We have limited business insurance
coverage, so that any uninsured occurrence of business disruption may result in substantial costs to us and the diversion of our
resources, which could have an adverse effect on our results of operations and financial condition.
Insurance companies in China currently do
not offer as extensive an array of insurance products as insurance companies do in more developed economies. We do not have any
business liability or disruption insurance to cover our operations. We have determined that the costs of insuring for these risks
and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical for us to have
such insurance. Any uninsured occurrence may disrupt our business operations, require us to incur substantial costs and divert
our resources, which could have an adverse effect on our results of operations and financial condition.
Risks Related to Our Corporate Structure
and Our Industry
If the PRC government finds that
the structure we have adopted for our business operations does not comply with PRC laws and regulations, or if these laws or regulations
or interpretations of existing laws or regulations change in the future, we could be subject to severe penalties, including the
shutting down of our platforms and our business operations.
Foreign ownership of internet-based businesses
is subject to significant restrictions under current PRC laws and regulations. The PRC government regulates internet access, the
distribution of online information and the conduct of online commerce through strict business licensing requirements and other
government regulations. These laws and regulations also limit foreign ownership in PRC companies that provide internet information
distribution services. Specifically, foreign ownership in an internet information provider or other value-added telecommunication
service providers may not exceed 50%. In addition, according to the Several Opinions on the Introduction of Foreign Investment
in the Cultural Industry promulgated by the Ministry of Culture, or the MOC, the State Administration of Radio, Film and Television,
or the SARFT, the General Administration of Press and Publication, or the GAPP, currently known as the State Administration of
Press Publication, Radio, Film and Television after combination of SARFT and GAPP, the National Development and Reform Commission
and the Ministry of Commerce, or the MOFCOM, in July 2005, foreign investors are prohibited from investing in or operating, among
others, any internet cultural operating entities and from engaging in the business of transmitting audio-visual programs through
information networks.
We are an exempted company incorporated
in the Cayman Islands and our PRC subsidiaries, Guangzhou Huanju Shidai Information Technology Co., Ltd., or Guangzhou Huanju Shidai,
Huanju Shidai Technology (Beijing) Co., Ltd., or Beijing Huanju Shidai, Guangzhou Huya Technology Co., Ltd., or Huya Technology,
and Guangzhou BaiGuoYuan Information Technology Co., Ltd., or BaiGuoYuan Technology, are each considered a wholly foreign owned
enterprise. We conduct our operations in China primarily through a series of contractual arrangements entered into among our PRC
subsidiaries, namely Beijing Huanju Shidai, Huya Technology and BaiGuoYuan Technology, our major PRC consolidated affiliated entities,
namely Guangzhou Huaduo, Beijing Tuda, Guangzhou Huya and Guangzhou BaiGuoYuan, and the respective shareholders of Guangzhou Huaduo,
Beijing Tuda, Guangzhou Huya and Guangzhou BaiGuoYuan. As a result of these contractual arrangements, we exert control over our
major PRC consolidated affiliated entities and consolidate each of their operating results in our financial statements under U.S.
GAAP. All of the equity (net assets) or deficit (net liabilities) and net income (loss) of the consolidated affiliated entities
are attributed to us. In addition, we conduct the Bilin business, a mobile instant communication application and its related business
line, through contractual arrangements among our PRC subsidiary, Bilin Changxiang, our PRC consolidated affiliated entity, Bilin
Online, and Bilin Online’s shareholder. For a detailed description of these contractual arrangements, see “Item 7.
Major Shareholders and Related Party Transactions—B. Related Party—Contractual Arrangements with Beijing Tuda.”
On September 28, 2009, the GAPP, the National
Copyright Administration and the National Office of Combating Pornography and Illegal Publications, jointly issued a Notice on
Further Strengthening the Administration of Pre-examination and Approval of Online Games and the Examination and Approval of Imported
Online Games, or Circular 13. Circular 13 restates that foreign investors are not permitted to invest in online game-operating
businesses in China via wholly owned, equity joint venture or cooperative joint venture investments and expressly prohibits foreign
investors from gaining control over or participating in domestic online game operators through indirect ways such as establishing
other joint venture companies or entering into contractual or technical arrangements such as the variable interest entity structural
arrangements we adopted for our consolidated affiliated entities. We are not aware of any companies that have adopted a corporate
structure that is the same as or similar to ours having been penalized or terminated under Circular 13 since the effective date
of the circular. Furthermore, the enforcement of Circular 13 is still subject to substantial uncertainty, including possible subsequent
joint actions by relevant authorities in charge, such as the MOC. The Regulation on Three Provisions stipulates that the MOC is
authorized to regulate the online game industry, while the GAPP is authorized to approve the publication of online games before
their launch on the internet. The Interpretation on Three Provisions further provides that once an online game is launched on the
internet, it will be completely under the regulation of the MOC, and that if an online game is launched on the internet without
obtaining prior approval from the GAPP, the MOC, instead of the GAPP, is directly responsible for investigating the game. In the
event that we, our PRC subsidiaries or PRC consolidated affiliated entities are found to be in violation of the prohibition under
Circular 13, the GAPP, in conjunction with the relevant regulatory authorities in charge, may impose applicable penalties, which
in the most serious cases may include suspension or revocation of relevant licenses and registrations. In addition, various media
sources have reported that the CSRC prepared a report proposing pre-approval by a competent central government authority of offshore
listings by China-based companies with variable interest entity structures, such as ours, that operate in industry sectors subject
to foreign investment restrictions. However, it is unclear whether the CSRC officially issued or submitted such a report to a higher
level government authority or what any such report provides. Furthermore, on January 19, 2015, the MOFCOM issued a discussion draft
of the proposed Foreign Investment Law, which may place restrictions on variable interest entity structures adopted by us. However,
the New Foreign Investment Law, which promulgated by the Standing Committee of the National People’s Congress on March 15,
2019 and will become effective on January 1, 2020, does not explicitly stipulate the contractual arrangements under the “variable
interest equity” structures as a form of foreign investment. Nevertheless, we cannot assure you that there will not be any
further changes in the regulatory regime in the future. For more information, please see “—Risks Related to Doing Business
in China—Substantial uncertainties exist with respect to the interpretation and implementation of the New Foreign Investment
Law and how it may impact the viability of our current corporate structure, corporate governance and business operations.”
Based on understanding of current PRC laws,
rules and regulations of our PRC legal counsel, Fangda Partners, our current ownership structure for our business operations, the
ownership structure of our PRC subsidiaries and our PRC consolidated affiliated entities, the contractual arrangements among our
PRC subsidiaries, our PRC consolidated affiliated entities and their shareholders, as described in this annual report on Form 20-F,
are in compliance with existing PRC laws, rules and regulations. However, we were further advised by Fangda Partners that there
is substantial uncertainty regarding the interpretation and application of current or future PRC laws and regulations and these
laws or regulations or interpretations of these laws or regulations may change in the future. Furthermore, the relevant government
authorities have broad discretion in interpreting these laws and regulations. Accordingly, we cannot assure you that PRC government
authorities will not ultimately take a view contrary to the opinion of our PRC legal counsel.
If our ownership structure, contractual
arrangements and businesses of our company, our PRC subsidiaries or our PRC consolidated affiliated entities are found to be in
violation of any existing or future PRC laws or regulations, the relevant governmental authorities would have broad discretion
in dealing with such violation, including levying fines, confiscating our income or the income of our PRC subsidiaries or PRC consolidated
affiliated entities, revoking or suspending the business licenses or operating licenses of our PRC subsidiaries or PRC consolidated
affiliated entities, shutting down our servers or blocking our platforms, discontinuing or placing restrictions or onerous conditions
on our operations, requiring us to discontinue our operations, requiring us to undergo a costly and disruptive restructuring, restricting
or prohibiting our use of proceeds from our initial public offering to finance our business and operations in China, and taking
other regulatory or enforcement actions that could be harmful to our business. Any of these actions could cause significant disruption
to our business operations and severely damage our reputation, which would in turn materially and adversely affect our business,
financial condition and results of operations. In addition, if the imposition of any of these penalties causes us to lose the rights
to direct the activities of our PRC consolidated affiliated entities or our right to receive their economic benefits, we would
no longer be able to consolidate such entities. Our PRC consolidated affiliated entities contributed substantially all of our consolidated
net revenues in the years ended December 31, 2016, 2017 and 2018.
We rely on contractual arrangements
with our PRC consolidated affiliated entities and their shareholders for the operation of our business, which may not be as effective
as direct ownership. If our PRC consolidated affiliated entities and their shareholders fail to perform their obligations under
these contractual arrangements, we may have to resort to litigation to enforce our rights, which may be time-consuming, unpredictable,
expensive and damaging to our operations and reputation.
Because of PRC restrictions on foreign ownership
of internet-based businesses in China, we depend on contractual arrangements with our PRC consolidated affiliated entities in which
we have no ownership interest to conduct our business. These contractual arrangements are intended to provide us with effective
control over these entities and allow us to obtain economic benefits from them. Our PRC consolidated affiliated entities are owned
directly by Mr. David Xueling Li and certain other shareholders. For additional details on these ownership interests, see “—Risks
Related to Our Business—Our business depends substantially on the continuing efforts of our executive officers and key employees,
and our business operations may be severely disrupted if we lose their services” and “Item 4. Information on the Company—A.
History and Development of the Company.” However, these contractual arrangements may not be as effective in providing control
as direct ownership. For example, each of our PRC consolidated affiliated entities and their shareholders could breach their contractual
arrangements with us by, among other things, failing to operate our business in an acceptable manner or taking other actions that
are detrimental to our interests. If we were the controlling shareholder of these PRC consolidated affiliated entities with direct
ownership, we would be able to exercise our rights as shareholders to effect changes to their board of directors, which in turn
could implement changes at the management and operational level. However, under the current contractual arrangements, as a legal
matter, if our PRC consolidated affiliated entities or their shareholders fail to perform their obligations under these contractual
arrangements, we may have to incur substantial costs to enforce such arrangements, and rely on legal remedies under PRC law, including
contract remedies, which may not be sufficient or effective. In particular, the contractual arrangements provide that any dispute
arising from these arrangements will be submitted to the China International Economic and Trade Arbitration Commission for arbitration
in Beijing, the ruling of which will be final and binding. The legal framework and system in China, particularly those relating
to arbitration proceedings, is not as developed as other jurisdictions such as the United States. As a result, significant uncertainties
relating to the enforcement of legal rights through arbitration, litigation and other legal proceedings remain in China, which
could limit our ability to enforce these contractual arrangements and exert effective control over our consolidated affiliated
entities. If we are unable to enforce these contractual arrangements, or if we suffer significant delay or other obstacles in the
process of enforcing these contractual arrangements, our business and operations could be severely disrupted, which could materially
and adversely affect our results of operations and damage our reputation. See “—Risks Related to Doing Business in
China—Uncertainties in the interpretation and enforcement of Chinese laws and regulations could limit the legal protections
available to you and us.”
Our existing shareholders have
substantial influence over our company and their interests may not be aligned with the interests of our other shareholders, which
may discourage, delay or prevent a change in control of our company, which could deprive our shareholders of an opportunity to
receive a premium for their securities.
As of April 15, 2019, Mr. David Xueling
Li, our co-founder, chairman and chief executive officer, and his affiliates, held 75.4% of the total voting power. Mr. David Xueling
Li has substantial influence over our business, including decisions regarding mergers, consolidations and the sale of all or substantially
all of our assets, election of directors and other significant corporate actions. This concentration of ownership may discourage,
delay or prevent a change in control of our company, which could deprive our shareholders of an opportunity to receive a premium
for their shares as part of any contemplated sale of our company and may reduce the price of our ADSs. In addition, Mr. Li could
violate the terms of his non-compete or employment agreements with us or his legal duties by diverting business opportunities from
us, resulting in our loss of corporate opportunities. These actions may take place even if they are opposed by our other shareholders.
Additionally, Mr. Jun Lei, our major shareholder
who beneficially owned 7.8% of our outstanding shares as of April 15, 2019, has delegated the voting rights of the shares that
he holds in our Company to Mr. Li. Mr. Lei is active in making investments in internet companies in China and currently holds direct
and indirect interests in Xiaomi and iSpeak, which competes with certain of our lines of business, and other entities which may
have businesses that compete with ours. Xiaomi (HKSE: 01810) is an internet company with smartphones and smart hardware connected
by an IoT platform at its core, which has started offering online performance and live broadcasting services recently. iSpeak is
owned by Mr. Lei in part through Kingsoft Corporation Limited, which is engaged in the research, development operation and distribution
of online games, mobile games, casual game services and internet software. Mr. Lei may, in the future, acquire additional interests
in businesses that directly or indirectly compete with some of our lines of business or that are our suppliers or customers. Furthermore,
Mr. Lei may pursue acquisitions or make further investments in our industries which may conflict with our interests. For more information
regarding the beneficial ownership of our company by our principal shareholders, see “Item 6. Directors, Senior management
and Employees—E. Share Ownership.”
We may lose the ability to use
and enjoy assets held by our PRC consolidated affiliated entities that are important to the operation of our business if such entities
go bankrupt or become subject to a dissolution or liquidation proceeding.
As part of our contractual arrangements
with our PRC consolidated affiliated entities, such entities hold certain assets, such as patents for the proprietary technology
that are essential to the operations of our platforms and important to the operation of our business. If any one of our PRC consolidated
affiliated entities goes bankrupt and all or part of its assets become subject to liens or rights of third party creditors, we
may be unable to continue some or all of our business activities, which could materially and adversely affect our business, financial
condition and results of operations. If any one of PRC consolidated affiliated entities undergoes a voluntary or involuntary liquidation
proceeding, the unrelated third party creditors may claim rights to some or all of these assets, thereby hindering our ability
to operate our business, which could materially and adversely affect our business, financial condition and results of operations.
Our ability to enforce the equity
pledge agreements between us and our PRC variable interest entities’ shareholders may be subject to limitations based on
PRC laws and regulations.
Pursuant to the equity interest pledge agreements
between our wholly owned subsidiaries in China, and the shareholders of our variable interest entities, or VIEs, each shareholders
of each variable interest entities agrees to pledge its equity interests in the VIE to our subsidiary to secure the relevant VIE’s
performance of their obligations under the relevant contractual arrangements. The equity interest pledges of shareholders of VIEs
under these equity pledge agreements have been registered with the relevant local branch of the SAMR. The equity interest pledge
agreements with each of the VIEs’ shareholders provide that the pledged equity interest shall constitute continuing security
for any and all of the indebtedness, obligations and liabilities under all of the principal service agreements and the scope of
pledge shall not be limited by the amount of the registered capital of that VIE. However, it is possible that a PRC court may take
the position that the amount listed on the equity pledge registration forms represents the full amount of the collateral that has
been registered and perfected. If this is the case, the obligations that are supposed to be secured in the equity interest pledge
agreements in excess of the amount listed on the equity pledge registration forms could be determined by the PRC court as unsecured
debt, which takes last priority among creditors.
Our contractual arrangements with
our PRC consolidated affiliated entities may result in adverse tax consequences to us.
As a result of our corporate structure and
the contractual arrangements among our PRC subsidiaries, our PRC consolidated affiliated entities and their shareholders, we are
effectively subject to PRC turnover tax on revenues generated by our subsidiaries from our contractual arrangements with our PRC
consolidated affiliated entities. Such tax generally includes the PRC value added tax, or the VAT, along with related surcharges.
The applicable turnover tax is determined by the nature of the transaction generating the revenues subject to taxation. The PRC
enterprise income tax law requires every enterprise in China to submit its annual enterprise income tax return together with a
report on transactions with its affiliates or related parties to the relevant tax authorities. These transactions may be subject
to audit or challenge by the PRC tax authorities within ten years after the taxable year during which the transactions are conducted.
We may be subject to adverse tax consequences if the PRC tax authorities were to determine that the contracts between us and our
PRC consolidated affiliated entities were not on an arm’s length basis and therefore constitute a favorable transfer pricing
arrangements. If this occurs, the PRC tax authorities could request that either of our PRC consolidated affiliated entities adjust
its taxable income upward for PRC tax purposes. Such a pricing adjustment could adversely affect us by reducing expense deductions
recorded by either PRC consolidated affiliated entities and thereby increasing these entities’ tax liabilities, which could
subject these entities to late payment fees and other penalties for the underpayment of taxes. Our consolidated net income may
be materially and adversely affected if our PRC consolidated affiliated entities’ tax liabilities increase or if it becomes
subject to late payment fees or other penalties.
If our PRC consolidated affiliated
entities fail to obtain and maintain the requisite licenses and approvals required under the complex regulatory environment for
internet-based businesses in China, our business, financial condition and results of operations may be materially and adversely
affected.
The internet industry in China is highly
regulated. See “Item 4. Information on the Company—B. Business Overview—PRC Regulation.” Guangzhou Huaduo,
Guangzhou Huya and our other PRC consolidated affiliated entities are required to obtain and maintain applicable licenses or approvals
from different regulatory authorities in order to provide their current services. For example, an internet information service
provider shall obtain an operating license, or the ICP License, from MIIT or its local counterparts before engaging in any commercial
internet information services. An online game operator must also obtain an Internet Culture Operation License from the MOC and
an Internet Publishing License from the GAPP to distribute online games, in addition to filing its online games with the GAPP and
the MOC. Prior to February 2016, an educational website operator shall obtain approvals from the local education authorities. Each
of Guangzhou Huaduo and Guangzhou Huya has obtained a valid ICP License for provision of internet information services, a Radio
and Television Program Production and Operating Permit and an Internet Culture Operation License for online games and music products.
In addition, Guangzhou Huaduo holds a valid License for Online Transmission of Audio-Visual Programs under the business classification
of converging and play-on-demand service for certain kinds of internet audio-visual programs—literary, artistic and entertaining—as
prescribed in the newly issued provisional categories. Bigo has obtained a valid ICP License for provision of internet information
services, a valid License for Domestic Multi-party Communication Services and is currently in the process of obtaining the License
for Online Transmission of Audio-Visual Programs. On October 8, 2011, Guangzhou Huaduo was granted a License for Production and
Operation of Radio and TV Programs, covering the production, reproduction and publication of TV dramas, cartoons (excluding production),
special subjects, special columns (excluding current political news category) and entertainment programs. On January 1, 2015, Guangzhou
Huaduo was granted a License for surveying and mapping, covering online map service. On January 17, 2013 and January 16, 2014,
we were granted permission by relevant authorities to provide online education content on edu.YY.com and 100.com, respectively
.
In the fourth quarter of 2014, we acquired Beijing Huanqiu Xingxue Technology Development Co., Ltd., or Beijing Xingxue, and
Beijing Huanqiu Chuangzhi Software Co., Ltd., or Beijing Chuangzhi, which operated Edu24oL.com, an online education website that
is an online vocational training and language training platform, and Beijing Xingxue held an ICP License and a Publication Operating
License for the operation of Edu24ol.com. In the fourth quarter of 2016, we sold majority equity interests in Beijing Xingxue and
cease to consolidate financial results of Beijing Xingxue. In addition, Zhuhai Huanju Entertainment has obtained a valid ICP License
for provision of internet information services, an Internet Culture Operation License for online games and music products, and
a License for Production and Operation of Radio and TV Programs, covering the production, reproduction and publication of broadcasting
plays, TV dramas, cartoons (excluding production), special subjects, special columns (excluding current political news category)
and entertainment programs. These licenses or permits are essential to the operation of our business and are generally subject
to annual government review. However, we cannot assure you that we can successfully renew these licenses annually or that these
licenses are sufficient to conduct all of our present or future business.
As we further develop and expand our video
capabilities and functions, we will need to obtain additional qualifications, permits, approvals or licenses. In addition, with
respect to specific services offered online, we or the service or content providers may be subject to additional separate qualifications,
permits, approvals or licenses. For financial-related content offered on our channels, we are tightening our internal review of
the relevant qualifications of the content providers as instructed by the competent authorities, while complying with other statutory
requirements. We cannot assure you that we or the service or content providers will be granted such qualifications, permits, approvals
or licenses in a timely manner or at all. Prior to the receipt of such qualifications, permits, approvals or licenses, we may be
deemed as being in violation of relevant laws or regulations and be subject to penalties.
As the internet industry in China is still
at a relatively early stage of development, new laws and regulations may be adopted from time to time to address new issues that
come to the authorities’ attention. In the interpretation and implementation of existing and future laws and regulations
governing our business activities, considerable uncertainties still exist. We cannot assure you that we will not be found in violation
of any future laws and regulations or any of the laws and regulations currently in effect due to changes in the relevant authorities’
interpretation of these laws and regulations. In addition, we may be required to obtain additional license or approvals, and we
cannot assure you that we will be able to timely obtain or maintain all the required licenses or approvals or make all the necessary
filings in the future. If we fail to obtain or maintain any of the required licenses or approvals or make the necessary filings,
we may be subject to various penalties, such as confiscation of the net revenues that were generated through the unlicensed internet
activities, the imposition of fines and the discontinuation or restriction of our operations. Any such penalties may disrupt our
business operations and materially and adversely affect our business, financial condition and results of operations.
The shareholders of our PRC variable
interest entities may have potential conflicts of interest with us, and if any such conflicts of interest are not resolved in our
favor, our business may be materially and adversely affected.
Mr. David Xueling Li and Beijing Tuda,
together hold 99.5% of the equity interest in Guangzhou Huaduo and Mr. Li holds 97.7% of the equity interest in Beijing Tuda.
Guangzhou Huaduo in turn owns 99.01% of Guangzhou Huya’s equity interests, which is our variable interest entity.
Rongjie Dong, CEO of HUYA Inc., owns 0.99% of Guangzhou Huya’s equity interests through his wholly-owned subsidiary
Guangzhou Qinlv. Bilin Online is also our variable interest entity, which was acquired in August 2015 and is currently
99% held by Mr. Li. Mr. Li also owns 99.0% of Guangzhou BaiGuoYuan, and Mr. David Xueling Li, through Guangzhou Huaduo,
indirectly owns substantial equity interests in Sanrenxing. Mr. Li is a co-founder and shareholder of our company. The
interests of Mr. Li as the controlling shareholder of the VIEs may differ from the interests of our company as a whole, as
what is in the best interests of our VIEs may not be in the best interests of our company. We cannot assure you that when
conflicts of interest arise, Mr. Li will act in the best interests of our company or that conflicts of interests will be
resolved in our favor. In addition, Mr. Li may breach or cause our consolidated variable entities and their respective
subsidiaries to breach or refuse to renew the existing contractual arrangements with us. Currently, we do not have existing
arrangements to address potential conflicts of interest Mr. Li may encounter in his capacity as a shareholder or director of
our VIEs, on the one hand, and as a beneficial owner or director of our company, on the other hand; provided that we could,
at all times, exercise our option under the exclusive option agreement with Mr. Li to cause him to transfer all of his equity
ownership in our consolidated variable entities to a PRC entity or individual designated by us, and this new shareholder of
our consolidated variable entities could then appoint a new director of our consolidated variable entities to replace the
existing directors. In addition, if such conflicts of interest arise, our wholly owned PRC subsidiaries, could also, in
the capacity of attorney-in-fact for Mr. Li as provided under the relevant powers of attorney, directly appoint a new
director of our consolidated variable entities to replace the existing directors. We rely on Mr. Li to comply with the laws
of China, which protect contracts and provide that co-founder and chairman owe a duty of loyalty to our company and require
him to avoid conflicts of interest and not to take advantage of his position for personal gains. We also rely on Mr. Li to
abide by the laws of the Cayman Islands, which provide that directors have a duty of care and a duty of loyalty to act
honestly in good faith with a view toward our best interests. However, the legal frameworks of China and the Cayman Islands
do not provide guidance on resolving conflicts in the event of a conflict with another corporate governance regime. If we
cannot resolve any conflicts of interest or disputes between us and Mr. Li, we would have to rely on legal proceedings, which
could result in disruption of our business and subject us to substantial uncertainty as to the outcome of any such legal
proceedings.
Implementation of the new labor
laws and regulations in China may adversely affect our business and results of operations.
Pursuant to the labor contract law that
took effect in January 2008, its implementation rules that took effect in September 2008 and its amendment that took effect in
July 2013, employers are subject to stricter requirements in terms of signing labor contracts, minimum wages, paying remuneration,
determining the term of employees’ probation and unilaterally terminating labor contracts. Due to lack of detailed interpretative
rules and uniform implementation practices and broad discretion of the local competent authorities, it is uncertain as to how the
labor contract law and its implementation rules will affect our current employment policies and practices. Our employment policies
and practices may violate the labor contract law or its implementation rules, and we may thus be subject to related penalties,
fines or legal fees. Compliance with the labor contract law and its implementation rules may increase our operating expenses, in
particular our personnel expenses. In the event that we decide to terminate some of our employees or otherwise change our employment
or labor practices, the labor contract law and its implementation rules may also limit our ability to effect those changes in a
desirable or cost-effective manner, which could adversely affect our business and results of operations. On October 28, 2010, the
Standing Committee of the National People’s Congress promulgated the PRC Social Insurance Law, or the Social Insurance Law,
which became effective on July 1, 2011 and amended on December 29, 2018. According to the Social Insurance Law, employees must
participate in pension insurance, work-related injury insurance, medical insurance, unemployment insurance and maternity insurance
and the employers must, together with their employees or separately, pay the social insurance premiums for such employees.
We expect our labor costs to increase due
to the implementation of these new laws and regulations. As the interpretation and implementation of these new laws and regulations
are still evolving, we cannot assure you that our employment practice will at all times be deemed in full compliance with labor-related
laws and regulations in China, which may subject us to labor disputes or government investigations. If we are deemed to have violated
relevant labor laws and regulations, we could be required to provide additional compensation to our employees and our business,
financial condition and results of operations could be materially and adversely affected.
Further, labor disputes, work stoppages
or slowdowns at our laboratories, patient service centers or any of our clients or suppliers could significantly disrupt our daily
operation or our expansion plans and have a material adverse effect on our business.
Currently there is no law or regulation
specifically governing virtual asset property rights and therefore it is not clear what liabilities, if any, online game operators
may have for virtual assets.
While playing online games or participating
on YY Client activities, players acquire and accumulate some virtual assets, such as special equipment and other accessories. Such
virtual assets can be important to online game players and have monetary value and, in some cases, are sold for actual money. In
practice, virtual assets can be lost for various reasons, often through unauthorized use of the game account of one user by other
users and occasionally through data loss caused by a delay of network service, a network crash or hacking activities. Currently,
there is no PRC law or regulation specifically governing virtual asset property rights. As a result, there is uncertainty as to
who the legal owner of virtual assets is, whether and how the ownership of virtual assets is protected by law, and whether an operator
of online games such as us would have any liability to game players or other interested parties (whether in contract, tort or otherwise)
for loss of such virtual assets. Based on recent PRC court judgments, the courts have typically held online game operators liable
for losses of virtual assets by game players, and ordered online game operators to return the lost virtual items to game players
or pay damages and losses. In case of a loss of virtual assets, we may be sued by our game players or users and held liable for
damages, which may negatively affect our reputation and business, financial condition and results of operations.
Compliance with the laws or regulations
governing virtual currency may result in us having to obtain additional approvals or licenses or change our current business model.
The issuance and use of “virtual currency”
in the PRC has been regulated since 2007 in response to the growth of the online game industry in China. On January 25, 2007, the
Ministry of Public Security, the MOC, the MIIT and the GAPP jointly issued a circular regarding online gambling which has implications
for the use of virtual currency. To curtail online games that involve online gambling, as well as address concerns that virtual
currency could be used for money laundering or illicit trade, the circular (a) prohibits online game operators from charging commissions
in the form of virtual currency in relation to winning or losing of games; (b) requires online game operators to impose limits
on use of virtual currency in guessing and betting games; (c) bans the conversion of virtual currency into real currency or property;
and (d) prohibits services that enable game players to transfer virtual currency to other players. On June 4, 2009, the MOC and
the MOFCOM jointly issued a notice regarding strengthening the administration of online game virtual currency, or the Virtual Currency
Notice. The MOC issued the Provisional Administrative Measures of Online Games, or the Online Games Measures, on June 3, 2010 and
amended on December 15, 2017, which provides, among other things, that virtual currency issued by online game operators may be
only used to exchange its own online game products and services and may not be used to pay for the products and services of other
entities. Furthermore, an entity that intends to apply for the permit on the distribution and trading service of virtual currencies
should be equipped with sufficient professionals, equipment and workplaces and take necessary management and technical measures
to satisfy the needs of business operation. The entity engaging in online game business, including the distribution and trading
service of virtual currencies, without approval should be included in the Blacklist of Culture Market and be given a credit-related
punishment.
We issue virtual currency and prepaid game
tokens to game players on our platforms for them to purchase various items to be used in online games and channels, including music
channels. We are in the process of adjusting the content of our platforms but we cannot assure you that our adjustments will be
sufficient to comply with the Virtual Currency Notice. Moreover, although we believe we do not offer online game virtual currency
transaction services, we cannot assure you that the PRC regulatory authorities will not take a view contrary to ours. For example,
certain virtual items we issue to users based on in-game milestones they achieve or time spent playing games are transferable and
exchangeable for our virtual currency or the other virtual items we issue to users. If the PRC regulatory authorities deem such
transfer or exchange to be a virtual currency transaction, then in addition to being deemed to be engaging in the issuance of virtual
currency, we may also be deemed to be providing transaction platform services that enable the trading of such virtual currency.
Simultaneously engaging in both of these activities is prohibited under the Virtual Currency Notice. In that event, we may be required
to cease either our virtual currency issuance activities or such deemed “transaction service” activities and may be
subject to certain penalties, including mandatory corrective measures and fines. The occurrence of any of the foregoing could have
a material adverse effect on our business, financial condition and results of operations.
In addition, the Virtual Currency Notice
prohibits online game operators from setting game features that involve the direct payment of cash or virtual currency by players
for the chance to win virtual items or virtual currency based on random selection through a lucky draw, wager or lottery. The notice
also prohibits game operators from issuing currency to game players through means other than purchases with legal currency. It
is unclear whether these restrictions would apply to certain aspects of our online games. Although we believe that we have rectified
and ceased such prohibited activities and have taken adequate measures to prevent any of the above-mentioned prohibited activities,
we cannot assure you that the PRC regulatory authorities will not take a view contrary to ours and deem such feature as prohibited
by the Virtual Currency Notice, thereby subjecting us to penalties, including mandatory corrective measures and fines. For example,
we were previously fined by a local authority in Guangzhou found that our games contained lucky draws. The occurrence of any of
the foregoing could materially and adversely affect our business and results of operations.
Non-compliance on the part of
third parties with which we conduct business could restrict our ability to maintain or increase our number of users or the level
of traffic to our platforms.
Our third party game developers or other
business partners may be subject to regulatory penalties or punishments because of their regulatory compliance failures, which
may disrupt our business. Although we conduct a rigid review of legal formalities and certifications before entering into contractual
relationship with other businesses such as third party game developers and landlords, we cannot be certain whether such third party
has or will infringe any third parties’ legal rights or violate any regulatory requirements. We regularly identify irregularities
or non-compliance in the business practices of any parties with whom we pursue existing or future cooperation and we cannot assure
you that any of these irregularities will be corrected in a prompt and proper manner. The legal liabilities and regulatory actions
on our commercial partners may affect our business activities and reputation and in turn, our results of operations. For example,
according to PRC regulations, all lease agreements are required to be registered with the local housing authorities. We presently
lease properties at 15 different locations for daily operations and certain other properties serving as dormitories and canteens
in China, and the landlords of some of these properties are still completing the registration of their ownership rights or the
registration of our leases with the relevant authorities. Failure to complete these required registrations may expose our landlords,
lessors and us to potential monetary fines. Some of our lessors have not provided us with appropriate title certificates, which
may adversely affect the validity of the leases if the lessors do not have proper title. We cannot assure you that such certificates
or registration will be obtained in a timely manner or at all, and in case of failures, we may be subject to monetary fines, have
to relocate our offices and suffer economic losses.
In addition, we allow providers of some
online services, such as online education and financial services, to establish channels on our platforms. The online service providers
and the producers of content on our platforms may be required to meet specific qualifying standards, evidenced by approvals, permits
or certificates, and to comply with various requirements when conducting business. We cannot predict if any non-compliance on the
part of such commercial partners may cause potential liabilities to us and in turn disrupt our operations.
Intensified government regulation
of the internet industry in China could restrict our ability to maintain or increase our user level or the level of user traffic
to our platforms.
The PRC government has, in recent years,
intensified regulation on various aspects of the internet industry in China. For example, the PRC government adopted more stringent
policies to monitor the online game industry due to adverse public reaction to perceived addiction to online games, particularly
in children and minors. On April 15, 2007, eight PRC government authorities, including the GAPP, the Ministry of Education, the
Ministry of Public Security and the MIIT issued a notice requiring all Chinese online game operators to adopt an “anti-fatigue
system” in an effort to curb addiction to online games by minors. To help game operators identify which game players are
minors, online game players in China are now required to register their names and identity card numbers before playing an online
game, which information was to be submitted to and verified by the National Citizen Identity Information Center, a subordinate
public institution of the Ministry of Public Security, as of October 1, 2011. These restrictions could limit our ability to increase
our online game business among minors. See “Item 4. Information on the Company—B. Business Overview—PRC Regulation—Anti-fatigue
Compliance System and Real-name Registration System.” In order to comply with these anti-fatigue rules, we set up our system
so that after three hours of playing our online games, minors only receive half of the virtual items or other in-game benefits
they would otherwise earn, and after playing for more than five hours, receive no in-game benefits. Failure to implement these
restrictions, if detected by the relevant government agencies, may result in fines and other penalties for us, including the shutting
down of our online game operations and license revocation. Furthermore, if these restrictions were expanded to apply to adult game
players in the future, our online game business could be materially and adversely affected.
In addition, on February 15, 2007, 14 PRC
regulatory authorities jointly promulgated a circular to further strengthen the oversight of internet cafes, one of the primary
venues from which our platforms is accessed. In recent years, a large number of unlicensed internet cafes have been closed, and
the PRC government has imposed higher capital and facility requirements for the establishment of internet cafes. Governmental authorities
may from time to time impose stricter requirements on internet cafes, such as customer age limits and regulated hours of operation.
Since a substantial portion of our users access our platforms from internet cafes, any reduction in the number, or slowdown in
the growth, of internet cafes in China, or any new regulatory restrictions on their operations, could limit our ability to maintain
or increase our revenues.
More stringent governmental regulations
such as the ones outlined above may discourage game players from playing our games and have a material effect on our business operations.
Risks Related to Doing Business in China
Uncertainties in the interpretation
and enforcement of Chinese laws and regulations could limit the legal protections available to you and us.
The PRC legal system is based on written
statutes and prior court decisions have limited value as precedents. Each of our PRC subsidiaries is a foreign-invested enterprise
and is subject to laws and regulations applicable to foreign-invested enterprises as well as various Chinese laws and regulations
generally applicable to companies incorporated in China. However, since these laws and regulations are relatively new and the PRC
legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and enforcement
of these laws, regulations and rules involves uncertainties.
From time to time, we may have to resort
to administrative and court proceedings to enforce our legal rights. However, since PRC administrative and court authorities have
significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the
outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legal systems.
Furthermore, the PRC legal system is based in part on government policies and internal rules (some of which are not published in
a timely manner or at all) that may have retroactive effect. As a result, we may not be aware of our violation of these policies
and rules until sometime after the violation. Such uncertainties, including uncertainty over the scope and effect of our contractual,
property (including intellectual property) and procedural rights, could materially and adversely affect our business and impede
our ability to continue our operations.
Changes in China’s economic,
political or social conditions or government policies could have a material adverse effect on our business, financial condition
and results of operations.
We have substantial business operations
in China. Accordingly, our business, financial condition, results of operations and prospects may be influenced to a significant
degree by political, economic and social conditions in China generally and by continued economic growth in China as a whole.
The Chinese economy differs from the economies
of most developed countries in many respects, including the level of government involvement, level of development, growth rate,
control of foreign exchange and allocation of resources. Although the Chinese government has implemented measures emphasizing the
utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment
of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by
the Chinese government. In addition, the Chinese government continues to play a significant role in regulating industry development
by imposing industrial policies. The Chinese government also exercises significant control over the Chinese economic growth through
allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy, and providing preferential
treatment to particular industries or companies.
While the Chinese economy has experienced
significant growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy.
The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some
of these measures benefit the overall Chinese economy, but may also have a negative effect on us. The Chinese government has implemented
certain measures to control the pace of economic growth. These measures may cause decreased economic activity in China, which could
in turn reduce the demand for our products and services and adversely affect our business, financial condition and results of operations.
We may be adversely affected by
the complexity, uncertainties and changes in PRC regulation of internet business and companies.
The PRC government extensively regulates
the internet industry, including foreign ownership of, and the licensing and permit requirements pertaining to, companies in the
internet industry. These internet-related laws and regulations are relatively new and evolving, and their interpretation and enforcement
involve significant uncertainty. As a result, in certain circumstances it may be difficult to determine what actions or omissions
may be deemed to be in violations of applicable laws and regulations. Issues, risks and uncertainties relating to PRC regulation
of the internet business include, but are not limited to, the following:
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We only have contractual control over our platforms in China. Our PRC consolidated affiliated entities own our platforms due
to the restriction of foreign investment in businesses providing value-added telecommunication services in China, including internet
content provision services. If any of our PRC consolidated affiliated entities breaches its contractual arrangements with us and
no longer remains under our control, this may significantly disrupt our business, subject us to sanctions, compromise enforceability
of related contractual arrangements, or have other harmful effects on us.
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There are uncertainties relating to the regulation of the internet business in China, including evolving licensing practices
and the requirement for real-name registrations. Permits, licenses or operations at some of our subsidiaries and PRC consolidated
affiliated entities levels may be subject to challenge, or we may fail to obtain permits or licenses that may be deemed necessary
for our operations or we may not be able to obtain or renew certain permits or licenses. See “—Risks Related to Our
Corporate Structure and Our Industry—If our PRC consolidated affiliated entities fail to obtain and maintain the requisite
licenses and approvals required under the complex regulatory environment for internet-based businesses in China, our business,
financial condition and results of operations may be materially and adversely affected” and “Item 4. Information on
the Company—B. Business Overview—PRC Regulation.” In addition, although we currently have a real-name registration
system in place for our online games in strict compliance with the relevant PRC regulations, we are currently not required by PRC
law to ask users for their real name and personal information when they register for a YY user account. We cannot assure you that
PRC regulators would not require us to implement compulsory real-name registration on our platforms in the future. In late 2011,
for example, the Beijing municipal government required microbloggers in China to implement real-name registration for all of their
registered users. If we were required to implement real-name registration on YY, we may lose large numbers of registered user accounts
for various reasons, because users may no longer maintain multiple accounts and users who dislike giving out their private information
may cease to use our products and services altogether.
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The evolving PRC regulatory system for the internet industry may lead to the establishment of new regulatory agencies. For
example, in May 2011, the State Council announced the establishment of a new department, the State Internet Information Office
(with the involvement of the State Council Information Office, or the SCIO, the MIIT and the Ministry of Public Security). The
primary role of this new agency is to facilitate the policy-making and legislative development in this field to direct and coordinate
with the relevant departments in connection with online content administration and to deal with cross-ministry regulatory matters
in relation to the internet industry. We are unable to determine what policies this new agency or any new agencies to be established
in the future may have or how they may interpret existing laws, regulations and policies and how they may affect us. Further, new
laws, regulations or policies may be promulgated or announced that will regulate internet activities, including online video and
online advertising businesses. If these new laws, regulations or policies are promulgated, additional licenses may be required
for our operations. If our operations do not comply with these new regulations after they become effective, or if we fail to obtain
any licenses required under these new laws and regulations, we could be subject to penalties.
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On July 13, 2006, the MIIT issued the Notice
of the Ministry of Information Industry on Intensifying the Administration of Foreign Investment in Value-added Telecommunications
Services. This notice prohibits domestic telecommunication service providers from leasing, transferring or selling telecommunication
business operating licenses to any foreign investor in any form, or providing any resources, sites or facilities to any foreign
investor for their illegal operation of a telecommunication business in China. According to this notice, either the holder of a
value-added telecommunication business operating license or its shareholders must be the registered holders of the domain names
or trademarks used by such license holders in their provision of value-added telecommunication services. The notice also requires
each license holder to have the necessary facilities, including servers, for its approved business operations and to maintain such
facilities in the regions covered by its license. Currently, all contracts with telecommunication carriers and other service providers
to host the servers used in our business were entered into by our PRC consolidated affiliated entities, and such arrangements are
in compliance with this notice. Our PRC consolidated affiliated entities also own the related domain names and trademarks, and
holds the ICP License necessary to conduct our operations in China.
On June 3, 2010, the MOC promulgated the
Provisional Administration Measures of Online Games, or the Online Games Measures, which became effective on August 1, 2010 and
subsequently amended on December 15, 2017. The Online Games Measures provide that any entity engaging in online game operation
activities shall obtain the Internet Culture Operation License and must meet certain requirements such as minimum registered capital
and shall conduct online game operation within the approved business scope. Online game developers are generally involved in the
purchase of servers and bandwidth, the control and management of game data, the maintenance of game systems and certain other maintenance
tasks in our operation of online games. The Guangzhou branch of the MOC has confirmed that such outsourcing and cooperation activities
are not considered conducting online game operation activities, and that online game developers do not have to obtain the Internet
Culture Operation License in accordance with the Online Games Measures. However, due to lack of detailed interpretative rules and
uniform implementation practices and broad discretion of the local competent authorities, there are still uncertainties on the
MOC’s interpretation and implementation of these measures. If the MOC determines in the future that such qualifications or
requirements apply to the online game developers for their involvement in the online game operations, we may have to terminate
our revenue-sharing arrangements with certain unqualified online game developers and may even be subject to various penalties,
which may negatively impact our results of operations and financial condition.
The interpretation and application of existing
PRC laws, regulations and policies and possible new laws, regulations or policies relating to the internet industry have created
substantial uncertainties regarding the legality of existing and future foreign investments in, and the businesses and activities
of, internet businesses in China, including our business. There are also risks that we may be found to violate the existing or
future laws and regulations given the uncertainty and complexity of China’s regulation of internet business.
Content posted or displayed on
our platforms may be found objectionable by PRC regulatory authorities and may subject us to penalties and other severe consequences.
The PRC government has adopted regulations
governing internet access and the distribution of information over the internet. Under these regulations, internet content providers
and internet publishers are prohibited from posting or displaying over the internet content that, among other things, violates
PRC laws and regulations, impairs the national dignity of China or the public interest, or is obscene, superstitious, fraudulent
or defamatory. Internet content providers are also prohibited from displaying content that may be deemed by relevant government
authorities as “socially destabilizing” or leaking “state secrets” of the PRC. Furthermore, internet content
providers who have broadcasted objectionable contents on one platform may be prohibited from broadcasting on all online live steaming
platforms, and such prohibition should be adhered to by all other online streaming platforms. Failure to comply with these requirements
may result in the revocation of licenses to provide internet content and other licenses, the closure of the concerned platforms
and reputational harm. The operator may also be held liable for such censored information displayed on or linked to their platform.
For a detailed discussion, see “Item 4. Information on the Company—B. Business Overview—PRC Regulation.”
We allow visitors to our portal websites
to upload written materials, images, pictures, and other content on the forums on our websites, and also allow users to share,
link to and otherwise access audio, video, games and other content from third parties through our platforms. For a description
of how content can be accessed on or through our live streaming platform, and what measures we take to lessen the likelihood that
we will be held liable for the nature of such content, see “Item 4. Information on the Company—B. Business Overview—Technology,”
“Item 4. Information on the Company—B. Business Overview—Intellectual Property,” and “—Risks
Related to Our Business—We may be subject to intellectual property infringement claims or other allegations, which could
result in our payment of substantial damages, penalties and fines, removal of relevant content from our website or seeking license
arrangements which may not be available on commercially reasonable terms.”
Since our inception, we have worked closely
with relevant government authorities to monitor the content on our platforms and to make the utmost effort in complying with relevant
laws and regulations. However, it may not be possible to timely determine in all cases the types of content that could result in
our liability as an internet operator, and if any of our internet content is deemed by the PRC government to violate any content
restrictions, we would not be able to continue to display such content and could become subject to penalties, including confiscation
of income, fines, suspension of business and revocation of required licenses, which could materially and adversely affect our business,
financial condition and results of operations. We may also be subject to potential liability for any unlawful actions of our users
or third party service providers on our platforms or for content we distribute that is deemed inappropriate. For example, we have
previously been subject to a few warnings and fines in an aggregate amount of RMB0.2 million in 2018 for having inappropriate content
on our platforms. Although we corrected these non-compliances and undertook measures to prevent the recurrence of such instances,
it may be difficult to determine the type of content or actions that may result in liability to us, and if we are found to be liable,
we may be prevented from operating our business in China. Moreover, the costs of compliance with these regulations may continue
to increase as a result of more content being uploaded or made available by an increasing number of users and third party partners
and developers, which may adversely affect our results of operations. Although we have adopted internal procedures to monitor content
uploaded to our website and to remove offending content once we become aware of any potential or alleged violation, we may not
be able to identify all the content that may violate relevant laws and regulations or third party intellectual property rights
and even if we manage to identify and remove offending content, we may still be held liable for such third-party content. Users
may upload content or images containing copyright violations and other illegal content and we may be subject to claims or become
involved in litigation proceedings. As a result, our reputation, business and results of operations may be materially and adversely
affected.
Advertisements shown on our platforms
may subject us to penalties and other administrative actions.
Under PRC advertising laws and regulations,
we are obligated to monitor the advertising content shown on our platforms to ensure that such content is true and accurate and
in full compliance with applicable laws and regulations. In addition, where a special government review is required for specific
types of advertisements prior to internet posting, such as advertisements relating to pharmaceuticals, medical instruments, agrochemicals
and veterinary pharmaceuticals, we are obligated to confirm that such review has been performed and approval has been obtained.
Violation of these laws and regulations may subject us to penalties, including fines, confiscation of our advertising income, orders
to cease dissemination of the advertisements and orders to publish an announcement correcting the misleading information. In circumstances
involving serious violations by us, PRC governmental authorities may force us to terminate our advertising operations or revoke
our licenses.
While we have made significant efforts to
ensure that the advertisements shown on our platforms are in full compliance with applicable PRC laws and regulations, we cannot
assure you that all the content contained in such advertisements or offers is true and accurate as required by the advertising
laws and regulations, especially given the uncertainty in the interpretation of these PRC laws and regulations. If we are found
to be in violation of applicable PRC advertising laws and regulations, we may be subject to penalties and our reputation may be
harmed, which may have a material adverse effect on our business, financial condition, results of operations and prospects.
Under the PRC enterprise income
tax law, we may be classified as a PRC “resident enterprise,” which could result in unfavorable tax consequences to
us and our shareholders and have a material adverse effect on our results of operations and the value of your investment.
Under the PRC enterprise income tax law
that became effective on January 1, 2008, an enterprise established outside the PRC with “de facto management bodies”
within the PRC is considered a “resident enterprise” for PRC enterprise income tax purposes and is generally subject
to a uniform 25% enterprise income tax rate on its worldwide income. On April 22, 2009, the State Administration of Taxation, or
the SAT, issued the Notice Regarding the Determination of Chinese-Controlled Overseas Incorporated Enterprises as PRC Tax Resident
Enterprise on the Basis of De Facto Management Bodies, or SAT Circular 82, which provides certain specific criteria for determining
whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China.
Further to SAT Circular 82, on August 3, 2011, the SAT issued the Administrative Measures of Enterprise Income Tax of Chinese-Controlled
Offshore Incorporated Resident Enterprises (Trial), or SAT Bulletin 45, which became effective on September 1, 2011, to provide
more guidance on the implementation of SAT Circular 82. SAT Bulletin 45 clarified certain issues in the areas of resident status
determination, post-determination administration and competent tax authorities.
According to SAT Circular 82, an offshore
incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be considered as a PRC tax resident enterprise
by virtue of having its “de facto management body” in China and will be subject to PRC enterprise income tax on its
worldwide income only if all of the following conditions are met: (a) the senior management and core management departments in
charge of its daily operations function have their presence mainly in the PRC; (b) its financial and human resources decisions
are subject to determination or approval by persons or bodies in the PRC; (c) its major assets, accounting books, company seals,
and minutes and files of its board and shareholders’ meetings are located or kept in the PRC; and (d) more than half of the
enterprise’s directors or senior management with voting rights habitually reside in the PRC. SAT Bulletin 45 further clarifies
the resident status determination, post-determination administration, as well as competent tax authorities. It also specifies that
when provided with a copy of Chinese tax resident determination certificate from a resident Chinese controlled offshore incorporated
enterprise, the payer should not withhold 10% income tax when paying the Chinese-sourced dividends, interest, royalties, etc. to
the Chinese controlled offshore incorporated enterprise.
Although SAT Circular 82 and SAT Bulletin
45 only apply to offshore incorporated enterprises controlled by PRC enterprises or PRC enterprise group instead of those controlled
by PRC individuals or foreigners, the determination criteria set forth therein may reflect SAT’s general position on how
the term “de facto management body” could be applied in determining the tax resident status of offshore enterprises,
regardless of whether they are controlled by PRC enterprises, individuals or foreigners.
We do not meet all of the conditions above;
therefore, we believe that we should not be treated as a “resident enterprise” for PRC tax purposes even if the standards
for “de facto management body” prescribed in the SAT Circular 82 are applicable to us. For example, our minutes and
files of the resolutions of our board of directors and the resolutions of our shareholders are maintained outside the PRC. In addition,
we are not aware of any offshore holding companies with a corporate structure similar to ours ever having been deemed to be a PRC
“resident enterprise” by the PRC tax authorities.
However, it is possible that the PRC tax
authorities may take a different view. If the PRC tax authorities determine that our Cayman Islands holding company is a PRC resident
enterprise for PRC enterprise income tax purposes, then our world-wide income could be subject to PRC tax at a rate of 25%, which
could materially reduce our net income. In addition, we will also be subject to PRC enterprise income tax reporting obligations.
Although dividends paid by one PRC tax resident
to another PRC tax resident should qualify as “tax-exempt income” under the enterprise income tax law, we cannot assure
you that dividends by our PRC subsidiaries to our Cayman Islands holding company will not be subject to a 10% withholding tax,
as the PRC foreign exchange control authorities, which enforce the withholding tax on dividends, and the PRC tax authorities have
not yet issued guidance with respect to the processing of outbound remittances to entities that are treated as resident enterprises
for PRC enterprise income tax purposes.
Foreign ADS holders may also be subject
to PRC withholding tax on dividends payable by us and gains realized on the sale or other disposition of ADSs or common shares,
if such income is sourced from within the PRC. Although our holding company is incorporated in the Cayman Islands, it remains unclear
whether dividends received and gains realized by our foreign ADS holders will be regarded as income from sources within the PRC
if we are classified as a PRC resident enterprise. Any such tax will reduce the returns on your investment in our ADSs.
Finally, we face uncertainties on the reporting
and consequences on private equity financing transactions, private share transfers and share exchange involving the transfer of
shares in our company by non-resident investors. According to the Notice on Strengthening Administration of Enterprise Income Tax
for Share Transfers by Non-PRC Resident Enterprises issued by the PRC State Administration of Taxation on December 10, 2009, with
retroactive effect from January 1, 2008, or SAT Circular 698, and the Notice on Several Issues Concerning Enterprise Income Tax
for Indirect Share Transfer by Non-PRC Resident Enterprises, issued by the PRC State Administration of Taxation on February 3,
2015, or SAT Circular 7, an “indirect transfer” of assets of a PRC resident enterprise, including equity interests
in a PRC resident enterprise, by non-PRC resident enterprises may be re-characterized and treated as a direct transfer of PRC taxable
properties, if such transaction arrangement lacks reasonable commercial purpose and was established for the purpose of reducing,
avoiding or deferring PRC enterprise income tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise
income tax, and tax filing or withholding obligations may be triggered, depending on the nature of the PRC taxable properties being
transferred. According to SAT Circular 7, “PRC taxable properties” include assets of a PRC establishment or place of
business, real properties in the PRC, and equity investments in PRC resident enterprises, in respect of which gains from their
transfer by a direct holder, being a non-PRC resident enterprise, would be subject to PRC enterprise income taxes. When determining
if there is a “reasonable commercial purpose” of the transaction arrangement, features to be taken into consideration
include: whether the main value of the equity interest of the relevant offshore enterprise derives from PRC taxable properties;
whether the assets of the relevant offshore enterprise mainly consists of direct or indirect investment in China or if its income
mainly derives from China; whether the offshore enterprise and its subsidiaries directly or indirectly holding PRC taxable properties
have real commercial nature which is evidenced by their actual function and risk exposure; the duration of existence of the business
model and organizational structure; the replicability of the transaction by direct transfer of PRC taxable properties; and the
tax situation of such indirect transfer and applicable tax treaties or similar arrangements. In respect of an indirect offshore
transfer of assets of a PRC establishment or place of business of a foreign enterprise, the resulting gain is to be included with
the annual enterprise filing of the PRC establishment or place of business being transferred, and would consequently be subject
to PRC enterprise income tax at a rate of 25%. Where the underlying transfer relates to PRC real properties or to equity investments
in a PRC resident enterprise, which is not related to a PRC establishment or place of business of a non-resident enterprise, a
PRC enterprise income tax at 10% would apply, subject to available preferential tax treatment under applicable tax treaties or
similar arrangements, and the party who is obligated to make the transfer payments has the withholding obligation. Where the payor
fails to withhold any or sufficient tax, the transferor shall declare and pay such tax to the competent tax authority by itself
within the statutory time limit. Late payment of applicable tax will subject the transferor to default interest. Currently, neither
SAT Circular 698 nor SAT Circular 7 applies to the sale of shares by investors through a public stock exchange where such shares
were acquired from a transaction through a public stock exchange. In October 2017, SAT issued the Announcement on Issues Relating
to Withholding at Source of Income Tax of Non-resident Enterprises, or SAT Circular 37, effective December 2017, superseded the
Non-resident Enterprises Measures and SAT Circular 698 as a whole and partially amended some provisions in SAT Circular 7. SAT
Circular 37 purports to clarify certain issues by providing the definition of equity transfer income and tax basis, the foreign
exchange rate to be used in the calculation of withholding amount, and the date of occurrence of the withholding obligation. Specifically,
SAT Circular 37 provides that where the transfer income subject to withholding at source is derived by a non-PRC resident enterprise
in instalments, the instalments may first be treated as recovery of costs of previous investments. Upon recovery of all costs,
the tax amount to be withheld must then be computed and withheld.
We cannot assure you that the PRC tax authorities
will not, at their discretion, adjust any capital gains and impose tax return filing and withholding or tax payment obligations
on the transferors and transferees, while our PRC subsidiaries may be requested to assist in the filing. Any PRC tax imposed on
a transfer of our shares or any adjustment of such gains would cause us to incur additional costs and may have a negative impact
on the value of your investment in our company.
If our preferential tax treatments
are revoked or become unavailable or if the calculation of our tax liability is successfully challenged by the relevant tax authorities,
we may be required to pay tax, interest and penalties in excess of our tax provisions, and our financial condition and results
of operations could be materially and adversely affected.
The Chinese government has provided various
tax incentives to our subsidiaries in China. These incentives include reduced enterprise income tax rates. For example, under the
PRC Enterprise Income Tax Law, or the EIT Law, which became effective on January 1, 2008 and subsequently amended on February 24,
2017 and on December 29, 2018, respectively, the statutory enterprise income tax rate is 25%. However, Guangzhou Huaduo, our PRC
consolidated affiliated entity in the PRC, renewed its qualification as a high and new technology enterprise, or HNTE, as of December
9, 2016 and, subject to the approval of an annual review by competent tax authorities in Guangdong, would be entitled to enjoy
a preferential enterprise income tax rate of 15% for three years, from 2016 through 2018. In addition, Guangzhou Huanju Shidai
has been recognized as a software enterprise since 2013, and is therefore entitled to a two-year exemption from enterprise income
tax followed by three years at 50% of the standard enterprise income tax rate starting from 2014, the first profit-making year.
Furthermore, Guangzhou Huanju Shidai was entitled to a preferential income tax rate of 10% in 2016 due to its “Key Software
Enterprise” status designated by the relevant government authorities. Guangzhou Huanju Shidai intends to file with the local
tax authority for the preferential tax rate of 10% for a “Key Software Enterprise” in 2017, and will be subject to
relevant governmental authorities’ assessment.
Huya Technology qualified as a
Software Enterprise and enjoyed tax exemption from 2017 to 2018 and will enjoy a 50% reduction in the applicable tax rates for
the three-year period commencing January 1, 2019. Guangzhou Huya was approved to be a HNTE in November 2018 and thus is entitled
to enjoy a preferential tax rate of 15% for three years commencing January 1, 2018. Guangzhou BaiGuoYuan applied for the HNTE
and received approval in December 2016 and thus is entitled to enjoy a preferential tax rate of 15% for the years 2016 through
2018. Guangzhou BaiGuoYuan will need to re-apply for HNTE qualification renewal in 2019. In addition, according to the applicable
provisions under Singapore law, corporations that are engaging in new high-value-added projects, expanding or upgrading their operations,
or undertaking incremental activities after their pioneer period may apply for their profits to be taxed at a reduced rate of 5%,
at minimum, for an initial period of up to ten years. The total tax relief period for each qualifying project or activity is subject
to a maximum of 40 years (inclusive of the post-pioneer relief period previously granted, if applicable). Bigo Technology Pte.
Ltd., or Bigo Technology, was approved for such preferential tax treatment, enabling it to enjoy the preferential tax rate of 5%
with the valid period from 2018 to 2022. Bigo Technology will need to re-apply for such preferential tax treatment in 2023.
However,
if any of the abovementioned companies fails to maintain its qualification for preferential tax treatments, its applicable enterprise
income tax rate may increase to 25% or the applicable standard tax rate, which could materially and adversely affect our financial
condition and results of operations.
China’s M&A Rules and
certain other PRC regulations establish complex procedures for certain acquisitions of Chinese companies by foreign investors,
which could make it more difficult for us to pursue growth through acquisitions in China.
Six PRC regulatory agencies promulgated
regulations effective on September 8, 2006, subsequently amended on June 22, 2009, that are commonly referred to as the M&A
Rules. See “Item 4. Information on the Company—B. Business Overview—PRC Regulation—New M&A Regulations
and Overseas Listings.” The M&A Rules establish procedures and requirements that could make some acquisitions of Chinese
companies by foreign investors more time-consuming and complex, including requirements in some instances that the MOFCOM be notified
in advance of any change-of-control transaction in which a foreign investor takes control of a Chinese domestic enterprise or a
foreign company with substantial PRC operations, if certain thresholds under the Provisions on Thresholds for Prior Notification
of Concentrations of Undertakings, issued by the State Council on August 3, 2008 and amended on September 18, 2018, are triggered.
Moreover, the Anti-Monopoly Law promulgated by the Standing Committee of the National People’s Congress on August 30, 2007
which became effective on August 1, 2008 requires that transactions which are deemed concentrations and involve parties with specified
turnover thresholds (for example, during the previous fiscal year, (i) the total global turnover of all operators participating
in the transaction exceeds RMB10 billion (US$1.4 billion) and at least two of these operators each had a turnover of more than
RMB400 million (US$57.6 million) within China, or (ii) the total turnover within China of all the operators participating in the
concentration exceeded RMB2 billion (US$0.3 billion) and at least two of these operators each had a turnover of more than RMB400
million (US$57.6 million) within China) must be cleared by the MOFCOM before they can be completed. In addition, on February 3,
2011, the General Office of the State Council promulgated a Notice on Establishing the Security Review System for Mergers and Acquisitions
of Domestic Enterprises by Foreign Investors, or the Circular No. 6, which officially established a security review system for
mergers and acquisitions of domestic enterprises by foreign investors. Under Circular No. 6, a security review is required for
mergers and acquisitions by foreign investors having “national defense and security” concerns and mergers and acquisitions
by which foreign investors may acquire the “de facto control” of domestic enterprises with “national security”
concerns.
In the future, we may grow our business
by acquiring complementary businesses. Complying with the requirements of the above-mentioned regulations and other relevant rules
to complete such transactions could be time-consuming, and any required approval processes, including obtaining approval from the
MOFCOM or its local counterparts, may delay or inhibit our ability to complete such transactions. It is unclear whether our business
would be deemed to be in an industry that raises “national defense and security” or “national security”
concerns. However, MOFCOM or other government agencies may publish explanations in the future determining that our business is
in an industry subject to the security review, in which case our future acquisitions in the PRC, including those by way of entering
into contractual control arrangements with target entities, may be closely scrutinized or prohibited. Our ability to expand our
business or maintain or expand our market share through future acquisitions would as such be materially and adversely affected.
PRC regulations relating to offshore
investment activities by PRC residents may limit our PRC subsidiaries’ ability to increase their registered capital or distribute
profits to us or otherwise expose us to liability and penalties under PRC law.
The PRC State Administration of Foreign
Exchange, or SAFE, has promulgated regulations, including the Notice on Relevant Issues Relating to Domestic Residents’ Investment
and Financing and Round-Trip Investment through Special Purpose Vehicles, or SAFE Circular No. 37, effective on July 4, 2014, and
its appendixes, that require PRC residents, including PRC institutions and individuals, to register with local branches of SAFE
in connection with their direct establishment or indirect control of an offshore entity, for the purpose of overseas investment
and financing, with such PRC residents’ legally owned assets or equity interests in domestic enterprises or offshore assets
or interests, referred to in SAFE Circular No. 37 as a “special purpose vehicle.” SAFE Circular No. 37 further requires
amendment to the registration in the event of any significant changes with respect to the special purpose vehicle, such as increase
or decrease of capital contributed by PRC individuals, share transfer or exchange, merger, division or other material event. In
the event that a PRC shareholder holding interests in a special purpose vehicle fails to fulfill the required SAFE registration,
the PRC subsidiaries of that special purpose vehicle may be prohibited from making profit distributions to the offshore parent
and from carrying out subsequent cross-border foreign exchange activities, and the special purpose vehicle may be restricted in
their ability to contribute additional capital into its PRC subsidiary. Further, failure to comply with the various SAFE registration
requirements described above could result in liability under PRC law for foreign exchange evasion, including (i) the requirement
by SAFE to return the foreign exchange remitted overseas within a period specified by SAFE, with a fine of up to 30% of the total
amount of foreign exchange remitted overseas and deemed to have been evasive and (ii) in circumstances involving serious violations,
a fine of no less than 30% of and up to the total amount of remitted foreign exchange deemed evasive. Furthermore, the persons-in-charge
and other persons at our PRC subsidiaries who are held directly liable for the violations may be subject to criminal sanctions.
Our PRC resident shareholders, Mr. David
Xueling Li and Jun Lei, had registered with the local SAFE branch. Since there remains uncertainty with respect to the interpretation
and implementation of Circular No. 37, and we cannot predict how such SAFE regulations will affect our business operations. For
example, our present and prospective PRC subsidiaries’ ability to conduct foreign exchange activities, such as the remittance
of dividends and foreign currency-denominated borrowings, may be subject to compliance with the SAFE regulations by our PRC resident
shareholders. In addition, in some cases, we may have little control over either our present or prospective direct or indirect
PRC resident shareholders or the outcome of such registration procedures. A failure by our current or future PRC resident shareholders
to comply with the SAFE regulations, including but not limited to any delay in subsequent filings, could subject us to fines or
other legal sanctions, restrict our cross-border investment activities, limit our subsidiary’s ability to make distributions
or pay dividends or affect our ownership structure, which could adversely affect our business and prospects.
On February 15, 2012, SAFE promulgated the
Notices on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plans
of Overseas Publicly-Listed Companies, or the Stock Option Rules. Under the Stock Option Rules and other relevant rules and regulations,
PRC residents who participate in stock incentive plan in an overseas publicly-listed company are required to register with SAFE
or its local branches and complete certain other procedures. Participants of a stock incentive plan who are PRC residents must
retain a qualified PRC agent, which could be a PRC subsidiary of such overseas publicly listed company or another qualified institution
selected by such PRC subsidiary, to conduct the SAFE registration and other procedures with respect to the stock incentive plan
on behalf of its participants. Such participants must also retain an overseas entrusted institution to handle matters in connection
with their exercise of stock options, the purchase and sale of corresponding stocks or interests and fund transfers. In addition,
the PRC agent is required to amend the SAFE registration with respect to the stock incentive plan if there is any material change
to the stock incentive plan, the PRC agent or the overseas entrusted institution or other material changes. We and our PRC employees
who have been granted stock options, restricted shares and restricted share units are subject to these regulations, and are preparing
to complete such SAFE registrations. Failure of our PRC stock option holders, restricted shareholders or restricted share units
holders to complete their SAFE registrations may subject these PRC residents to fines and legal sanctions and may also limit our
ability to contribute additional capital into our PRC subsidiaries, limited our PRC subsidiaries’ ability to distribute dividends
to us, or otherwise materially and adversely affect our business.
PRC regulation of direct investment
and loans by offshore holding companies to PRC entities may delay or limit us from using the proceeds of public offerings to make
additional capital contributions or loans to our PRC subsidiaries.
We are an offshore holding company conducting
our operations in China through our PRC subsidiaries and variable interest entities. We may make loans to our PRC subsidiaries
and variable interest entities, or we may make additional capital contributions to our PRC subsidiaries.
Any capital contributions or loans that
we, as an offshore entity, make to our PRC subsidiaries, including from the proceeds of our public offerings, are subject to PRC
regulations. For example, none of our loans to a PRC subsidiary can exceed the difference between its total amount of investment
and its registered capital approved under relevant PRC laws, and the loans must be registered with the local branch of SAFE. Our
capital contributions to our PRC subsidiaries must be approved by the MOFCOM or its local counterpart.
In August 2008, SAFE issued the Circular
on the Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency
Capital of Foreign-Invested Enterprises, or SAFE Circular 142, regulating the conversion by a foreign-invested enterprise of foreign
currency-registered capital into RMB by restricting how the converted RMB may be used. In addition, SAFE promulgated Circular 45
on November 9, 2011 in order to clarify the application of SAFE Circular 142. Under SAFE Circular 142 and Circular 45, the RMB
capital converted from foreign currency registered capital of a foreign-invested enterprise may only be used for purposes within
the business scope approved by the applicable government authority and may not be used for equity investments within the PRC. In
addition, SAFE strengthened its oversight of the flow and use of the RMB capital converted from foreign currency registered capital
of foreign-invested enterprises. The use of such RMB capital may not be changed without SAFE’s approval, and such RMB capital
may not in any case be used to repay RMB loans if the proceeds of such loans have not been used.
Since SAFE Circular 142 has been in place
for more than five years, in 2014, SAFE decided to further reform the foreign exchange administration system in order to satisfy
and facilitate the business and capital operations of foreign invested enterprises, and issued the Circular on the Relevant Issues
Concerning the Launch of Reforming Trial of the Administration Model of the Settlement of Foreign Currency Capital of Foreign-Invested
Enterprises in Certain Areas on July 4, 2014, or SAFE Circular 36. SAFE Circular 36 suspends the application of SAFE Circular 142
in certain areas and allows a foreign-invested enterprise registered in such areas to use the RMB capital converted from foreign
currency registered capital for equity investments within the scope of business, which will be regarded as the reinvestment of
foreign-invested enterprise. On March 30, 2015, SAFE issued the Circular on the Reforming of the Management Method of the Settlement
of Foreign Currency Capital of Foreign-Invested Enterprises, or SAFE Circular 19, took effect on June 1, 2015, and replaced SAFE
Circular 142 and SAFE Circular 36. Under SAFE Circular 19, a foreign-invested enterprise, within the scope of business, may also
choose to convert its registered capital from foreign currency to RMB on a discretionary basis, and the RMB capital so converted
can be used for equity investments within PRC, which will be regarded as the reinvestment of foreign-invested enterprise.
The Notice of the SAFE on Reforming and
Standardizing the Foreign Exchange Settlement Management Policy of Capital Account, promulgated by the SAFE and became effective
on June 9, 2016 provides that discretionary foreign exchange settlement applies to foreign exchange capital, foreign debt offering
proceeds and remitted foreign listing proceeds, and the corresponding RMB capital converted from foreign exchange are not restricted
from extending loans to related parties or repaying the inter-company loans (including advances by third parties). On January 26,
2017, SAFE promulgated the Circular on Further Improving Reform of Foreign Exchange Administration and Optimizing Genuineness and
Compliance Verification, or Circular 3, which stipulates several capital control measures with respect to the outbound remittance
of profit from domestic entities to offshore entities, including (i) under the principle of genuine transaction, banks shall check
board resolutions regarding profit distribution, the original version of tax filing records and audited financial statements; and
(ii) domestic entities shall hold income to account for previous years’ losses before remitting the profits. Moreover, pursuant
to Circular 3, domestic entities shall make detailed explanations of the sources of capital and utilization arrangements, and provide
board resolutions, contracts and other proof when completing the registration procedures in connection with an outbound investment.
In light of the various requirements imposed
by PRC regulations on loans to and direct investment in PRC entities by offshore holding companies, we cannot assure you that we
will be able to complete the necessary registration or obtain the necessary approval on a timely basis, or at all. If we fail to
complete the necessary registration or obtain the necessary approval, our ability to make loans or equity contributions to our
PRC subsidiaries may be negatively affected, which could adversely affect our PRC subsidiaries’ liquidity and their ability
to fund their working capital and expansion projects and meet their obligations and commitments.
Our PRC subsidiaries and PRC consolidated
affiliated entities are subject to restrictions on paying dividends or making other payments to us, which may restrict our ability
to satisfy our liquidity requirements.
We are a holding company incorporated in
the Cayman Islands. We rely on dividends from our PRC subsidiaries as well as consulting and other fees paid to us by our PRC consolidated
affiliated entities for our cash and financing requirements, such as the funds necessary to pay dividends and other cash distributions
to our shareholders, including holders of our ADSs, and service any debt we may incur. Current PRC regulations permit our PRC subsidiaries
to pay dividends to us only out of their accumulated after-tax profits upon satisfaction of relevant statutory condition and procedures,
if any, determined in accordance with Chinese accounting standards and regulations. In addition, each of our PRC subsidiaries is
required to set aside at least 10% of its accumulated profits each year, if any, to fund certain reserve funds until the total
amount set aside reaches 50% of its registered capital. As of December 31, 2018, appropriations to statutory reserves amounting
to RMB101.7 million were made by fifteen of our PRC consolidated affiliated entities. These reserves are not distributable as cash
dividends. Furthermore, if our PRC subsidiaries and PRC consolidated affiliated entities incur debt on their own behalf in the
future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us, which may
restrict our ability to satisfy our liquidity requirements.
In addition, the EIT Law, and its implementation
rules provide that withholding tax rate of 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident
enterprises unless otherwise exempted or reduced according to treaties or arrangements between the PRC central government and governments
of other countries or regions where the non-PRC-resident enterprises are incorporated.
Fluctuations in exchange rates
could have a material adverse effect on our results of operations and the value of your investment.
The value of the RMB against the U.S. dollar
and other currencies is affected by changes in China’s political and economic conditions and by China’s foreign exchange
policies, among other things. In July 2005, the PRC government changed its decades-old policy of pegging the value of the RMB to
the U.S. dollar, and the RMB appreciated more than 20% against the U.S. dollar over the following three years. Between July 2008
and June 2010, this appreciation halted and the exchange rate between the RMB and the U.S. dollar remained within a narrow band.
Since June 2010, the RMB has fluctuated against the U.S. dollar, at times significantly and unpredictably. On November 30, 2015,
the Executive Board of the International Monetary Fund (IMF) completed the regular five-year review of the basket of currencies
that make up the Special Drawing Right, or the SDR, and decided that with effect from October 1, 2016, Renminbi is determined to
be a freely usable currency and will be included in the SDR basket as a fifth currency, along with the U.S. dollar, the Euro, the
Japanese yen and the British pound. In 2018, the Renminbi depreciated significantly in the backdrop of a surging U.S. dollar and
persistent capital outflows of China. With the development of the foreign exchange market and progress towards interest rate liberalization
and Renminbi internationalization, the PRC government may in the future announce further changes to the exchange rate system and
we cannot assure you that the Renminbi will not appreciate or depreciate significantly in value against the U.S. dollar in the
future. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the
RMB and the U.S. dollar in the future.
There remains significant international
pressure on the Chinese government to adopt a flexible currency policy to allow the Renminbi to appreciate against the U.S. dollar.
Significant revaluation of the Renminbi may have a material adverse effect on your investment. Substantially all of our revenues
and costs are denominated in Renminbi. Any significant revaluation of Renminbi may materially and adversely affect our revenues,
earnings and financial position, and the value of, and any dividends payable on, our ADSs in U.S. dollars. To the extent that we
need to convert U.S. dollars into RMB for capital expenditures and working capital and other business purposes, appreciation of
the RMB against the U.S. dollar would have an adverse effect on the RMB amount we would receive from the conversion. Conversely,
a significant depreciation of the Renminbi against the U.S. dollar may significantly reduce the U.S. dollar equivalent of our earnings,
which in turn could adversely affect the price of our ADSs, and if we decide to convert RMB into U.S. dollars for the purpose of
making payments for dividends on our common shares or ADSs, strategic acquisitions or investments or other business purposes, appreciation
of the U.S. dollar against the RMB would have a negative effect on the U.S. dollar amount available to us.
Very limited hedging options are available
in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into any hedging transactions in an
effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions in the
future, the availability and effectiveness of these hedges may be limited and we may not be able to adequately hedge our exposure
or at all. In addition, our currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability
to convert Renminbi into foreign currency. As a result, fluctuations in exchange rates may have a material adverse effect on your
investment.
Governmental control of currency
conversion may limit our ability to utilize our revenues effectively and affect the value of your investment.
The PRC government imposes control on the
convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. We receive
substantially all of our revenues in Renminbi. Under existing PRC foreign exchange regulations, payments of current account items,
including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign
currencies without prior SAFE approval by complying with certain procedural requirements. Therefore, our PRC subsidiaries are able
to pay dividends in foreign currencies to us without prior approval from SAFE. However, approval from or registration with appropriate
government authorities is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital
expenses such as the repayment of loans denominated in foreign currencies. The PRC government may also at its discretion restrict
access to foreign currencies for current account transactions in the future. If the foreign exchange control system prevents us
from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay dividends in foreign
currencies to our shareholders, including holders of our ADSs.
If the custodians or authorized
users of controlling non-tangible assets of our company, including our corporate chops and seals, fail to fulfill their responsibilities,
or misappropriate or misuse these assets, our business and operations could be materially and adversely affected.
Under PRC law, legal documents for corporate
transactions, including contracts such as revenue-sharing contracts with online game developers which are important to our business,
are executed using the chops or seals of the signing entity or with the signature of a legal representative whose designation is
registered and filed with the relevant branch of the Administration of Industry and Commerce.
Although we usually utilize chops to enter
into contracts, the designated legal representatives of each of our PRC subsidiaries and consolidated affiliated entities have
the apparent authority to enter into contracts on behalf of such entities without chops and bind such entities. All designated
legal representatives of our PRC subsidiaries and consolidated affiliated entities are members of our senior management team who
have signed employment agreements with us or our PRC subsidiaries and consolidated affiliated entities under which they agree to
abide by various duties they owe to us. In order to maintain the physical security of our chops and chops of our PRC entities,
we generally store these items in secured locations accessible only by the authorized personnel in the legal or finance department
of each of our subsidiaries and consolidated affiliated entities. Although we monitor such authorized personnel, there is no assurance
such procedures will prevent all instances of abuse or negligence. Accordingly, if any of our authorized personnel misuse or misappropriate
our corporate chops or seals, we could encounter difficulties in maintaining control over the relevant entities and experience
significant disruption to our operations. If a designated legal representative obtains control of the chops in an effort to obtain
control over any of our PRC subsidiaries or consolidated affiliated entities, we or our PRC subsidiaries and consolidated affiliated
entities would need to pass a new shareholder or board resolution to designate a new legal representative and we would need to
take legal action to seek the return of the chops, apply for new chops with the relevant authorities, or otherwise seek legal redress
for the violation of the representative’s fiduciary duties to us, which could involve significant time and resources and
divert management attention away from our regular business. In addition, the affected entity may not be able to recover corporate
assets that are sold or transferred out of our control in the event of such a misappropriation if a transferee relies on the apparent
authority of the representative and acts in good faith.
Our auditor, like other independent
registered public accounting firms operating in China, is not permitted to be subject to inspection by Public Company Accounting
Oversight Board or PCAOB, and as such, investors may be deprived of the benefits of such inspection.
The independent registered public accounting
firm that issues the audit reports included in this annual report, as an auditor of companies that are traded publicly in the United
States and a firm registered with PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections
to assess its compliance with applicable professional standards. Because our auditor is located in the Peoples’ Republic
of China, a jurisdiction where the PCAOB is currently unable to conduct inspections without the approval of the Chinese authorities,
our auditor is currently not inspected by the PCAOB. On May 24, 2013, PCAOB announced that it had entered into a Memorandum of
Understanding on Enforcement Cooperation with the China Securities Regulatory Commission, or the CSRC, and the Ministry of Finance
which establishes a cooperative framework between the parties for the production and exchange of audit documents relevant to investigations
in the United States and China. PCAOB continues to be in discussions with the CSRC and the Ministry of Finance to permit joint
inspections in the PRC of audit firms that are registered with PCAOB and audit Chinese companies that trade on U.S. exchanges.
On December 7, 2018, the SEC and the PCAOB issued a joint statement highlighting continued challenges faced by the U.S. regulators
in their oversight of financial statement audits of U.S.-listed companies with significant operations in China. However, it remains
unclear what further actions, if any, the SEC and PCAOB will take to address the problem.
Inspections of other firms that the PCAOB
has conducted outside China have identified deficiencies in those firms’ audit procedures and quality control procedures,
which may be addressed as part of the inspection process to improve future audit quality. The lack of PCAOB inspections in China
prevents the PCAOB from regularly evaluating our auditor’s audits and its quality control procedures. As a result, investors
may be deprived of the benefits of PCAOB inspections.
The inability of the PCAOB to conduct inspections
of auditors in China makes it more difficult to evaluate the effectiveness of our auditor’s audit procedures or quality control
procedures as compared to auditors outside of China that are subject to PCAOB inspections. Investors may lose confidence in our
reported financial information and procedures and the quality of our financial statements.
Additional remedial measures could
be imposed on certain PRC-based accounting firms, including our independent registered public accounting firm, in administrative
proceedings instituted by the SEC, as a result of which our financial statements may be determined to not be in compliance with
the requirements of the Exchange Act, if at all.
In December 2012, the SEC brought administrative
proceedings against the PRC-based affiliates of the Big Four accounting firms, including our independent registered public accounting
firm, alleging that they had violated U.S. securities laws by failing to provide audit work papers and other documents related
to certain other PRC-based companies under investigation by the SEC. On January 22, 2014, an initial administrative law decision
was issued, censuring and suspending these accounting firms from practicing before the SEC for a period of six months. The decision
was neither final nor legally effective until reviewed and approved by the SEC, and on February 12, 2014, the PRC-based accounting
firms appealed to the SEC against this decision. In February 2015, each of the four PRC-based accounting firms agreed to a censure
and to pay a fine to the SEC to settle the dispute and avoid suspension of their ability to practice before the SEC. The settlement
required the firms to follow detailed procedures to seek to provide the SEC with access to such firms’ audit documents via
the CSRC. If the firms did not follow these procedures or if there was failure in the process between the SEC and the CSRC, the
SEC could impose penalties such as suspensions, or it could restart the administrative proceedings. Under the terms of the settlement,
the underlying proceeding against the four PRC-based accounting firms was deemed dismissed with prejudice four years after entry
of the settlement. The four-year mark occurred on February 6, 2019. While we cannot predict if the SEC will further challenge
the four PRC-based accounting firms’ compliance with U.S. law in connection with U.S. regulatory requests for audit work
papers or if the results of such challenge would result in the SEC imposing penalties such as suspensions.
In the event that the PRC-based affiliates
of the Big Four accounting firms become subject to additional legal challenges by the SEC or PCAOB, depending upon the final outcome,
listed companies in the United States with major PRC operations may find it difficult or impossible to retain auditors in respect
of their operations in the PRC, which could result in financial statements being determined to not be in compliance with the requirements
of the Exchange Act, including possible delisting. Moreover, any negative news about the proceedings against these audit firms
may cause investor uncertainty regarding PRC-based, United States-listed companies and the market price of our ADSs may be adversely
affected.
If our independent registered public accounting
firm was denied, even temporarily, the ability to practice before the SEC and we were unable to timely find another registered
public accounting firm to audit and issue an opinion on our financial statements, our financial statements could be determined
not to be in compliance with the requirements of the Exchange Act. Such a determination could ultimately lead to the delisting
of our Class A common shares from the Nasdaq Global Select Market or deregistration from the SEC, or both, which would substantially
reduce or effectively terminate the trading of our ADSs in the United States.
Substantial uncertainties exist
with respect to the interpretation and implementation of the new Foreign Investment Law and how it may impact the viability of
our current corporate structure, corporate governance and business operations.
On March 15, 2019, the Standing Committee
of the National People’s Congress promulgated the Foreign Investment Law, or the New Foreign Investment Law, which will become
effective on January 1, 2020, aiming to, upon its enactment, replace the trio of existing laws regulating foreign investment in
China, namely,
the Sino-foreign Equity Joint Venture Enterprise Law, the Sino-foreign Cooperative Joint Venture Enterprise Law
and
the Wholly Foreign-invested Enterprise Law
, together with their implementation rules and ancillary regulations. The
New Foreign Investment Law embodies an expected PRC regulatory trend to rationalize its foreign investment regulatory regime in
line with prevailing international practice and the legislative efforts to unify the corporate legal requirements for both foreign
and domestic investments.
The New Foreign Investment Law stipulates
three forms of foreign investment, but does not explicitly stipulate the contractual arrangements under the “variable interest
equity” structures as a form of foreign investment. The New Foreign Investment Law further stipulates that foreign investment
includes “foreign investors invest in China through any other methods under laws, administrative regulations, or provisions
prescribed by the State Council.” Therefore, it is possible that future laws, administrative regulations or provisions of
the State Council may stipulate contractual arrangements as a form of foreign investment. Since the New Foreign Investment Law
has only been promulgated for a very short period, there remains uncertainties with respect to its interpretation and implementation.
Under the New Foreign Investment Law, and if the then implementation rules and ancillary regulations explicitly exclude contractual
arrangements as a form of foreign investment, the Contractual Arrangements will not be deemed as a foreign investment, and our
Contractual Arrangements as a whole and each of the agreements comprising the Contractual Arrangements will not be materially affected
solely by the implementation of the New Foreign Investment Law. Conversely, if contractual arrangements are then incorporated as
a form of foreign investment, it may materially impact our corporate governance practice and increase our compliance costs.
Risks Related to Our ADSs
The trading prices of our ADSs are likely
to be volatile, which could result in substantial losses to investors.
The daily closing trading prices of our
ADSs ranged from US$56.97 to US$140.39 in 2018. The trading price of our ADSs is likely to be volatile and could fluctuate widely
due to factors beyond our control. This may happen because of broad market and industry factors, like the performance and fluctuation
in the market prices or the underperformance or deteriorating financial results of other similarly situated companies in China
that have listed their securities in the United States in recent years. The securities of some of these companies have experienced
significant volatility since their initial public offerings, including, in some cases, substantial price declines in the trading
prices of their securities. The trading performances of these Chinese companies’ securities after their offerings, including
companies in internet and social networking businesses, may affect the attitudes of investors toward Chinese companies listed in
the United States, which consequently may impact the trading performance of our ADSs, regardless of our actual operating performance.
In addition, any negative news or perceptions about inadequate corporate governance practices or fraudulent accounting or other
practices at other Chinese companies may also negatively affect the attitudes of investors towards Chinese companies in general,
including us, regardless of whether we have engaged in such practices. Furthermore, the stock market in general has experienced extreme price and
volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies like us. These
broad market and industry fluctuations may adversely affect the market price of our ADSs.
In addition to market and industry factors,
the price and trading volume for our ADSs may be highly volatile due to specific factors, including the following:
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variations in our net revenues, earnings and cash flow;
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announcements of new investments, acquisitions, strategic partnerships, or joint ventures;
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announcements of new services and expansions by us or our competitors;
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changes in financial estimates by securities analysts;
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changes in the number of our registered or active users;
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fluctuations in the number of paying users or other operating metrics;
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failure on our part to realize monetization opportunities as expected;
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additions or departures of key personnel;
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release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities;
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detrimental negative publicity about us, our competitors or our industry; and
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potential litigation or regulatory proceedings or changes.
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Any of these factors may result in large
and sudden changes in the volume and price at which our ADSs will trade.
If securities or industry analysts
do not publish research or reports about our business, or if they adversely change their recommendations regarding our ADSs, the
market price for our ADSs and trading volume could decline.
The trading market for our ADSs will be
influenced by research or reports that industry or securities analysts publish about our business. If one or more analysts who
cover us downgrade our ADSs, the market price for our ADSs would likely decline. If one or more of these analysts cease to cover
us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which, in turn, could cause the
market price or trading volume for our ADSs to decline.
The sale or availability for sale,
or perceived sale or availability for sale, of substantial amounts of our ADSs could adversely affect their market price.
Sales of substantial amounts of our
ADSs in the public market, or the perception that these sales could occur, could adversely affect the market price of our
ADSs and could materially impair our ability to raise capital through equity offerings in the future. Our ADSs are freely
tradable by persons other than our affiliates without restriction or further registration under the Securities Act of 1933,
as amended, or the Securities Act, and shares held by our existing shareholders may also be sold in the public market in the
future subject to the restrictions in Rule 144 and Rule 701 under the Securities Act. In addition, common shares subject to
our outstanding share-based awards, including options, restricted shares and restricted share units, are eligible for sale in
the public market to the extent permitted by the provisions of various vesting agreements, Rules 144 and 701 under the
Securities Act. We may also issue additional options in the future which may be exercised for additional common shares and
additional restricted shares and restricted share units which may vest. As of April 15, 2019, we had 1,251,175,742 Class A
common shares (excluding 45,926,302 outstanding restricted shares and treasury Class A common shares held by
entities controlled by us) and 326,509,555 Class B common shares outstanding. We cannot predict what effect, if any, market
sales of securities held by our significant shareholders or any other shareholder or the availability of these securities for
future sale will have on the market price of our ADSs.
We may be classified as a passive
foreign investment company, or PFIC, for United States federal income tax purposes, which could subject United States holders of
our ADSs or common shares to significant adverse United States income tax consequences.
We will be classified as a “passive
foreign investment company,” or “PFIC” for United States federal income tax purposes for any taxable year, if
either (a) 75% or more of our gross income for such year consists of certain types of “passive” income or (b) 50% or
more of the average quarterly value of our assets (as determined on the basis of fair market value) during such year produce or
are held for the production of passive income. Although the law in this regard is unclear, we treat Guangzhou Huaduo, Beijing Tuda,
Bilin Online and Guangzhou Huya as being owned by us for United States federal income tax purposes, not only because we exercise
effective control over the operation of such entities but also because we are entitled to substantially all of their economic benefits,
and, as a result, we consolidate their operating results in our consolidated financial statements.
No assurance can be given with respect to
our PFIC status for the taxable year ended December 31, 2018 or any future taxable year. The determination of whether we are or
will become a PFIC is uncertain because it is a fact-intensive inquiry made on an annual basis that depends, in part, on the composition
of our income and assets. Fluctuations in the market price of our ADSs may cause us to become a PFIC for the current taxable year
or future taxable years. The determination of whether we will be or become a PFIC will also be affected by how, and how quickly,
we use our liquid assets. Under circumstances where we determine not to deploy significant amounts of cash for active purposes,
our risk of being classified as a PFIC may substantially increase. It is also possible that the Internal Revenue Service may challenge
our classification or valuation of our goodwill and other unbooked intangibles, which may result in our company being or, becoming
classified as, a PFIC for the current or future taxable years. The determination of whether we will be or become a PFIC will also
depend, in part, upon the nature of our income and assets over time, which are subject to change from year to year. There can be
no assurance our business plans will not change in a manner that will affect our PFIC status.
If we are classified as a PFIC in any taxable
year, a U.S. holder (as defined in “Item 10. Additional Information—E. Taxation—United States Federal Income
Tax Considerations”) may incur significantly increased United States income tax on gain recognized on the sale or other disposition
of the ADSs or common shares and on the receipt of distributions on the ADSs or common shares to the extent such gain or distribution
is treated as an “excess distribution” under the United States federal income tax rules. Further, if we are classified
as a PFIC for any year during which a U.S. holder holds our ADSs or common shares, we generally will continue to be treated as
a PFIC for all succeeding years during which such U.S. holder holds our ADSs or common shares. Alternatively, U.S. holders of PFIC
shares can sometimes avoid the rules described above by making certain elections, including a “mark-to-market” election
or electing to treat a PFIC as a “qualified electing fund.” However, U.S. holders will not be able to make an election
to treat us as a “qualified electing fund” because, even if we were to be or become a PFIC, we do not intend to comply
with the requirements necessary to permit U.S. holders to make such election. Each U.S. holder is urged to consult its tax advisor
concerning the United States federal income tax considerations relating to the ownership and disposition of our ADSs or common
shares if we are treated as a PFIC for our current taxable year ending December 31, 2019 or any future taxable year (including
the possibility of making a “mark-to-market” election and the unavailability of an election to treat us as a qualified
electing fund). For more information see “Item 10. Additional Information—E. Taxation— United States Federal
Income Tax Considerations—Passive Foreign Investment Company Rules.”
Our dual class common share structure
with different voting rights will limit your ability to influence corporate matters and could discourage others from pursuing any
change of control transactions that holders of our Class A common shares and ADSs may view as beneficial.
Our common shares are divided into Class
A common shares and Class B common shares. Holders of Class A common shares are entitled to one vote per share, while holders of
Class B common shares are entitled to ten votes per share, voting together as one class on all matters requiring a shareholders’
vote. Each Class B common share is convertible into one Class A common share at any time by the holder thereof. Class A common
shares are not convertible into Class B common shares under any circumstances. Upon any transfer of Class B common shares by a
holder thereof to any person or entity that is not an affiliate of such holder, such Class B common shares will be automatically
and immediately converted into an equal number of Class A common shares.
Due to the disparate voting powers attached
to these two classes of common shares, as of April 15, 2019, Mr. David Xueling Li and his respective affiliates, held 75.4% of
the total voting power of our company and have considerable influence over all matters requiring a shareholders’ vote, including
election of directors and significant corporate transactions, such as a merger or sale of our company or our assets. This concentrated
control will limit your ability to influence corporate matters and could discourage others from pursuing any potential merger,
takeover or other change of control transactions that holders of Class A common shares and ADSs may view as beneficial.
Our articles of association contain
anti-takeover provisions that could have a material adverse effect on the rights of holders of our common shares and ADSs.
Our articles of association contain provisions
to limit the ability of others to acquire control of our company or cause us to engage in change-of-control transactions. These
provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing
market prices by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transaction.
For example, our board of directors has the authority, without further action by our shareholders, to issue preferred shares in
one or more series and to fix their designations, powers, preferences, privileges, and relative participating, optional or special
rights and the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms
of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our common shares,
in the form of ADSs or otherwise. Preferred shares could be issued quickly with terms calculated to delay or prevent a change in
control of our company or make removal of management more difficult. If our board of directors decides to issue preferred shares,
the price of our ADSs may fall and the voting and other rights of the holders of our common shares and ADSs may be materially and
adversely affected.
You may face difficulties in protecting
your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman
Islands law.
We are an exempted company incorporated
under the laws of the Cayman Islands with limited liability. Our corporate affairs are governed by our amended and restated memorandum
and articles of association, the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands and
the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders
and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common
law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent
in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but
are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors
under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions
in the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States. Some
U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands.
In addition, shareholders of a Cayman Islands company may not have standing to initiate a shareholder derivative action in a federal
court of the United States.
Unlike many jurisdictions in the United
States, Cayman Islands law does not generally provide for shareholder appraisal rights on an approved arrangement and reconstruction
of a company. This may make it more difficult for you to assess the value of any consideration you may receive in a merger or consolidation
or to require that the offeror gives you additional consideration if you believe the consideration offered is insufficient. Moreover,
holders of our ADSs are not entitled to appraisal rights under Cayman Islands law. ADS holders that wish to exercise their appraisal
or dissentient rights must convert their ADSs into our Class A common shares by surrendering their ADSs to the depositary and paying
the ADS depositary fee.
Shareholders of Cayman Islands exempted
companies like us have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of lists of
shareholders of these companies. Our directors have discretion under our existing articles of association to determine whether
or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them
available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts
necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.
As a result of all of the above, public
shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the
board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States.
Judgments obtained against us
by our shareholders may not be enforceable in our home jurisdiction.
We are a Cayman Islands company and all
of our assets are located outside of the United States. Substantially all of our current operations are conducted in China. In
addition, a significant majority of our current directors and officers are nationals and residents of countries other than the
United States and substantially all of their assets are located outside the United States. As a result, it may be difficult or
impossible for you to bring an action against us or against these individuals in the United States in the event that you believe
that your rights have been infringed under the United States federal securities laws or otherwise. Even if you are successful in
bringing an action of this kind, the laws of the Cayman Islands and of China may render you unable to enforce a judgment against
our assets or the assets of our directors and officers.
There are uncertainties as to whether Cayman
Islands courts would:
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recognize or enforce against us or our directors or officers judgments of courts of the United States based on certain civil
liability provisions of U.S. securities laws; and
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impose liabilities against us or our directors or officers, in original actions brought in the Cayman Islands, based on certain
civil liability provisions of U.S. securities laws that are penal in nature.
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There is no statutory recognition in the
Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will generally recognize and
enforce a foreign money judgment of a foreign court of competent jurisdiction without reexamination of the merits of the underlying
disputes provided that such judgment (i) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment
has been given; (ii) is final; (iii) is not in respect of taxes, a fine or penalty; and (iv) was not obtained in a manner and is
not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.
We are a foreign private issuer
within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to United
States domestic public companies.
Because we qualify as a foreign private
issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States
that are applicable to U.S. domestic issuers, including:
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the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on
Form 8-K;
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the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security
registered under the Exchange Act;
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the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities
and liability for insiders who profit from trades made in a short period of time; and
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the selective disclosure rules by issuers of material nonpublic information under Regulation FD.
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We are required to file an annual report
on Form 20-F within four months of the end of each fiscal year. In addition, we publish our results on a quarterly basis as press
releases, distributed pursuant to the rules and regulations of the Nasdaq Global Select Market. Press releases relating to financial
results and material events are also be furnished to the SEC on Form 6-K. However, the information we are required to file with
or furnish to the SEC are less extensive and less timely as compared to that required to be filed with the SEC by United States
domestic issuers. As a Cayman Islands company listed on the Nasdaq Global Select Market, we are subject to the Nasdaq Global Select
Market corporate governance requirements. However, the Nasdaq Global Select Market permit a foreign private issuer like us to follow
certain corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which
is our home country, may differ significantly from the Nasdaq Global Select Market corporate governance requirements.
We relied on the exemption available to
foreign private issuers to the requirement that each member of the compensation committee be an independent director. Currently,
the chairman of our compensation committee, Mr. David Xueling Li, is not an independent director. We may also continue to rely
on this and other exemptions available to foreign private issuers in the future, and to the extent that we choose to do so in the
future, our shareholders may be afforded less protection than they otherwise would under the Nasdaq Global Select Market corporate
governance requirements applicable to U.S. domestic issuers. As a result, you may not be afforded the same protections or information,
which would be made available to you, were you investing in a United States domestic issuer.
The voting rights of holders of
ADSs are limited by the terms of the deposit agreement, and you may not be able to exercise your right to vote your Class A common
shares.
As a holder of our ADSs, you will only be
able to exercise the voting rights with respect to the underlying Class A common shares in accordance with the provisions of the
deposit agreement. Under the deposit agreement, you must vote by giving voting instructions to the depositary. Upon receipt of
your voting instructions, the depositary will vote the underlying Class A common shares in accordance with these instructions.
You will not be able to directly exercise your right to vote with respect to the underlying shares unless you withdraw the shares
from the depositary. Under our second amended and restated memorandum and articles of association, the minimum notice period required
for convening a general meeting is at least ten clear days. When a general meeting is convened, you may not receive sufficient
advance notice to withdraw the shares underlying your ADSs to allow you to vote with respect to any specific matter. If we ask
for your instructions, the depositary will notify you of the upcoming vote and will arrange to deliver our voting materials to
you. We cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to
vote your shares. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or
for their manner of carrying out your voting instructions. This means that you may not be able to exercise your right to vote and
you may have no legal remedy if the shares underlying your ADSs are not voted as you requested.
The depositary for our ADSs will
give us a discretionary proxy to vote our Class A common shares underlying your ADSs if you do not vote at shareholders’
meetings, except in limited circumstances, which could adversely affect your interests.
Under the deposit agreement for the ADSs,
if you do not vote, the depositary will give us a discretionary proxy to vote our Class A common shares underlying your ADSs at
shareholders’ meetings unless:
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we have failed to timely provide the depositary with notice of meeting and related voting materials;
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we have instructed the depositary that we do not wish a discretionary proxy to be given;
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we have informed the depositary that there is substantial opposition as to a matter to be voted on at the meeting;
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a matter to be voted on at the meeting would have a material adverse impact on shareholders; or
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the voting at the meeting is to be made on a show of hands.
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The effect of this discretionary proxy is
that if you do not vote at shareholders’ meetings, you cannot prevent our Class A common shares underlying your ADSs from
being voted, except under the circumstances described above. This may make it more difficult for shareholders to influence the
management of our company. Holders of our common shares are not subject to this discretionary proxy.
You may not receive dividends
or other distributions on our common shares and you may not receive any value for them, if it is illegal or impractical to make
them available to you.
The depositary of our ADSs has agreed to
pay to you the cash dividends or other distributions it or the custodian receives on Class A common shares or other deposited securities
underlying our ADSs, after deducting its fees and expenses. You will receive these distributions in proportion to the number of
Class A common shares your ADSs represent. However, the depositary is not responsible if it decides that it is unlawful or impractical
to make a distribution available to any holders of ADSs. For example, it would be unlawful to make a distribution to a holder of
ADSs if it consists of securities that require registration under the Securities Act but that are not properly registered or distributed
under an applicable exemption from registration. The depositary may also determine that it is not feasible to distribute certain
property through the mail. Additionally, the value of certain distributions may be less than the cost of mailing them. In these
cases, the depositary may determine not to distribute such property. We have no obligation to register under U.S. securities laws
any ADSs, common shares, rights or other securities received through such distributions. We also have no obligation to take any
other action to permit the distribution of ADSs, common shares, rights or anything else to holders of ADSs. This means that you
may not receive distributions we make on our common shares or any value for them if it is illegal or impractical for us to make
them available to you. These restrictions may cause a material decline in the value of our ADSs.
You may be subject to limitations
on transfer of your ADSs.
Your ADSs are transferable on the books
of the depositary. However, the depositary may close its books at any time or from time to time when it deems expedient in connection
with the performance of its duties. The depositary may close its books from time to time for a number of reasons, including in
connection with corporate events such as a rights offering, during which time the depositary needs to maintain an exact number
of ADS holders on its books for a specified period. The depositary may also close its books in emergencies, and on weekends and
public holidays. The depositary may refuse to deliver, transfer or register transfers of our ADSs generally when our share register
or the books of the depositary are closed, or at any time if we or the depositary thinks that it is advisable to do so because
of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any
other reason in accordance with the terms of the deposit agreement. As a result, you may be unable to transfer your ADSs when you
wish to.
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ITEM 4.
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INFORMATION ON THE COMPANY
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A. History and Development of the
Company
We commenced operations in April 2005 with
the establishment of Guangzhou Huaduo in China. Guangzhou Huaduo later became one of our PRC consolidated affiliated entities through
the contractual arrangements described below.
We established Dokhi Investments Limited
in the British Virgin Islands, or BVI, in July 2006 and changed its name to Duowan Limited in September 2006. In August 2006, we
established Double Top Limited, which is wholly owned by Dokhi Investments Limited, in Hong Kong and changed its name to Duowan
(Hong Kong) Limited in September 2006. In April 2007, we established Guangzhou Duowan Information Technology Co., Ltd., or Guangzhou
Duowan, which was wholly owned by Duowan (Hong Kong) Limited. Guangzhou Duowan entered into a series of contractual arrangements
with Guangzhou Huaduo and its shareholders, which were subsequently amended solely to reflect updated shareholder equity interests
in Guangzhou Huaduo, through which Guangzhou Duowan exercised effective control over the operations of Guangzhou Huaduo.
In November 2007, we established Duowan
Entertainment Corporation, or Duowan BVI, in the BVI. In March 2008, we established Huanju Shidai Technology (Beijing) Co., Ltd.,
formerly known as Duowan Entertainment Information Technology (Beijing) Co., Ltd., or Beijing Huanju Shidai, which is wholly owned
by Duowan BVI. Beijing Huanju Shidai purchased all the equity interests in Guangzhou Duowan from Duowan (Hong Kong) Limited in
August 2008, and entered into a series of contractual arrangements with Guangzhou Huaduo and its shareholders through which Beijing
Huanju Shidai exercises effective control over the operations of Guangzhou Huaduo. Duowan (Hong Kong) Limited was deregistered
as a company and ceased to operate in May 2010.
In December 2008, Duowan BVI entered into
an agreement with Morningside Technology Investments Limited and two individuals, through which Duowan BVI purchased all the equity
interests in NeoTasks Inc. from Morningside Technology Investments Limited.
In March 2009, Beijing Huanju Shidai entered
into an agreement with NeoTasks New Age International Media Technology (Beijing) Co., Ltd., or NeoTasks Beijing, through which
NeoTasks Beijing was merged into Beijing Huanju Shidai. After the merger and additional capital contribution, Beijing Huanju Shidai
became 96.5% held by Duowan BVI, and 3.5% held by NeoTasks Limited (formerly known as Enlight Online Entertainment Limited), a
Hong Kong company, which in turn was the shareholder of NeoTasks Beijing before the merger. NeoTasks Limited is 100% owned by NeoTasks
Inc., a Cayman Islands company. In August 2009, Guangzhou Duowan was renamed Zhuhai Duowan Information Technology Co., Ltd.
In December 2009, Beijing Huanju Shidai
entered into a series of contractual agreements with Beijing Tuda and its shareholders, which were subsequently amended solely
to reflect updated shareholder equity interests in Beijing Tuda, through which agreements Beijing Huanju Shidai exercises effective
control over the operations of Beijing Tuda.
In December 2010, we established Guangzhou
Huanju Shidai, formerly known as Zhuhai Duowan Technology Co., Ltd., which is 100% directly owned by Duowan BVI.
Our current holding company, YY Inc., was
incorporated in July 2011 as an exempted company with limited liability in the Cayman Islands. The corporate affairs of YY Inc.
are governed by the memorandum and articles of association, the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised)
of the Cayman Islands and the common law of the Cayman Islands. Through a share exchange on September 6, 2011, the shareholders
of Duowan BVI exchanged all of their outstanding common and preferred shares in Duowan BVI for common and preferred shares of YY
Inc. on a pro rata basis. No additional consideration was paid in connection with the share exchange. As a result, Duowan BVI became
a wholly owned subsidiary of YY Inc.
In the fourth quarter of 2014, Guangzhou
Huaduo acquired 100% of the equity interests in both Beijing Huanqiu Xingxue Technology Development Co., Ltd, or Beijing Xingxue,
and Beijing Huanqiu Chuangzhi Software Co., Ltd., which operate the online education website Edu24oL.com, an online vocational
training and language training platform. In addition, we acquired 100% of the equity interests in both Zhengrenqiang and His Partners
Education Technology (Beijing) Co., Ltd., which was later renamed 100-Online Education Technology (Beijing) Co., Ltd., or 100-Online,
a company specializing in providing preparation courses for the International English Language Testing System, or IELTS, which
is an English language proficiency test, and Beijing Dubooker Culture Communication Co., Ltd., or Dubooker, a language education
publisher. In the fourth quarter of 2016, we sold majority equity interests in Beijing Xingxue following which we hold 33.14% of
equity interests in Beijing Xingxue. We dissolved Dubooker and 100-Online in October 2016 and January 2017, respectively.
In the first quarter of 2015, Guangzhou
Huaduo acquired 70% of the equity interests in Shanghai Beifu Culture Communication Co., Ltd., or Shanghai Beifu, which principally
engages in providing e-commerce platform to professional game teams and commentators. In June 2016, we entered into an agreement
to dispose of 60% equity interest in Shanghai Beifu, following which we hold 10% equity interest in Shanghai Beifu.
In the first quarter of 2015, Duowan BVI
established and became a limited partner holding 93.5% equity interests of, Engage Capital Partners I, L.P., which is a private
equity fund registered in the Cayman Islands. In June 2015, as a limited partner holding 93.5% equity interests, Guangzhou Huaduo
established Shanghai Yilian Equity Investment Partnership (LP), a private equity fund registered in China. In June 2017, Guangzhou
Huaduo established and became a limited partner holding 99% equity interests of Guangzhou Yilian Yixing Equity Investment Partnership
(LP), a private equity fund registered in the China.
In May 2015, we established Zhuhai Huanju
Interactive Entertainment Technology Co., Ltd., which is 100% directly owned by Guangzhou Huaduo.
In July 2015, we established Guangzhou Huanju
Electronic Commerce Co., Ltd., which is 100% directly owned by Guangzhou Huaduo.
In August 2015, Duowan BVI acquired 55.05%
of the equity interests in BiLin Information Technology Co., Ltd., or BiLin Cayman, a company incorporated in the Cayman Islands
that develops and operates instant voice chatting applications for mobile devices. BiLin Cayman is the sole shareholder of BiLin
Information Technology Co., Limited, which is in turn the sole shareholder of Bilin Changxiang. Bilin Changxiang entered into a
series of contractual arrangements with Bilin Online, and its shareholders, through which Bilin Changxiang exercises effective
control over the operations of Bilin Online. In the first quarter of 2018, we acquired the minority equity interests in BiLin Cayman,
and BiLin Cayman became a wholly owned subsidiary of Duowan BVI.
In January 2016, we established Guangzhou
Huanju Microfinance Co., Ltd., which aims to engage in financing business as a wholly owned subsidiary of Guangzhou Huaduo.
In April 2016, we established Guangzhou
Sanrenxing 100-EducationTechnology Co., Ltd. or Sanrenxing, which entered into a series of VIE agreements and completed its VIE
restructure in October 2018. As of the date of this annual report, Sanrenxing is 46.55% directly owned by Guangzhou Huaduo.
In August 2016, we established Guangzhou
Huya, which is 100% directly owned by Guangzhou Huaduo. In 2017, Guangzhou Huaduo transferred 0.99% of the equity interest of Guangzhou
Huya to Guangzhou Qinlv, which is wholly owned by Mr. Rongjie Dong, the CEO of HUYA Inc. In December 31, 2016, we completed transfer
of all assets, including trademarks, domain names, business contracts and tangible assets, relating to our game live streaming
business to Guangzhou Huya.
In 2017, we established HUYA Inc., Huya
Limited, a wholly owned subsidiary of HUYA Inc. in Hong Kong and Guangzhou Huya Technology Co., Ltd., or Huya Technology, wholly-owned
by Huya Limited. In July 2017, Huya Technology, Guangzhou Huya and its shareholders, Guangzhou Huaduo and Guangzhou Qinlv, entered
into a series of VIE agreements, through which Huya Technology exercises effective control over the operations of Guangzhou Huya.
Guangzhou Huya has obtained the licenses to provide internet-related service in the PRC. On March 8, 2018, we and HUYA Inc., through
our respective PRC affiliated entities, entered into a non-compete agreement. Pursuant to this non-compete agreement, we agree
not to compete with HUYA Inc. in certain areas of its core business, for a term of four years from the date of this non-compete
agreement. Please refer to the exhibit 4.38 for details of the non-compete agreement.
In July 2017, HUYA Inc. issued series A
shares to a group of investors for an aggregate amount of US$75 million. In March 2018, HUYA Inc. issued 64,488,235 shares of Series
B-2 redeemable convertible preferred shares at a price of US$7.16 per share for a cash consideration of US$461.6 million to Linen
Investment Limited, a wholly owned subsidiary of Tencent Holdings Limited. Pursuant to the agreements entered into in this series
B-2 financing transaction, Tencent has a right, exercisable between March 8, 2020 and March 8, 2021, to purchase at the then fair
market price additional shares to reach 50.10% of the voting powers in HUYA Inc. As part of the Series B-2 financing transaction,
Tencent and HUYA Inc., through their respective PRC affiliated entities, entered into a business cooperation agreement, which became
effective on March 8, 2018. Pursuant to this business cooperation agreement, the parties agreed to establish strategic cooperation
in various aspects regarding game live streaming business and other game related business. In May 2018, HUYA Inc., our majority-controlled
subsidiary, successfully completed its initial public offering of 17,250,000 ADSs at a price of US$12.0 per ADS, including 2,250,000
ADSs offered pursuant to the underwriters’ full exercise of their over-allotment options. In April 2019, HUYA Inc. successfully
completed a follow-on public offering, issuing 13,600,000 ADSs (or 15,640,000 ADSs if the underwriters exercise their option to
purchase additional ADSs in full) at a price of US$24.00 per ADS. Each HUYA Inc. ADS represents one Class A ordinary share of HUYA
Inc. As of the date of this annual report, we hold more than 50% of voting power in HUYA Inc. and consolidate its results.
In May 2018, we established TIEN Direction
Inc., which in turn established Hago Singapore Pte. Ltd.
In June 2018, we invested US$272 million
in the Series D round of financing of Bigo as the lead investor. We were then an existing shareholder of Bigo and had become its
largest shareholder after the Series D financing.
In March 2019, we completed the acquisition
of the remaining 68.3% of equity interest in Bigo from the other shareholders of Bigo,
including
Mr. David Xueling Li, our chairman of the board of directors and chief executive officer. Pursuant to the agreement, we paid US$343.1
million in cash and issued 38,326,579 Class B common shares to Mr. David Xueling Li and 313,888,496 Class A common shares to Mr.
David Xueling Li and other selling shareholders of Bigo. As of the date of this annual report, we hold 100% shares of Bigo and
started to consolidate Bigo from the date of the completion of the acquisition.
In March 2019, we entered into a strategic
partnership agreement with Shanghai Chuangsi Enterprise Development Co., Ltd., or Shanghai Chuangsi. Under the agreement, we will
exchange for certain equity interest of Shanghai Chuangsi by contributing YY segment’s online game business into Shanghai
Chuangsi. As a result, the financial results of YY segment’s online games business will no longer be consolidated upon the
completion of the transaction, which is subject to customary closing conditions.
We currently own the domain names of, among
others, YY.com, Huya.com, Duowan.com and 100.com.
YY Inc. completed an initial public offering
of 7,800,000 ADSs, representing 156,000,000 Class A common shares, in November 2012. On November 21, 2012, our ADSs were listed
on The Nasdaq Stock Market under the symbol “YY.” In December 2012, in connection with the initial public offering,
we also completed the over-allotment offering of an additional 1,170,000 ADSs, representing 23,400,000 Class A common shares.
On August 21, 2017, we completed our registered
follow-on public offering and over-allotment to the underwriters. We issued and sold a total of 6,612,500 ADSs in these transactions,
representing 132,250,000 Class A common shares. We received the net proceeds of US$442.2 million, after deducting commissions and
offering expenses.
Our principal executive offices locate at
Building B-1, North Block of Wanda Plaza, No. 79 Wanbo Er Road, Nancun Town, Panyu District, Guangzhou 511442, the People’s
Republic of China. Our telephone number at this address is +(86 20) 8212 0000. Our registered office in the Cayman Islands is located
at Codan Trust Company (Cayman) Limited of Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KYI-1111, Cayman Islands.
See “Item 5. Operating and Financial
Review and Prospects—B. Liquidity and Capital Resources—Capital Expenditures” for a discussion of our capital
expenditures and divestitures.
B. Business Overview
Overview
YY enables users to interact with each other
in real-time through online live media, and offers users a uniquely engaging and immersive entertainment experience. We have a
large and highly engaged user base. YY Live and Huya together attracted 90.4 million mobile average monthly active users in the
fourth quarter of 2018
, a 18.1% increase from the same period of 2017. Since the beginning
of 2015, we have been operating our game live streaming business under a stand-alone brand, Huya, which includes Huya.com and
its corresponding mobile application Huya App. We continue to innovate our products and services to attract younger generation
users and to enhance user engagement and consumption on our live streaming social media platform. For example, with our YY Live
7.0, a milestone version of YY Live launched in the third quarter of 2017, we transformed the showcase-focused model of live streaming,
where audiences watch the performance of the hosts in a more passive manner, to participant-focused live streaming, where audiences
experience personalized interactions with their hosts and feel accompanied by their hosts in talent shows, exploration, sports
events or games.
In the third quarter of 2018, we launched
Hago, a casual-game-oriented social network platform. Currently Hago not only provides around 50
casual
games, but also infuses multiple social features such as live streaming chatrooms, karaoke, and others into the application. As a result,
the platform encourages young users to use these features to establish and maintain social connections while enjoying casual games.
Currently Hago is available in 33 countries and regions worldwide with a focus on Southeast Asian markets. In the fourth quarter
of 2018, Hago consistently topped the charts of the most popular applications on both App Store and Google Play in both Indonesia
and Vietnam. Hago had average monthly active users of 20.9 million in the fourth quarter of 2018 and its users spent over one hour
on the Hago platform on a daily basis.
In March 2019, Bigo became our wholly-owned
subsidiary. Headquartered in Singapore, Bigo owns Bigo Live, a leading global live streaming platform excluding China, Like, a
leading short-form video social platform worldwide, and other social communication applications. Bigo has created a video-based
online community for global young generation users. It has established footprints with a strong presence in South-Eastern Asia,
Southern Asia, the Middle East and America, paving the way for further global expansion.
In addition to our continuous product innovation,
the growth of our user base and increasing level of user engagement is also driven by the breadth of entertainment content and
activities featured on our platform. We continuously expand our content categories to cover both traditional and popular genres
such as music, dancing, talk shows and online games, as well as to feature emerging and long-tail categories such as outdoor, finance,
sports and ACG (animations, comics and games). Our platform also features highly engaging activities to attract more users and
to better engage them, including, among other, online dating shows and live performer battles. Furthermore, we continued to increase
user interaction and explore new monetization opportunities through innovative functionality. For example, in 2017, we embedded
into our live showrooms a new functionality,
Happy Contest
¸ which enables live streaming hosts to connect and compete
with each other across different showrooms. In 2018, we continue to roll out innovative functionalities such as Host Battalion,
which combines live streaming and casual games with social features in an innovative manner and encourages both users and their
hosts to engage in personalized interactions through games.
Proprietary technology is the backbone of
our services. We endeavor to enhance the user experience though an AI-based content recommendation technology to accurately and
efficiently identify and match live streaming content with users. YY’s superior user experience is supported by our highly
scalable infrastructure, as well as our proprietary algorithms, software and mobile devices tailored for optimal live broadcasting
performance. Our technology enables low latency, low jitter and low loss rates in delivering voice and video data, even with weak
internet connection
.
We pioneered the prevalent live streaming
business model among leading industry players in China today. Our business model optimizes the seamless integration of traffic
generation, user engagement and monetization. While the basic use of our platforms is currently free to attract traffic, we monetize
our user base mainly through sales of virtual gifts for live streaming. We believe that we will be able to capitalize on our large
and highly engaged user base by exploring additional monetization opportunities and diversifying our revenue sources.
We also generate revenues through game token
for online games, and our membership program whereby users pay a fixed fee to enjoy certain privileges and regular bonus packages.
We primarily generate online advertising revenues from sales of various forms of advertising on our live streaming platforms. In
addition, we generated revenues from our online education platform through providing education services.
Our total net revenues
were RMB8,204.1 million, RMB11,594.8 million and RMB15,763.6 million (US$2,292.7 million) in 2016, 2017 and 2018, respectively.
We had a net income of RMB1,511.6 million, RMB2,508.4 million and RMB2,115.7 million (US$307.7 million) in 2016, 2017 and 2018,
respectively.
Our Platforms
We currently offer live streaming services
primarily through our YY Live platform and Huya platform in China. We also offer global services through Bigo and other products
incubated by YY Live and Huya outside of China. YY Live and Huya together attracted 90.4 million mobile average monthly active
users in the fourth quarter of 2018, a 18.1% increase from the same period of 2017. Bigo attracted 59.4 million mobile average
monthly active users for live streaming and short-form video services in the fourth quarter of 2018.
YY Live
In June 2016, we revamped our online music
and entertainment live streaming services to YY Live. With the increasing popularity of and growing contents in YY Live, it has
been transformed into an interactive and comprehensive live streaming social media platform. Users of YY Live may enjoy the live
streaming services on YY Live App, YY Live website, or YY Client and stream the content in various channels, including, among others,
music and dance show, talk show, outdoor activities, sports, anime and games. In 2018, YY Live also started to offer global services
through the new platforms, such as Hago, outside of China.
Huya
In November 2014, we launched Huya broadcasting,
with a focus on livestream of game playthroughs. After years of coverage expansion and user accumulation, Huya broadcasting has
become a comprehensive live streaming platform covering online games, console games, mobile games, entertainments, sports and etc.
Users of Huya broadcasting may access content on Huya through Huya App, Huya website, or YY Client. In 2018, Huya also started
to offer global services through the new platform, such as Nimo TV, outside of China.
Bigo
Bigo is a global technology company.
Headquartered in Singapore, Bigo owns Bigo Live, a leading global live streaming platform focusing on markets outside of
China, Like, a leading short-form video social platform worldwide, and other social communication applications
.
Bigo has created a video-based online community for global young generation users and has established footprints with a
strong presence in South-Eastern Asia, Southern Asia, the Middle East and America. Bigo attracted 59.4 million mobile average
monthly active users for live streaming and short-form video services in the fourth quarter of 2018.
Our Products
We offer our services primarily through
our YY Live platform and Huya platform in China. We also offer global services through Bigo and other products incubated by YY
Live and Huya outside of China. Users of our services could stream the contents on those three platforms through (i) our mobile
applications, including, among others, YY Live, Huya, Bigo Live, Like, Hago and other products, (ii) our websites, YY.com, Huya.com,
and other PC website and web-based products, and (iii) our PC client, YY Client.
Mobile Applications
YY Live and Huya
We develop mobile applications to provide
a variety of live streaming contents to our users through mobile operating systems and make live streaming services available at
finger tips. While we continue to develop and upgrade our platforms, we rebranded Mobile YY, our first and main mobile application,
into YY Live App, which primarily provides users access to our live streaming content offered on our YY Live platform. To better
accommodate the increasing demands of our users to access more content on our YY Live platform, we developed a number of additional
mobile applications, each of which dedicates to a specific type of content or functions. Users can access contents on our YY Live
platform through all these mobile applications, and retrieve contents most suitable to individual preferences and interests.
In 2018, we developed a series of new features
and functionalities into YY Live to attract younger generation users and to enhance user engagement and consumption on our live
streaming social media platform. For example, we developed a new feature called Host Battalion, which combined live streaming and
casual games with social features in an innovative manner and encourages both users and their hosts to engage in personalized interactions
through games. Meanwhile, we further explored opportunities in the field of casual games to satisfy increasing demand arose out
of users’ fragmented time.
With the growth of users on our Huya platform,
we launched Huya App in 2014, for streaming comprehensive game live streaming contents and other entertainment live streaming contents
operated under HUYA Inc.
Huya provides comprehensive live streaming content through its mobile
application with a primary focus on games as well as other entertainment content. Huya App designs features for both users and
broadcasters to create a seamless viewing experience.
We will continue to focus on developing
enhanced features for our mobile applications going forward.
Bigo Live
Bigo Live is a leading global live streaming
platform focusing on markets outside of China. Bigo Live allows the users to live stream their specific moments, live talk with
other users, make video calls and watch trend video. It also has features like music live house and cross-room PK. Bigo Live has
presence in more than 150 countries as of December 31, 2018.
Like
Like is a leading short form video social
platform worldwide. Like originally focused on enabling users to create short form video
by utilizing functions such as music and effect filter, cinematic effects (including 4D backgrounds), acting and lip-sync, face
stickers and special effects toolkits. In the second half of 2018, Like had been transformed into a world leading short form video
social platform, with large volume of user generated short form video content being produced, uploaded, viewed, shared and commented
on a daily basis.
Hago
Hago is a casual game oriented social network
application. Currently it not only provides around 50 casual games, but also infuses multiple social features such as live streaming
chatrooms, karaoke, and others into the application. As a result, the platform encourages young users to use these features to
establish and maintain social connections while enjoying casual games.
Other Social Communication Applications
under Bigo
Other social communication applications
under Bigo mainly includes (i) IMO, a chat and instant messaging application
with functions
including video calls, text messages, photo and video sharing, and others, which was recently acquired by Bigo, and
(ii) Hello, a voice communication application which allows users to communicate in group via voice despite their positions.
PC Websites
We develop and operate YY.com and Huya.com,
two of our major PC websites. In addition, we also operate a series of other PC websites such as 100.com, Duowan.com and etc. Websites
enable users to conduct real-time interactions and watch live streaming content through web browsers on both PC and mobile, without
requiring any downloads or installations. Websites optimize YY technology for the web, transcending the limitations of operational
systems and enabling real-time communications and live streaming on the web by simply clicking on a link.
YY Client
One of our core PC products, YY Client,
enables users to engage in live streaming online, and we continue to develop and upgrade it to address evolving user needs. YY
Client provides access to user-created online social activities groups, which we refer to as channels. YY Client is compatible
with most internet-enabled systems, including PCs and mobile interfaces. YY Client is available to download for free from YY.com,
Duowan.com and other internet software download centers. YY Client also contains the game center which consists of a game lobby
and VIP game access services, enabled users to access various online games without downloading any additional client software.
The first version of YY Client, launched
in July 2008, had voice-enabled features that allowed online game players to communicate with large groups of fellow gamers on
a real-time basis. Game players typically organize various guilds for players to discuss gaming strategies and communicate with
each other in a team setting. Such online guilds, which can consist of up to thousands of players, built their own channels on
YY Client to communicate with fellow guild members in real time when playing games online. Gradually, we further developed and
tailored YY Client in response to the market need for a platform enabling large groups to gather, meet and socialize in real time
online, and turned it into the rich communication social platform that it is today. We introduced live video-enabled channels beginning
in late 2011 and have since applied video features to all our channels.
Contents on Our Platforms
We offer various contents on our live streaming
platforms, which cover a broad range of interests and topics. Through our mobile applications, websites and PC clients, users can
stream the below contents on our live streaming platforms, YY Live, Huya and Bigo platform.
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Music, Dancing and Talk Shows.
Users can watch music, dancing and talk shows on our live streaming platforms.
Currently, music, dancing and talk shows related content is the largest contributor to our total revenues.
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Game live streaming.
Users livestream play-throughs of online games in a casual environment or during competitions.
Professional game teams and commentators often attract more viewers, who may show support and appreciation by purchasing and giving
virtual items to the commentators.
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Dating Shows.
Users host, participate or live stream dating shows through live video and audio communication,
during which the participants and the audience can purchase and give virtual gifts to the host or other participants. The format
of our online dating is based on a popular dating TV show in China.
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Outdoor Activities and Sports.
Users can livestream outdoor activity shows, such as camping, hiking, travel and
tourism, as well as professional sports shows such as basketballs, footballs and snookers.
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ACG.
Users can livestream activities related to the ACG (animations, comics and games) topics and themes. ACG
live streaming contents are especially popular among younger generation of users.
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E-commerce.
Users can browse and purchase non-standard products such as jade or other art crafts through livestream
room.
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Branding and Marketing
Branding Strategy
We consider the branding of our products
and services a crucial task. We use YY as the general brand for our company and for our core product. At the same time, we also
set up stand-alone brands for those products and services which have good potential in their vertical area. Each of our stand-alone
brands, such as YY Live, Huya, Bigo and Hago, has its dedicated branding team to promote the brand in a way most suitable to the
related business.
Marketing Activities
Historically, we have incurred minimal marketing
expenses for our platforms and have built a large community of users primarily through viral marketing, with word of mouth referrals
and repeat user visits ultimately driven by user experience. Nowadays, we employ a variety of marketing activities to further promote
our platforms, including advertising on news and social network media, search engines and web portals, cooperating with application
distributors and hardware manufacturers, as well as participating and sponsoring offline exhibitions and industry summits. In 2018,
we continued to explore innovative ways to enhance our user acquisition through various marketing activities, such as TV program,
online entertainment variety show and drama, and offline channels.
Seasonality
Our results of operations of various products
and services are subject to seasonal fluctuations. However, seasonal fluctuations have not posed material operational and financial
challenges to us, as such periods tend to be brief and predictable.
Competition
We face competition in several major aspects
of our business, particularly from companies that provide online live streaming businesses in terms of user traffic and user time
spent. Our competitors primarily include Momo, Tencent Music Entertainment, Kuaishou, Douyin, Huoshan, DouyuTV and other live streaming
platforms in China, and other short-form video and live streaming platforms in overseas such as TikTok and Live.me.
Technology and User Privacy Safety
Proprietary technology is the backbone of
our services. We endeavor to enhance the user experience though an AI-based content recommendation technology to accurately and
efficiently identify and match live streaming content with users. We believe we are an industry leader in providing large-scale
quality multi-user voice- and video-enabled online services in China, and we intend to continue to update our technology to maintain
this leadership position. YY’s superior user experience is supported by our highly scalable infrastructure throughout China,
as well as our proprietary algorithms, software and mobile devices tailored for optimal live broadcasting performance. Our technology
enables low latency, low jitter and low loss rates in delivering voice and video data, even with weak internet connection.
Meanwhile, we dedicate significant resources
to the goal of strengthening our live streaming communities through developing and implementing programs designed to protect user
privacy, promote a safe environment, and ensure the security of user data. Specifically, we provide users with adequate notice
as to what data are being collected. We undertake to manage and use the data collected in accordance with applicable laws and make
reasonable efforts to prevent the unauthorized use, loss or leak of user data. In addition, we use a variety of technologies to
protect the data with which we are entrusted and have a team of privacy professionals dedicated to the ongoing review and monitoring
of data security practices. For example, we store all user data in encrypted format and strictly limit the number of personnel
who can access those servers that store user data. For our external interfaces, we also utilize firewalls to protect against potential
attacks or unauthorized access.
Features and Advantages
AI and algorithms technologies
We continued to upgrade our proprietary
AI algorithms and embed AI into our corporate DNA. In 2018, we leveraged our sophisticated machine learning models to enhance the
effectiveness of our content tagging. We also implemented our AI-powered visual recognition technology into our content distribution
engine so that it can automatically tag and accurately recommend the most relevant live streaming shows to our users. Through those
efforts, we were able to create an optimal experience for our users by ensuring that we distribute the live streaming content to
the different audience groups. As a result, our average user time spent on YY Live has increased sequentially in the second half
of 2018.
QoS for online multi-media communications
Quality of Service, or QoS, assurance is
a key element of any high quality delivery of voice and video data over the internet. For live voice- or video-enabled communications,
any data packet loss and jitter, or delay in transmission, is often immediately noticeable to users. We devote significant resources
to maintain and develop a creative combination of multiple voice- and voice-over internet protocol, or VOIP, quality assurance
mechanisms to minimize data loss and jitter. The mechanisms we employ include but not limited to cloud-based intelligence routing,
low-bitrate redundant solution, upstream-forward error correction and adaptive jitter. A special intelligent routing algorithm
we designed automatically seeks optimal ways of delivering voice and video data across our cloud-based network, enabling us to
provide better QoS even when the QoS levels are lower on certain routes.
We employ computer programs and design and
implement a standardized set of measurements to help monitor our service quality. Our system periodically collects, and our team
of experts analyzes, data from each of our data centers to evaluate the voice- and video-quality for each user using a systematic
standard. We have set up formal procedures to handle different levels of server breakdowns and network-related emergencies, and
our team can remotely discover issues and access any server to promptly resolve issues.
Large, dedicated cloud-based network
infrastructure
Our team of experts developed a cloud-based
network infrastructure specifically designed to handle multi-party voice- and video-enabled real-time online interactions. We own
over 26,000 servers which are hosted in the data centers we lease from third parties throughout the country as of December 31,
2018. Our cloud-based network infrastructure provides quality data delivery and allows multiple users to interact online from anywhere
in China with ease and speed.
Our system is designed for scalability and
reliability to support growth in our user base. The number of our servers contributes significantly to our fast streaming speed
and reliable services, and can be expanded with comparative ease, given the low cost of renting data centers to host additional
servers in any high traffic regions in our network. We believe that our current network facilities and broadband capacity provide
us with sufficient capacity to carry out our current operations, and can be expanded to meet additional capacity relatively quickly.
The amount of bandwidth we lease is continually expanded to reflect increased peak concurrent user numbers.
Content management and monitoring
Our live streaming platforms and Duowan.com
all contain user-generated content, which we are required to monitor for compliance with PRC laws and regulations. A team within
our data security department helps in enforcing our internal procedures to ensure that the content in our system is in compliance
with applicable laws and regulations. They are aided by a program designed to periodically sweep our platforms and the data being
conveyed in our system for sensitive key words or questionable materials. Content that contains certain keywords are automatically
filtered by our program and cannot be successfully posted on our platforms. Thus we are able to minimize offending materials on
our platforms and to remove such materials promptly after they are discovered. See “Item 3. Key Information—D. Risk
Factors—Risks Related to Our Business—We may be held liable for information or content displayed on, retrieved from
or linked to our platforms, or distributed to our users, and PRC authorities may impose legal sanctions on us, including, in serious
cases, suspending or revoking the licenses necessary to operate our platforms.”
Accumulated experience and data
for a proprietary technology platform
Significant time and efforts are required
to build and operate an infrastructure such as ours. The technological difficulties which a platform that hosts 10,000 concurrent
users faces differ greatly from the difficulties a platform with 100,000 and 1,000,000 concurrent users faces, including many issues
to be considered when programming for the platform and planning the infrastructure. Over the years, we have gradually developed
an effective system to identify, study and resolve issues that we encounter every day. In addition, our team members have been
trained over the years to anticipate and resolve any issues, having gained significant knowledge from building and maintaining
our platforms over time.
Research and Development Team
We believe that our ability to develop internet
and mobile online applications and services tailored to respond to the needs of our user base has been a key factor for the success
of our business. As of December 31, 2018, our research and development team consisted of 2,197 members
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All of our service programs are designed and developed internally, including various interactive technologies. We expect to continue
to develop all of our core technologies in-house.
Our research and development team currently
works on both back-end and front-end development of our products and services, including (a) the continuous improvement of our
core audio and video data processing and streaming technologies, (b) the enhancement of network and server structures, data distribution
and transfer technologies to achieve lower latency and reduce interruptions, and (c) the creation of new features and functions
to meet the demand of our users in various business lines, including but not limited to PC-desktop, web and mobile applications,
channel templates and virtual items.
Operation and Maintenance Team
As of December 31, 2018, 175
technicians
are dedicated to monitoring and maintaining our network infrastructure 24 hours a day, seven days a week. Our operation and maintenance
team checks the voice and video data quality received by various users, the quality of users’ experience on our platforms
and the proper functioning of our server equipment in our network, as well as contacting internet data center hosts to fix any
issues located through such checks. Having launched more diversified and complex products and services for an increasing number
of users, we raised new challenges to our operation and maintenance team, and rely on them to continue to provide live streaming
services and online real-time interactions to our users.
Intellectual Property
We regard our patents, trademarks, domain
names, copyrights, trade secrets, proprietary technologies and similar intellectual property as critical to our success. We seek
to protect our intellectual property rights through a combination of patent, trademark, copyright and trade secret protection laws
in the PRC and other jurisdictions, as well as through confidentiality agreements and procedures with our employees, partners and
others. As of December 31, 2018, we had registered 504 domain names, including YY.com, Huya.com, Duowan.com, 100.com and Chinaduo.com,
567 software copyrights and other copyrights, 430 patents and 1,339 trademarks and service marks in China and overseas. In addition,
as of December 31, 2018, we had filed 1,589 patent applications covering certain of our proprietary technologies and 1,356 trademark
applications in China and overseas. Subsequent to our acquisition of Bigo, we obtained additional intellectual properties for the
operations of Bigo, including 108 domain names, 19 software copyrights, 56 patents and 83 trademarks and service marks in China
and overseas as of the date of this annual report. As of the date of this annual report, Bigo had also filed 351 patent applications
in China and overseas.
PRC Regulation
Certain areas related to the internet, such
as telecommunications, internet information services, connections to the international information networks, internet information
security and censorship and online game operations, are covered extensively by a number of existing laws and regulations issued
by various PRC governmental authorities, including:
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the Ministry of Industry and Information Technology, or the MIIT;
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the Ministry of Culture, or the MOC, which currently known as the Ministry of Culture and Tourism;
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the General Administration of Press and Publication, or the GAPP;
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the State Administration for Radio, Film and Television, or the SARFT;
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State Administration of Press, Publication, Radio, Film and Television of the People’s Republic of China, or the SAPPRFT;
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the National Copyright Administration, or the NCA;
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the State Administration for Industry and Commerce, or the SAIC, which currently known as the State Administration for
Market Regulation, or the SAMR;
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the State Council Information Office, or the SCIO;
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the Ministry of Commerce, or the MOFCOM;
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the Bureau of Protection of State Secrets;
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the Ministry of Public Security; and
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the State Administration of Foreign Exchange, or the SAFE.
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As the online social platform and online
game industries are still at an early stage of development in China, new laws and regulations may be adopted from time to time
to require new licenses and permits in addition to those we currently have. There are substantial uncertainties on the interpretation
and implementation of any current and future Chinese laws and regulations, including those applicable to the online social platform
and online game industries. See “D. Risk Factors—Risks Related to Doing Business in China—Uncertainties in the
interpretation and enforcement of Chinese laws and regulations could limit the legal protections available to you and us.”
This section sets forth the most important laws and regulations that govern our current business activities in China and that affect
the dividends payment to our shareholders.
Regulation on Telecommunications
Services and Foreign Ownership Restrictions
Investment activities in China by foreign
investors are mainly governed by the Special Administrative Measures (Negative List) for the Access of Foreign Investment, or the
Negative List, which was promulgated on June 28, 2018 and became effective on July 28, 2018. The Negative List and the Guidance
Catalog of Industries for Foreign Investment (revised in 2017), which was promulgated on June 28, 2017 and became effective on
July 28, 2017, divide industries into four categories in terms of foreign investment. Those categories are: “encouraged,”
“restricted,” “prohibited” and all industries not listed under one of these categories are deemed to be
“permitted.” According to the Negative List, the foreign stake in a value-added telecommunications service (except
e-commerce) may not exceed 50%, and foreign investment in the Internet publication services, Internet video and audio program services,
Internet cultural business (except music), Internet social networking services, as well as editing, publishing, and production
of audiovisual recordings, and electronic publications, shall be prohibited.
The Telecommunications Regulations, which
became effective on September 25, 2000 and have been subsequently amended respectively on July 29, 2014 and February 6, 2016, are
the core regulations on telecommunications services in China. The Telecommunications Regulations set out basic guidelines on different
types of telecommunications business activities, including the distinction between “basic telecommunications services”
and “value-added telecommunications services.” According to the Catalog of Telecommunications Business (2015 Amendment),
implemented on March 1, 2016 attached to the Telecommunications Regulations, internet information services are deemed a type of
value-added telecommunications services. The Telecommunications Regulations require the operators of value-added telecommunications
services to obtain value-added telecommunications business operation licenses from MIIT or its provincial delegates prior to the
commencement of such services. Under these regulations, if the value-added telecommunications services offered include mobile network
information services, the operation license for value-added telecommunications business must include the provision of such services
in its covered scope. We currently, through Guangzhou Huaduo, Guangzhou BaiGuoYuan and Guangzhou Huya, our PRC consolidated affiliated
entities, hold ICP licenses, a sub-category of the value-added telecommunications business operation license, covering the provision
of internet and mobile network information services, issued by the Guangdong branch of the MIIT, which were last updated on June
6, 2018, March 21, 2018 and March 21, 2018, respectively.
The Regulations for the Administration of
Foreign-Invested Telecommunications Enterprises, or the FITE Regulations, which took effect on January 1, 2002 and were amended
respectively on September 10, 2008 and February 6, 2016, are the key regulations that regulate foreign direct investment in telecommunications
companies in China. The FITE Regulations stipulate that the foreign investor of a telecommunications enterprise is prohibited from
holding more than 50% of the equity interest in a foreign-invested enterprise that provides value-added telecommunications services,
including provision of internet content. Moreover, such foreign investor shall demonstrate a good track record and experience in
operating value-added telecommunications services when applying for the value-added telecommunications business operation license
from the MIIT.
On July 13, 2006, the MIIT issued the Circular
on Strengthening the Administration of Foreign Investment in Value-added Telecommunications Services, or the MIIT Circular 2006,
which requires that (a) foreign investors can only operate a telecommunications business in China through establishing a telecommunications
enterprise with a valid telecommunications business operation license; (b) domestic license holders are prohibited from leasing,
transferring or selling telecommunications business operation licenses to foreign investors in any form, or providing any resource,
sites or facilities to foreign investors to facilitate the unlicensed operation of telecommunications business in China; (c) value-added
telecommunications service providers or their shareholders must directly own the domain names and registered trademarks they use
in their daily operations; (d) each value-added telecommunications service provider must have the necessary sites and facilities
for its approved business operations and maintain such sites and facilities in the geographic regions covered by its license; and
(e) all value-added telecommunications service providers should improve network and information security, enact relevant information
safety administration regulations and set up emergency plans to ensure network and information safety. The provincial communications
administration bureaus, as local authorities in charge of regulating telecommunications services, (a) are required to ensure that
existing qualified value-added telecommunications service providers will conduct a self-assessment of their compliance with the
MIIT Circular 2006 and submit status reports to the MIIT before November 1, 2006; and (b) may revoke the value-added telecommunications
business operation licenses of those that fail to comply with the above requirements or fail to rectify such non-compliance within
specified time limits. Due to the lack of any additional interpretation from the regulatory authorities, it remains unclear what
impact MIIT Circular 2006 will have on us or the other PRC internet companies with similar corporate and contractual structures.
To comply with such foreign ownership restrictions,
we operate our online social platform and online game businesses in China through Guangzhou Huaduo, which is owned by several PRC
citizens and Beijing Tuda. Beijing Tuda is owned by Mr. David Xueling Li. Guangzhou Huaduo and Beijing Tuda are both controlled
by Beijing Huanju Shidai through a series of contractual arrangements. Similarly, we operate our Bilin business through contractual
arrangement among Bilin Changxiang, Bilin Online and its shareholder. See “Item 7. Major Shareholders and Related Party Transactions—B.
Related Party Transactions—Contractual Arrangements.” Moreover, Guangzhou Huaduo is the registered holder of a majority
of the domain names, trademarks and facilities necessary for daily operations in compliance with the MIIT Circular 2006. Based
on our PRC legal counsel Fangda Partners’ understanding of the current PRC laws, rules and regulations, our corporate structure
complies with all existing PRC laws and regulations. However, we were further advised by our PRC legal counsel that there are substantial
uncertainties with respect to the interpretation and application of existing or future PRC laws and regulations and thus there
is no assurance that Chinese governmental authorities would take a view consistent with the opinions of our PRC legal counsel.
Internet Information Services
The Administrative Measures on Internet
Information Services, or the ICP Measures, issued by the State Council on September 25, 2000 and amended on January 8, 2011, regulate
the provision of internet information services. According to the ICP Measures, “internet information services” refer
to services that provide internet information to online users, and are categorized as either commercial services or non-commercial
services. Pursuant to the ICP Measures, internet information commercial service providers shall obtain a value-added telecommunications
business operation license (the “ICP license”), from the relevant local authorities before engaging in the providing
of any commercial internet information services in China, and the ICP license is subject to annual inspection within the first
quarter of the next year according to the Administrative Measures for Telecommunications Business Operating Licensing, which was
promulgated by the MIIT on March 5, 2009 and amended on July 3, 2017. In addition, if the internet information services involve
provision of news, publication, education, medicine, health, pharmaceuticals, medical equipment and other services that statutorily
require approvals from other additional governmental authorities, such approvals must be obtained before applying for the ICP license.
Each of Guangzhou Huaduo, Guangzhou BaiGuoYuan and Guangzhou Huya, presently holds the ICP licenses on internet and mobile network
information services issued by the Guangdong branch of the MIIT, which were last updated on June 6, 2018, March 21, 2018 and
March 21, 2018, respectively.
Besides, the ICP Measures and other relevant
measures also ban the internet activities that constitute publication of any content that propagates obscenity, pornography, gambling
and violence, incite the commission of crimes or infringe upon the lawful rights and interests of third parties, among others.
If an internet information service provider detects information transmitted on their system that falls within the specifically
prohibited scope, such provider must terminate such transmission, delete such information immediately, keep records and report
to the governmental authorities in charge. Any provider’s violation of these prescriptions will lead to the revocation of
its ICP license and, in serious cases, the shutting down of its internet systems.
Internet Publication and Cultural
Products
The Tentative Measures for Internet Publication
Administration, or Internet Publication Measures, were jointly promulgated by the GAPP and the MIIT on June 27, 2002 and became
effective on August 1, 2002. The Internet Publication Measures imposed a license requirement for any company that engages in internet
publishing, which means any act by an internet information service provider to select, edit and process content or programs and
to make such content or programs publicly available on the internet. The provision of online games is deemed an internet publication
activity; therefore, an online game operator must (i) obtain an Internet Publishing License so that it can directly offer its online
games to the public in the PRC, or (ii) publish its online games through a qualified press entity by entering into an entrustment
agreement.
Since the Internet Publication Measures
has been in place for more than thirteen years, on February 4, 2016, the SAPPRFT and the MIIT decided to further regulate order
in network publication services management, and issued the Measures for Network Publication Service Administration, or Network
Publication Measures, which took effect on March 10, 2016 and replaced the Internet Publication Measures. According to the Network
Publication Measures, engagement in network publication services must be approved by the competent administrative department for
publications and a Network Publication Services Permit must be obtained. Pursuant to the Network Publication Measures, network
publication services refer to the use of information networks to provide the public with network publications, and network publications
refer to digital works provided to the public through the use of information networks that have characteristics of publication
such as editing, creation, or processing. In addition, before online games are published to the public, an application must be
put forward with the competent administrative departments for publication, and upon verification and consent, such online games
are to be reported to the State Administration of Press, Publication, Radio, Film and Television.
The Rules for the Administration of Electronic
Publication, as amended, or the Electronic Publication Rules, was issued by the GAPP on February 21, 2008 and became effective
on April 15, 2008. Under the Electronic Publication Rules and other regulations issued by the GAPP, online games are classified
as a kind of electronic publication, and publishing of online games is required to be conducted by licensed electronic publishing
entities that have been issued standard publication codes. Pursuant to the Electronic Publication Rules, if a PRC company is contractually
authorized to publish foreign electronic publications, it must obtain the approval of, and register the copyright license contract
with, the GAPP.
We, through Guangzhou Huaduo, obtained an
Internet Publishing License for the publication of online games and mobile games, which was last updated in July 2018. For more
information on the pre-approval by the GAPP, see “—Regulation on Online Games and Foreign Ownership Restrictions.”
Regulation on Online Games and
Foreign Ownership Restrictions
On June 3, 2010, the MOC promulgated the
Provisional Administration Measures of Online Games, or the Online Game Measures, which came into effect on August 1, 2010 and
amended on December 15, 2017. The Online Game Measures governs the research, development and operation of online games and the
issuance and trading services of virtual currency. It specifies that the MOC is responsible for the censorship of imported online
games and the filing of records of domestic online games. The procedures for the filing of records of domestic online games must
be conducted with the MOC within 30 days after the commencement date of the online operation of such online games or the occurrence
date of any material alteration of such online games.
All operators of online games, issuers of
virtual currencies and providers of virtual currency trading services, or Online Game Business Operators, are required to obtain
Internet Culture Operation Licenses. An Internet Culture Operation License is valid for three years and in case of renewal, the
renewal application should be submitted 30 days prior to the expiry date of such license. An Online Game Business Operator should
request the valid identity certificate of game users for registration, and notify the public 60 days ahead of the termination of
any online game operations or the transfer of online game operational rights. Online Game Business Operators are also prohibited
from (a) setting compulsory matters in the online games without game users’ consent; (b) advertising or promoting the online
games that contain prohibited content, such as anything that compromise state security or divulges state secrets; and (c) inducing
game users to input legal currencies or virtual currencies to gain online game products or services, by way of random draw or other
incidental means. It also states that the state cultural administration authorities will formulate the compulsory clauses of a
standard online game service agreement, which have been promulgated on July 29, 2010 and are required to be incorporated into the
service agreement entered into between the Online Game Business Operators, with no conflicts with the rest of clauses in such service
agreements. Guangzhou Huaduo holds a valid Internet Culture Operation License that was last updated in October 2018.
On July 11, 2008, the General Office of
the State Council promulgated the Regulation on Main Functions, Internal Organization and Staffing of the GAPP, or the Regulation
on Three Provisions. On September 7, 2009, the Central Organization Establishment Commission issued the corresponding interpretations,
or the Interpretations on Three Provisions. The Regulation on Three Provisions and the Interpretation on Three Provisions granted
the MOC overall jurisdiction to regulate the online gaming industry, and granted the GAPP the authority to issue approvals for
the internet publication of online games. Specifically, (a) the MOC is empowered to administrate online games (other than the pre-examination
and approval before internet publication of online games); (b) subject to the MOC’s overall administration, GAPP is responsible
for the pre-examination and approval of the internet publication of online games; and (c) once an online game is launched, the
online game will be only administrated and regulated by the MOC. On July 11, 2013, the General Office of the State Council promulgated
the Provisions on the Main Responsibilities, Internal Institutions and Staffing of SAPPRFT, or the Three-Decision Provisions, which
reiterates the restrictions stipulated in the Regulation on Three Provisions. On November 7, 2011, Guangzhou Huaduo obtained an
Internet Publishing License for the publication of online games and mobile games, which was last updated in July 2018. The online
games we currently offer are domestically produced games, and are published by third parties qualified to publish online games.
On September 28, 2009, the GAPP, the NCA
and the National Working Group to Eliminate Pornography and Illegal Publications jointly issued the Circular on Consistent Implementation
of the Stipulation on the Three Determinations of the State Council and the Relevant Interpretations of the State Commission for
Public Sector Reform and the Further Strengthening of the Pre-approval of Online Games and the Approval and Examination of Imported
Online Games, or Circular 13. Circular 13 explicitly prohibits foreign investors from directly or indirectly engaging in online
game business in China, including through variable interest entity structures, or VIE Structures. Foreign investors are not allowed
to indirectly control or participate in PRC operating companies’ online game operations, whether (a) by establishing other
joint ventures, entering into contractual arrangements or providing technical support for such operating companies; or (b) in a
disguised form such as by incorporating or directing user registration, user account management or game card consumption into online
game platforms that are ultimately controlled or owned by foreign companies. Circular 13 reiterates that the GAPP is responsible
for the examination and approval of the import and publication of online games and states that downloading from the internet is
considered a publication activity, which is subject to approval from the GAPP. Violations of Circular 13 will result in severe
penalties.
On May 24, 2016, the SAPPRFT
promulgated the Notice on the Administration over Mobile Game Publishing Services, or Notice 44, which became effective on
July 1, 2016. The Notice 44 provides that game publishing service entities shall be responsible for examining the contents of
their games and applying for game publication numbers. To apply for publication of domestically developed mobile games in the
leisure and puzzle category that are not related to political, military, national or religious topics or contents and have no
or simple story lines, entities shall submit the required documents to provincial publication administrative departments at
least 20 business days prior to the expected date of online publication (public beta). Entities applying for publication of
domestically-developed mobile games that are not included in the abovementioned category shall go through stricter
procedures, including submitting manager accounts for content review and testing accounts for game anti-indulgence system.
Game publishing service entities must set up a specific page to display the information approved by the SAPPRFT, including
the copyright owner of the game, publishing service entity, approval number, publication number and others, and shall take
charge of examining and recording daily updates of the game. Concerning those mobile games (including pre-installed mobile
games) that have been published and operated online before the implementation of Notice 44, other requirements apply to
maintain the publication and operation of such games online, and relevant approval procedures would have to be implemented by
the game publishing service entities and enterprises in coordination with the provincial publication administrative
departments before December 31, 2016 as required by Notice 44. Otherwise, these mobile games shall cease to be published or
operated online. On December 1, 2016, the MOC promulgated the Circular of the MOC on Notice on Regulating Online Game
Operation and Strengthening Concurrent and Ex-Post Supervision, or Circular 32, which became effective on May 1, 2017.
Circular 32 sets requirements in relation to the following aspects of online games: (i) clarifying the scope of online game
operation; (ii) regulating services for issuance of virtual props of online games; (iii) strengthening the protection of the
rights and interests of online game users; (iv) strengthening the interim and ex-post supervision of online game operation;
and (v) seriously investigating and punishing illegal operating activities.
For detailed analysis, see “D. Risk
Factors—Risks Related to Our Corporate Structure and Our Industry—We may be adversely affected by the complexity, uncertainties
and changes in PRC regulation of internet business and companies.”
Regulations Related to Mobile
Internet Applications Information Services
The mobile internet applications, or the
APPs, are specially regulated by the Administrative Provisions on Mobile Internet Applications Information Services, or the App
Provisions, which were promulgated by the Cyberspace Administration of China, or CAC, on June 28, 2016 and became effective on
August 1, 2016. The App Provisions set forth the relevant requirements on the APP information service providers. The CAC and local
offices of cyberspace administration shall be responsible for the supervision and administration of nationwide and local APP information
respectively.
The APP information service providers shall
satisfy relevant qualifications required by laws and regulations, carry out the information security management responsibilities
strictly and fulfill their obligations in various aspects relating to real-name system, protection of users’ information,
examination and management of information content, as follows: (i) shall authenticate the identity information of the registered
users including their mobile phone number and other identity information under the principle that mandatory real name registration
at the back-office end, and voluntary real-name display at the front-office end; (ii) shall establish and perfect the mechanism
for the protection of users’ information and follow the principle of legality, rightfulness and necessity, indicate expressly
the purpose, method and scope of collection and use and obtain the consent of users while collecting and using users’ personal
information; (iii) shall establish and perfect the mechanism for the examination and management of information content, and in
terms of any information content released that violates laws or regulations, take such measures as warning, restricting the functions,
suspending the update and closing the accounts as the case may be, keep relevant records and report the same to relevant competent
authorities; (iv) shall safeguard users’ right to know and to make choices when users are installing or using such applications,
and shall neither start such functions as collecting the information of users’ positions, accessing users’ contacts,
turning on the camera and recording the sound, or any other function irrelevant to the services, nor forcefully install any other
irrelevant applications without prior consent or users’ when noticed expressly; (v) shall respect and protect the intellectual
properties and shall neither produce nor release any application that infringes others’ intellectual properties; and (vi)
shall record the users’ log information and keep the same for 60 days.
Anti-fatigue Compliance System
and Real-name Registration System
On April 15, 2007, in order to curb addictive
online game-playing by minors, eight PRC government authorities, including the GAPP, the Ministry of Education, the Ministry of
Public Security and the MIIT, jointly issued a circular requiring the implementation of an anti-fatigue compliance system and a
real-name registration system by all PRC online game operators. Under the anti-fatigue compliance system, three hours or less of
continuous playing by minors, defined as game players under 18 years of age, is considered to be “healthy,” three to
five hours is deemed “fatiguing,” and five hours or more is deemed “unhealthy.” Game operators are required
to reduce the value of in-game benefits to a game player by half if it discovers that the amount of time a game player spends online
has reached the “fatiguing” level, and to zero in the case of the “unhealthy” level.
To identify whether a game player is a minor
and thus subject to the anti-fatigue compliance system, a real-name registration system should be adopted to require online game
players to register their real identity information before playing online games. Pursuant to a notice issued by the relevant eight
government authorities on July 1, 2011, online game operators must submit the identity information of game players to the National
Citizen Identity Information Center, a subordinate public institution of the Ministry of Public Security, for verification as of
October 1, 2011. Circular 32 further stipulates that the entity engaging in online games operations shall require online game users
to register their real names by using valid identity documents. In addition, pursuant to the Provisions on Administration over
the Internet User Public Account Information Services, which was promulgated by the State Internet Information Office on September
7, 2017 and became effective on October 8, 2017, the network platforms providing the services of registration of the Internet user
accounts shall conduct real identity verification over the registered users and require providing the identity information and
mobile phone number. If a user fails to provide real identity information, the network platforms shall not provide the information
release services to such user.
We have developed and implemented an anti-fatigue
and compulsory real-name registration system in all our online games, and will cooperate with the National Citizen Identity Information
Center to launch the identity verification system upon the issuance of relevant implementing rules. For game players who do not
provide verified identity information, we assume that they are minors under 18 years of age. In order to comply with the anti-fatigue
rules, we set up our system so that after three hours of playing our online games, minors only receive half of the virtual items
or other in-game benefits they would otherwise earn, and after playing for more than five hours, minors would receive no in-game
benefits. These restrictions could limit our ability to increase our online games business among minors. Furthermore, if these
restrictions were expanded to apply to adult game players in the future, our online games business could be materially and adversely
affected. See “D. Risk Factors—Risks Related to Our Corporate Structure and Our Industry—Intensified government
regulation of the internet industry in China could restrict our ability to maintain or increase our user level or the level of
user traffic to our platforms.”
Virtual Currency
On January 25, 2007, the Ministry of Public
Security, the MOC, the MIIT and the GAPP jointly issued a circular regarding online gambling which has implications for the issuance
and use of virtual currency. To curtail online games that involve online gambling while addressing concerns that virtual currency
might be used for money laundering or illicit trade, the circular (a) prohibits online game operators from charging commissions
in the form of virtual currency in connection with winning or losing of games; (b) requires online game operators to impose limits
on use of virtual currency in guessing and betting games; (c) bans the conversion of virtual currency into real currency or property;
and (d) prohibits services that enable game players to transfer virtual currency to other players. To comply with the relevant
section of the circular that bans the conversion of virtual currency into real currency or property, in relation to online music
and entertainment, our virtual currency currently can only be used by users to exchange into virtual items to be used to show support
for performers or gain access to privileges and special features in the channels which are services in nature instead of “real
currency or property.” Once the virtual currency is exchanged by users for virtual items or the relevant privileged services,
the conversion transaction is completed and we immediately cancel the virtual item in our internal system. In the case of virtual
items used as gifts to performers, we cancel the virtual items and record corresponding points for the benefit of the performers
and the channel owners, which are then used as basis for the revenue-sharing calculation pursuant to arrangements among us, certain
popular performers and channel owners.
In February 2007, 14 PRC regulatory authorities
jointly issued a circular to further strengthen the oversight of internet cafes and online games. In accordance with the circular,
the People’s Bank of China, or PBOC, has the authority to regulate virtual currency, including: (a) setting limits on the
aggregate amount of virtual currency that can be issued by online game operators and the amount of virtual currency that can be
purchased by an individual; (b) stipulating that virtual currency issued by online game operators can only be used for purchasing
virtual products and services within the online games and not for purchasing tangible or physical products; (c) requiring that
the price for redemption of virtual currency shall not exceed the respective original purchase price; and (d) banning the trading
of virtual currency.
On June 4, 2009, the MOC and the MOFCOM
jointly issued a notice to strengthen the administration of online game virtual currency. The Virtual Currency Notice requires
businesses that (a) issue online game virtual currency (in the form of prepaid cards and/or pre-payment or prepaid card points),
or (b) offer online game virtual currency transaction services to apply for approval from the MOC through its provincial branches
within three months after the issuance of the notice. The Virtual Currency Notice prohibits businesses that issue online game virtual
currency from providing services that would enable the trading of such virtual currency. Any business that fails to submit the
requisite application will be subject to sanctions, including, without limitation, mandatory corrective measures and fines.
Under the Virtual Currency Notice, an online
game virtual currency transaction service provider means a business providing platform services relating to trading of online game
virtual currency among game users. The Virtual Currency Notice further requires an online game virtual currency transaction service
provider to comply with relevant e-commerce regulations issued by the MOFCOM. According to the Guiding Opinions on Online Trading
(Interim) issued by the MOFCOM on March 6, 2007, online platform services are trading services provided to online buyers and sellers
through a computer information system operated by the service provider.
The Virtual Currency Notice regulates, among
others, the amount of virtual currency a business can issue, the retention period of user records, the function of virtual currency
and the return of unused virtual currency upon the termination of online services. It prohibits online game operators from distributing
virtual items or virtual currency to players based on random selection through lucky draw, wager or lottery which involves cash
or virtual currency directly paid by the players. The Virtual Currency Notice bans the issuance of virtual currency by game operators
to game players through means other than purchases with legal currency. Any business that does not provide online game virtual
currency transaction services is required to adopt technical measures to restrict the transfer of online game virtual currency
among accounts of different game players.
In addition, the Online Game Measures further
provide that (i) virtual currency may only be used to purchase services and products provided by the online service provider that
issues the currency; (ii) the purpose of issuing virtual currency shall not be malicious appropriation of the user’s advance
payment; (iii) the storage period of online gamers’ purchase record shall not be shorter than 180 days; (iv) the types, price
and total amount of virtual currency shall be filed with the cultural administration department at the provincial level. The Online
Game Measures stipulate that virtual currency service providers may not provide virtual currency transaction services to minors
or for online games that fail to obtain the necessary approval or filings, and that such providers should keep transaction records,
accounting records and other relevant information for its users for at least 180 days. Circular 32 restates and introduces a series
of regulatory requirements governing the online game operation, including clarifications on online game operation and operators,
virtual items rules, random-event rules, user protection measures, and reiteration of MOC’s approval and filing requirements.
Online Music and Entertainment
On November 20, 2006, the MOC issued Several
Suggestions of the MOC on the Development and Administration of Internet Music, or the Suggestions, which became effective on the
same date. The Suggestions, among other things, reiterate the requirement for an internet service provider to obtain an Internet
Culture Operation License to carry out any business relating to internet music products. In addition, foreign investors are prohibited
from operating internet culture businesses. However, the laws and regulations on internet music products are still evolving, and
there have not been any provisions clarifying whether music products will be regulated by the Suggestions or how such regulation
would be carried out.
On October 23, 2015, the MOC promulgated
the Notice on Further Strengthening and Improving the Content Management of Online Music, which stipulated that operating entities
shall carry out self-examination in respect of the content management of online music, which shall be regulated by the cultural
administration departments in process or afterwards.
Guangzhou Huaduo holds a valid Internet
Culture Operation License covering our provision of online music. Most of the music offered on our websites is sung by grassroots
performers along with recorded music. If any music provided through our platforms is found to lack necessary filings and/or approvals,
we could be requested to cease providing such music or be subject to claims from third parties or penalties from the MOC or its
local branches. See “D. Risk Factors—Risks Related to Our Corporate Structure and Our Industry—If our PRC consolidated
affiliated entities fail to obtain and maintain the requisite licenses and approvals required under the complex regulatory environment
for internet-based businesses in China, our business, financial condition and results of operations may be materially and adversely
affected.” Moreover, the unauthorized posting of online music on our platforms by third parties may expose us to the risk
of administrative penalties and intellectual property infringement lawsuits. See “D. Risk Factors—Risks Related to
Our Business—We may be held liable for information or content displayed on, retrieved from or linked to our platforms, or
distributed to our users, and PRC authorities may impose legal sanctions on us, including, in serious cases, suspending or revoking
the licenses necessary to operate our platforms” and “PRC Regulation—Intellectual Property Rights—Copyright
Law.”
In 2011, the MOC greatly intensified its
regulation of the provision of online music products. According to the series of Notices on Clearing Online Music Products that
are in Violation of Relevant Regulations promulgated by the MOC since January 7, 2011, entities that provide any of the following
will be subject to relevant penalties or sanctions imposed by the MOC: (a) online music products or relevant services without obtaining
corresponding qualifications, (b) imported online music products that have not passed the content review of the MOC or (c) domestically
developed online music products that have not been filed with the MOC. Thus far, we believe that we have eliminated from our platforms
any online music products that may fall into the scope of those prohibited online music products thereunder.
Online Transmission of Audio-Visual
Programs
The Administrative Provisions on Private
Network and Targeted Publication of Audio-Visual Programs Services, or the Audio-Visual Provisions was promulgated by the SAPPRFT
on April 25, 2016 and put into effect on June 1, 2016. The Audio-Visual Provisions applies to the radio and TV program and other
audio-visual program services with targeted audience through the targeted transmission channels, such as local area network, virtual
private network, Internet and other information networks, and using TV and handheld electronic equipment as terminal recipients.
Under the Audio-Visual Provisions, to engage in the transmission and distribution of audio-visual programs, a License for the Online
Transmission of Audio-Visual Programs is required. Foreign invested enterprises are not allowed to carry out such business.
In addition, the State Internet Information
Office promulgated the Administrative Provisions on Internet Live-Streaming Services, or Internet Live-Streaming Services Provisions,
on November 4, 2016, which came into effect on December 1, 2016. According to the Internet Live-Streaming Services Provisions,
an Internet live-streaming service provider shall (a) establish a live-streaming content review platform; (b) conduct authentication
registration of Internet live-streaming issuers based on their identity certificates, business licenses and organization code certificates,
etc.; and (c) enter into a service agreement with Internet live-streaming service users to specify both parties’ rights and
obligations.
On April 13, 2005, the State Council promulgated
the Certain Decisions on the Entry of the Non-state-owned Capital into the Cultural Industry. On July 6, 2005, five PRC governmental
authorities, including the MOC, the SARFT, the GAPP, the CSRC and the MOFCOM, jointly adopted the Several Opinions on Canvassing
Foreign Investment into the Cultural Sector. According to these regulations, non-state-owned capital and foreign investors are
not allowed to engage in the business of transmitting audio-visual programs through information networks.
To further regulate the provision of audio-visual
program services to the public via the internet, including through mobile networks, within the territory of the PRC, the SARFT
and the MIIT jointly promulgated the Administrative Provisions on Internet Audio-Visual Program Service, or the Audio-Visual Program
Provisions, on December 20, 2007, which came into effect on January 31, 2008 and subsequently amended on August 28, 2015. Providers
of internet audio-visual program services are required to obtain a License for Online Transmission of Audio-Visual Programs issued
by SARFT, or complete certain registration procedures with SARFT. In general, providers of internet audio-visual program services
must be either state-owned or state-controlled entities, and the business to be carried out by such providers must satisfy the
overall planning and guidance catalog for internet audio-visual program service determined by SARFT. In a press conference jointly
held by SARFT and MIIT to answer questions relating to the Audio-Visual Program Provisions in February 2008, SARFT and MIIT clarified
that providers of internet audio-visual program services who engaged in such services prior to the promulgation of the Audio-Visual
Program Provisions are eligible to register their business and continue their operation of internet audio-visual program services
so long as those providers did not violate the relevant laws and regulations in the past. On May 21, 2008, SARFT issued a Notice
on Relevant Issues Concerning Application and Approval of License for the Online Transmission of Audio-Visual Programs, and amended
the Notice on August 28, 2015, which further sets out detailed provisions concerning the application and approval process regarding
the License for Online Transmission of Audio-Visual Programs. The Notice also states that providers of internet audio-visual program
services that engaged in such services prior to the promulgation of the Audio-Visual Program Provisions are eligible to apply for
the license so long as their violation of the laws and regulations is minor in scope and can be rectified in a timely manner and
they have no records of violation during the last three months prior to the promulgation of the Audio-Visual Program Provisions.
Further, on March 31, 2009, SARFT promulgated the Notice on Strengthening the Administration of the Content of Internet Audio-Visual
Programs, which reiterates the pre-approval requirements for the audio-visual programs transmitted via the internet, including
through mobile networks, where applicable, and prohibits certain types of internet audio-visual programs containing violence, pornography,
gambling, terrorism, superstition or other similarly prohibited elements.
The Internet Audio-visual Program Services
Categories (Provisional), or the Provisional Categories issued by the SARFT on March 17, 2010 and subsequently revised on March
10, 2017 classified internet audio-visual program services into four categories. In addition, the Notice concerning Strengthening
the Administration of the Broadcasting Service on Online Audio-Visual Programs promulgated by the SAPPRFT on September 2, 2016
emphasizes that, unless a specific license is granted, audio-visual programs service provider is forbidden from engaging in online
live broadcasting on major political, military, economic, social, cultural and sports events.
Administrative Measures for the Business
Activities of Online Performances, or Online Performance Measures, was promulgated by the MOC on December 2, 2016 and became effective
on January 1, 2017, regulation that the entity engaging in the operation of online performances shall establish content review
system, and be staffed with qualified reviewers for self-censorship. Pursuant to Online Performance Measures, online performances
shall not contain any of the following elements:(a) the forms of performance being horrific, cruel, violent or vulgar, devastating
the performers’ physical and mental health; (b) by taking advantage of bodily defects and demonstrating bodily variation;
(c) infringing the legitimate rights and interests of others by means of photo-taking and videotaping in secret; (d) being cruelty
to animals; or (e) displaying the online game skills through the online game product which failed to obtain the content review
approval issued by cultural administrative departments. Once the online performances in violation of laws are found, the entity
engaging in the operation of online performances shall immediately suspends the provision of such performance, and report relevant
information to the authorized governmental departments.
Guangzhou Huaduo holds a valid License for
Online Transmission of Audio-Visual Programs with the business classification of converging and play-on-demand service for certain
kinds of audio-visual programs—literary, artistic and entertaining—as prescribed in the Provisional Categories.
Production of Radio and Television
Programs
On July 19, 2004, the SARFT issued the Regulations
on the Administration of Production of Radio and Television Programs, or the Radio and TV Programs Regulations, which become effective
on August 20, 2004 and amended on August 28, 2015. The Radio and TV Programs Regulations require any entity engaging in the production
of radio and television programs to obtain a license for such businesses from the SARFT or its provincial branches. Entities with
the License for Production and Operation of Radio and TV Programs must conduct their business operations strictly in compliance
with the approved scope of production and operations and these entities (except radio and TV stations) must not produce radio and
TV programs regarding current political news or similar subjects.
Guangzhou Huaduo holds an effective License
for Production and Operation of Radio and TV Programs, covering the production, reproduction and publication of broadcasting plays,
TV dramas, cartoons (excluding production), special subjects, special columns (excluding current political news category) and entertainment
programs.
Regulation on Advertising Business
and Conditions on Foreign Investment
The SAMR is the primary governmental authority
regulating advertising activities in China. Regulations that apply to advertising business primarily include:
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Advertisement Law of the People’s Republic of China, promulgated by the Standing Committee of the National People’s
Congress on October 27, 1994 and amended on April 24, 2015 which became effective since September 1, 2015, and on October 26, 2018,
respectively;
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Administrative Regulations for Advertising, promulgated by the State Council on October 26, 1987 and effective since December
1, 1987.
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According to the above regulations, companies
that engage in advertising activities must each obtain, from the SAMR or its local branches, a business license which specifically
includes operating an advertising business in its business scope. An enterprise engaging in advertising business within the specifications
in its business scope does not need to apply for an advertising operation license, provided that such enterprise is not a radio
station, television station, newspaper or magazine publisher or any other entity otherwise specified in the relevant laws or administrative
regulations. Enterprises conducting advertising activities without such license may be subject to penalties, including fines, confiscation
of advertising income and orders to cease advertising operations. The business license of an advertising company is valid for the
duration of its existence, unless the license is suspended or revoked due to a violation of any relevant laws or regulations.
PRC advertising laws and regulations set
certain content requirements for advertisements in China, including, among other things, prohibitions on false or misleading content,
superlative wording, socially destabilizing content or content involving obscenities, superstition, violence, discrimination or
infringement of the public interest. Advertisers, advertising agencies, and advertising distributors are required to ensure that
the content of the advertisements they prepare or distribute is true and in complete compliance with applicable laws. In providing
advertising services, advertising operators and advertising distributors must review the supporting documents provided by advertisers
for advertisements and verify that the content of the advertisements complies with applicable PRC laws and regulations. Prior to
distributing advertisements that are subject to government censorship and approval, advertising distributors are obligated to verify
that such censorship has been performed and approval has been obtained. Violation of these regulations may result in penalties,
including fines, confiscation of advertising income, orders to cease dissemination of the advertisements and orders to publish
an advertisement correcting the misleading information. Where serious violations occur, the SAMR or its local branches may revoke
such offenders’ licenses or permits for their advertising business operations.
On July 4, 2016, the SAIC issued the Interim
Measures for the Administration of Internet Advertising, or the Internet Advertising Measures, which become effective on September
1, 2016. According to the Internet Advertising Measures, Internet Advertising refers to the commercial advertising for direct or
indirect marketing goods or services in the form of text, image, audio, video, or others means through websites, webpages, Internet
applications, or other Internet media. The Internet Advertising Measures specifically sets out the following requirements: (a)
advertisements must be identifiable and marked with the word “advertisement” enabling consumers to distinguish them
from non-advertisement information; (b) sponsored search results must be clearly distinguished from organic search results; (c)
it is forbidden to send advertisements or advertisement links by email without the recipient’s permission or induce Internet
users to click on an advertisement in a deceptive manner; and (d) Internet information service providers who do not participate
in the business activities of Internet advertising are required to stop publishing illegal advertisement only if they know or should
have known the advertising is illegal.
Regulations on Internet Financing
Business
We currently offer micro-credit internet
financing service. The CBRC and PBOC jointly promulgated the Guidance on the Pilot Programs for Micro-credit Company, or the Micro-credit
Company Guidance, on May 4, 2008. According to the Micro-credit Company Guidance, the principal funding sources of the micro-credit
company shall either be the capital paid by shareholders, donated capital or the capital borrowed from at most two banking financial
institutions. Within the scope prescribed by laws and regulations, the principal amount of the capital borrowed by a micro-credit
company from banking financial institutions shall not exceed 50% of its net capital. The aggregate principal amount of loans provided
by the micro-credit company to one single borrower shall not exceed 5% of the net capital of the micro-credit company.
The interest rate and term of the capital
borrowed by a micro-credit company shall be mutually agreed by the micro-credit company and the banking financial institutions
involved through negotiation, and the interest rate shall take the Shanghai inter-bank offered rate as the benchmark, ranging from
0.9 time of the benchmark of the PBOC corresponding interest rate to the upper limit prescribed by the judicial departments. The
specific floating range thereof shall be independently determined according to the market-oriented principle.
Pursuant to the Micro-credit Company Guidance,
the investors of the micro-credit companies (including the natural persons, legal entities and social organizations) and the natural
persons to serve as the directors, supervisors and the senior management of the micro-credit companies cannot have any criminal
record or bad credit record. Micro-credit companies shall also be subject to public supervision and shall not illegally raise funds
in any form.
In addition to the Micro-credit Company
Guidance, many provincial governments, including the Guangdong Province, promulgated local implementation rules on the administration
of micro-credit companies. On January 23, 2009, Guangdong Financial Affairs Office issued the Administrative Rules of Guangdong
Province on Micro-credit Companies (Trial), or the Guangdong Micro-credit Companies Rules. Pursuant to the Guangdong Micro-credit
Companies Rules, to apply for establishment of micro-credit companies, the major promoter (or the largest shareholders) shall meet
the following requirements: (a) it shall be a local company with standardized management, good credit record and strong capital,
and the company’s registered address and domicile shall be in the pilot country-level region or any of its branches is located
in the pilot county-level region if the registered address and the domicile of its headquarter is located in the pilot prefecture-level
region; (b) it shall have sound corporate governance; and (c) its net assets in the fiscal year prior to the application for establishment
shall be no less than RMB50.0 million (no less than RMB20.0 million in the mountainous regions); the asset-liability ratio shall
be no more than 70%; it has continuously operated with profits for the latest three consecutive years and the aggregate profits
is more than RMB10.0 million (no less than RMB5.0 million in the mountainous regions), and the latest year’s net profit shall
be more than RMB3.0 million (no less than RMB1.5 million in the mountainous regions).
Pursuant to the Guangdong Micro-credit Companies
Rules, a micro-credit company shall not operate the following business: (a) deposits from the public illegally or in disguised
form, organize or raise funds in any form; (b) provide loans to shareholders, directors, general managers or related parties of
the company; (c) provide guarantee to financial institutions in banking industry; (d) operate business in cross-region; and (e)
other business without approval. If a micro-credit company operates business without approval by relevant governments, it shall
be punished as unlicensed business operations. And if it engages in illegally raising-funds activities, it will be punished in
accordance with relevant laws and regulations.
Intellectual Property Rights
Software Registration
The State Council and the NCA have promulgated
various rules and regulations relating to protection of software in China. According to these rules and regulations, software owners,
licensees and transferees may register their rights in software with the SCB or its local branches and obtain software copyright
registration certificates. Although such registration is not mandatory under PRC law, software owners, licensees and transferees
are encouraged to go through the registration process and registered software rights to be entitled to better protections. For
the number of software programs for which we had registered rights as of December 31, 2018, see “Item 4. Information on the
Company—B. Business Overview—Intellectual Property.”
Patents
The National People’s Congress adopted
the Patent Law of the People’s Republic of China in 1984 and amended it in 1992, 2000 and 2008, respectively. A patentable
invention, utility model or design must meet three conditions: novelty, inventiveness and practical applicability. Patents cannot
be granted for scientific discoveries, rules and methods for intellectual activities, methods used to diagnose or treat diseases,
animal and plant breeds or substances obtained by means of nuclear transformation. The Patent Office under the State Intellectual
Property Office is responsible for receiving, examining and approving patent applications. A patent is valid for a twenty-year
term for an invention and a ten-year term for a utility model or design, starting from the application date. Except under certain
specific circumstances provided by law, any third party user must obtain consent or a proper license from the patent owner to use
the patent, or else the use will constitute an infringement of the rights of the patent holder. For the number of patents we had
and the number of patent applications we made as of December 31, 2018, see “Item 4. Information on the Company—B. Business
Overview—Intellectual Property.”
Copyright Law
The Copyright Law of the People’s
Republic of China, promulgated in 1990 and amended in 2001 and 2010, or the Copyright Law, and its related implementing regulations,
promulgated on May 30, 1991, and amended on August 2, 2002, January 8, 2011 and on January 30, 2013, respectively, are the principal
laws and regulations governing the copyright related matters. The amended Copyright law covers internet activities, products disseminated
over the internet and software products, among the subjects entitled to copyright protections. Registration of copyright is voluntary,
and is administrated by the China Copyright Protection Center.
To further clarify some key internet copyright
issues, on December 17, 2012, the PRC Supreme People’s Court promulgated the Regulation on Several Issues Concerning Applicable
Laws on Trial of Civil Disputes over the Infringement of Information Network Transmission Right, or the 2013 Regulation. The 2013
Regulation took effect on January 1, 2013, and replaced the Interpretations on Some Issues Concerning Applicable Laws for Trial
of Disputes over Internet Copyright that was initially adopted in 2000 and subsequently amended in 2004 and 2006. Under the 2013
Regulation, where an internet information service provider works in cooperation with others to jointly provide works, performances,
audio and video products of which the right holders have information network transmission right, such behavior will constitute
joint infringement of third parties’ information network transmission right, and the PRC court shall order such internet
information service provider to assume join liability for such infringement. If an internet information service provider can prove
that it has only provided network services through automatic access, automatic transmission, data storage space, search functions,
links, document sharing technology, etc., and thereby argues that it has not been involved in any alleged joint infringement, the
PRC court shall find in favor of such internet information service provider. If an internet information service provider fails
to delete, block, disconnect or take other necessary measures, or if it provides technological support or other aid when it knows
or should have known of the network user’s infringement on the information network transmission right, the PRC court shall
find that such aid constitutes contributory infringement. The PRC court shall determine whether an internet information service
provider is liable for abetting or contributory infringement according to its findings on the degree of fault of the internet information
service provider. The fault of the internet information service provider is determined according to various criteria, including
situations where such provider knew or should have known of the network user’s infringement against third party’s information
network transmission right. If an internet information service provider can prove it has adopted fairly reasonable and effective
technological measures, and yet still finds it difficult to discover infringement against information network transmission conducted
by the network user, the PRC court shall find such provider to be not at fault. Where an internet information service provider
promotes popular video and films through setting up a list, directory, index, descriptive paragraph, briefing or other means of
recommendation, and the public can download, browse or acquire them through other methods directly from the internet information
service provider’s webpage, the PRC court may find that such provider knew of the network user’s infringement on the
information network transmission right of others.
Under the Copyright Law and its implementation
rules, anyone infringing upon the copyrights of others is subject to various civil liabilities, which include stopping the infringement,
eliminating the damages, apologizing to the copyright owners and compensating the copyright owners for such owners’ actual
and other losses resulting from such infringement. If the actual loss of the copyright owner is difficult to calculate, the income
received by the offender as a result of the copyright infringement shall be deemed to be the actual loss; or if such income is
in itself difficult to calculate, the relevant PRC court may decide the amount of the actual loss up to RMB500,000 for each infringement.
To address the problem of copyright infringement
related to content posted or transmitted on the internet, the PRC National Copyright Administration and MIIT jointly promulgated
the Measures for Administrative Protection of Copyright Related to Internet on April 29, 2005. These measures, which became effective
on May 30, 2005, apply to acts of automatically providing services such as uploading, storing, linking or searching works, audio
or video products, or other contents through the internet based on the instructions of internet users who publish contents on the
internet, or the Internet Content Providers, without editing, amending or selecting any stored or transmitted content. When imposing
administrative penalties upon the act which infringes upon any users’ right of communication through information networks,
the Measures for Imposing Copyright Administrative Penalties, promulgated in 2009, shall be applied.
Where a copyright holder finds that certain
internet content infringes upon its copyright and sends a notice to the relevant internet information service operator, the relevant
internet information service operator is required to (i) immediately take measures to remove the relevant contents, and (ii) retain
all infringement notices for six months and to record the content, display time and IP addresses or the domain names related to
the infringement for 60 days. After any content is removed by an internet information service operator according to the notice
of a copyright holder, the content provider may deliver a counter-notice to both the internet information service operator and
the copyright holder, stating that the removed content does not infringe upon the copyright of other parties. After the delivery
of such counter-notice, the internet information service operator may immediately reinstate the removed contents and shall not
bear administrative legal liability for such reinstatement.
An internet information service operator
may be subject to cease-and-desist orders and other administrative penalties such as confiscation of illegal income and fines,
if it is clearly aware of a copyright infringement through the internet or, although not aware of such infringement, it fails to
take measures to remove relevant content upon receipt of the copyright owner’s notice of infringement and, as a result, damages
public interests. Where there is no evidence to indicate that an internet information service operator is clearly aware of the
existence of copyright infringement, or the internet information service operator has taken measures to remove relevant contents
upon receipt of the copyright owner’s notice, the internet information service provider shall not bear the relevant administrative
legal liabilities.
On May 18, 2006, the State Council issued
the Protection of the Right of Communication through Information Network, which took effect on July 1, 2006 and amended on January
30, 2013. Under this regulation, an internet information service provider may be exempt from indemnification liabilities under
the following circumstances:
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any internet information service provider that provides automatic internet access service upon instructions from its users
or provides automatic transmission service for works, performances and audio-visual products provided by its users are not required
to assume indemnification liabilities if (a) it has not chosen or altered the transmitted works, performance and audio-visual products
and (b) it provides such works, performances and audio-visual products to the designated users and prevents any person other than
such designated users from obtaining access.
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any internet information service provider that, for the sake of improving network transmission efficiency, automatically stores
and provides to its own users the relevant works, performances and audio-visual products obtained from any other internet information
service providers, are not required to assume the indemnification liabilities if (a) it has not altered any of the works, performance
or audio-visual products that are automatically stored; (b) it has not affected such original internet information service provider
in holding the information about where the users obtain the relevant works, performance and audio-visual products; and (c) when
the original internet information service provider revises, deletes or shields the works, performances and audio-visual products,
it will automatically revise, delete or shield the same.
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any internet information service provider that provides its users with information memory space for such users to provide the
works, performances and audio-visual products to the general public via an informational network are not required to assume the
indemnification liabilities if (a) it clearly indicates that the information memory space is provided to the users and publicizes
its own name, contact person and web address; (b) it has not altered the works, performance and audio-visual products that are
provided by the users; (c) it is not aware of or has no reason to know that the works, performances and audio-visual products provided
by the users infringe upon the copyrights of others; (d) it has not directly derived any economic benefit from the providing of
the works, performances and audio-visual products by its users; and (e) after receiving a notice from the copyright holder, it
promptly deletes the allegedly infringing works, performances and audio-visual products pursuant to the relevant regulation.
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any internet information service provider that provides its users with information memory space for such users to provide the
works, performances and audio-visual products to the general public via an informational network are not required to assume the
indemnification liabilities if (a) it clearly indicates that the information memory space is provided to the users and publicizes
its own name, contact person and web address; (b) it has not altered the works, performance and audio-visual products that are
provided by the users; (c) it is not aware of or has no reason to know that the works, performances and audio-visual products provided
by the users infringe upon the copyrights of others; (d) it has not directly derived any economic benefit from the providing of
the works, performances and audio-visual products by its users; and (e) after receiving a notice from the copyright holder, it
promptly deletes the allegedly infringing works, performances and audio-visual products pursuant to the relevant regulation.
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We have adopted measures to mitigate copyright
infringement risks. For instance, we have established a routine reporting and registration system that is updated on a monthly
basis, and we require performers, channel owners and users to acknowledge and agree that (a) they would not perform or upload copyrighted
content without proper authorization and (b) that they will indemnify us for any relevant copyright infringement claims in relation
to their activities on our platforms.
If, despite these precautions, such procedures
fail to effectively prevent unauthorized posting or use of copyrighted content or the infringement of other third party rights
on our platforms, and the PRC courts find that certain safe harbor exemptions under PRC laws are not applicable to us because,
for instance, a court finds that we knew or should have known about such infringement or that we have directly derived economic
benefits from allowing such infringement activities on our platforms, we may be held jointly and severally liable with the performers,
channel owners or other infringement parties in lawsuits initiated by the relevant third party copyright holders or authorized
users. Moreover, we may be held directly liable for the infringement activities of such performers or channel owners on our platforms,
if the PRC courts view them as our employees or agents, deem us to have control over their activities on our platforms and the
content they upload or otherwise make available on our platforms, and determine that we have knowingly uploaded such infringing
contents on our platforms. See “D. Risk Factors—Risks Related to Our Business—We may be subject to intellectual
property infringement claims or other allegations, which could result in our payment of substantial damages, penalties and fines,
removal of relevant content from our website or seeking license arrangements which may not be available on commercially reasonable
terms.”
Domain Name
In September 2002, the CNNIC issued the
Implementing Rules for Domain Name Registration setting forth detailed rules for registration of domain names, which was amended
on May 29, 2012. On September 1, 2014, the CNNIC issued the Measures on Domain Name Dispute Resolution and relevant implementing
rules, pursuant to which the CNNIC can authorize a domain name dispute resolution institution to decide disputes. The Measures
for Administration of Domain Names, or the Domain Name Measures, was promulgated by the MIIT on August 24, 2017 and became effective
on November 1, 2017. The MIIT is the major regulatory authority responsible for the administration of the PRC Internet domain names.
The registration of domain names in PRC is on a “first-apply-first-registration” basis. A domain name applicant will
become the domain name holder upon the completion of the application procedure. For the number of domain names we registered as
of December 31, 2018, see “Item 4. Information on the Company—B. Business Overview—Intellectual Property.”
Trademark
The PRC Trademark Law, adopted in 1982 and
amended in 1993, 2001 and 2013, with its implementation rules adopted in 2002 and amended in 2014, protects registered trademarks.
The Trademark Office of the SAIC (currently known as the Trademark Office of National Intellectual Property Administration) handles
trademark registrations and grants a protection term of ten years to registered trademarks. Trademark license agreements must be
filed with the Trademark Office for record. For the number of trademarks we had and trademark applications we had made as of December
31, 2018, see “Item 4. Information on the Company—B. Business Overview—Intellectual Property.”
Internet Infringement
On December 26, 2009, the Standing Committee
of National People’s Congress promulgated the Tort Law of the People’s Republic of China, or the Tort Law, which became
effective on July 1, 2010. Under the Tort Law, an internet user or an internet service provider that infringes upon the civil rights
or interests of others through using the internet assumes tort liability. If an internet user infringes upon the civil rights or
interests of another through using the internet, the person being infringed upon has the right to notify and request the internet
service provider whose internet services are facilitating the infringement to take necessary measures including the deletion, blocking
or disconnection of an internet link. If, after being notified, the internet service provider fails to take necessary measures
in a timely manner to end the infringement, it will be jointly and severally liable for any additional harm caused by its failure
to act. According to the Tort Law, civil rights and interests include the personal rights and rights of property, such as the right
to life, right to health, right to name, right to reputation, right to honor, right of portraiture, right of privacy, right of
marital autonomy, right of guardianship, right to ownership, right to usufruct, right to security interests, copyright, patent
right, exclusive right to use trademarks, right to discovery, right to equity interests and right of heritage, among others.
Regulation of Internet Content
The PRC government has promulgated measures
relating to internet content through a number of governmental agencies, including the MIIT, the MOC and the GAPP. These measures
specifically prohibit internet activities, such as the operation of online games, that result in the publication of any content
which is found to contain, among others, propagate obscenity, gambling or violence, instigate crimes, undermine public morality
or the cultural traditions of the PRC, or compromise state security or secrets. If an ICP license holder violates these measures,
its ICP license may be revoked and its websites may be shut down by the relevant government agencies.
Moreover, pursuant to the Notice on Enhancing
the Content Review Work of Online Game Products promulgated by the MOC in 2004, imported online games are subject to content review
by the MOC prior to being offered to Chinese internet users.
Information Security and Censorship
Internet content in China is regulated and
restricted from a state security standpoint. Internet companies in China are required to complete security filing procedures and
regularly update information security and censorship systems for their websites with local public security bureau. The PRC Law
on Preservation of State Secrets, which became effective on October 1, 2010 requires an internet information services providers
to discontinue disseminating any information that may be deemed to be leaked state secrets and to report such incidents in a timely
manner to the state security and public security authorities. Failure to do so in a timely and adequate manner may subject the
internet information services providers to liability and certain penalties given by the Ministry of State Security, the Ministry
of Public Security and/or the MIIT or their respective local branches.
On December 13, 2005, the Ministry of Public
Security promulgated Provisions on Technological Measures for Internet Security Protection, or the Internet Protection Measures,
which took effect on March 1, 2006. The Internet Protection Measures requires all internet information services operators to take
proper measures including anti-virus, data back-up and other related measures, and keep records of certain information about their
users (including user registration information, log-in and log-out time, IP address, content and time of posts by users) for at
least 60 days and submit the above information as required by laws and regulations.
The National People’s Congress, China’s
national legislative body, enacted the Decisions on the Maintenance of Internet Security on December 28, 2000 and subsequently
amended on August 27, 2009, that may subject persons to criminal liabilities in China for any attempt to: (i) gain improper entry
to a computer or system of strategic importance; (ii) disseminate politically disruptive information; (iii) leak state secrets;
(iv) spread false commercial information or (v) infringe upon intellectual property rights. The Internet Security Law of the People’s
Republic of China, issued by the Standing Committee of the National People’s Congress on November 7, 2016 and became effective
on June 1, 2017, further emphasizes the implementation of classified protection with respect to Internet security. According to
the Internet Security Law, Internet operators shall fulfill relevant mandatory security protection obligations.
The Administration Measures on the Security
Protection of Computer Information Network with Internationally Connections, which was issued by the Ministry of Public Security
in December 1997, and amended on January 8, 2011, prohibits using the internet in ways which, among others, result in a leakage
of state secrets or a spread of socially destabilizing content. The Ministry of Public Security has supervision and inspection
powers in this regard, and relevant local security bureaus may also have jurisdiction. If an ICP license holder violates these
measures, the PRC government may revoke its ICP license and shut down its websites.
On December 28, 2012, the Standing Committee
of the National People’s Congress reiterated relevant rules on the protection of internet information by issuing the Decision
on Strengthening the Protection of Network Information, or the 2012 Decision. The 2012 Decision distinctly clarified certain relevant
obligations of the internet information service provider. For example, the 2012 Decision specifies that the internet information
service provider should take relevant technical measures and other necessary actions to prevent the leakage, damage or loss of
each user’s personal information collected in the internet information service provider’s operation activities, and
shall take remedial measures when the leakage, damage or loss of the citizen’s personal information occurs or may possibly
occur. Once it discovers any transmission or disclosure of information prohibited by the relevant laws and regulations, the internet
information service provider shall stop transmission of such information, take measures such as elimination, keeping relevant record,
and reporting to relevant authorities.
To comply with the above laws and regulations,
we have established an internet information security department to implement measures on information filtering. For example, we
have adopted a voice monitor system, and installed on our platforms various alerts on sensitive words or abnormal activities of
users, channels or groups. We also have a dedicated team that maintains 24-hour surveillance on the information posted on our platforms,
with different categories for monitoring purposes, according to subject and content. We have also established and follow a strict
review process and storage system of relevant records which, in combination with various information security measures, have effectively
prevented the public dissemination of statutory prohibited information through our websites in the past. We intend to continue
to further update our measurements and system and work closely with relevant authorities to avoid any violation of relevant laws
and regulations in the future.
Privacy Protection
Pursuant to the Decision on Strengthening
the Protection of Online Information issued by the Standing Committee of the National People’s Congress on December 28, 2012
and the Order for the Protection of Telecommunication and Internet User Personal Information issued by the MIIT on July 16, 2013
and became effective on September 1, 2013, any collection and use of user personal information must be subject to the consent of
the user, abide by the principles of legality, rationality and necessity and be within the specified purposes, methods and scopes.
An Internet information service provider must also keep such information strictly confidential, and is further prohibited from
divulging, tampering or destroying any such information, or selling or providing such information to other parties. An Internet
information service provider is required to take technical and other measures to prevent the collected personal information from
any unauthorized disclosure, damage or loss. Any violation of these laws and regulations may subject the Internet information service
provider to warnings, fines, confiscation of illegal gains, revocation of licenses, cancellation of filings, closedown of websites
or even criminal liabilities.
Pursuant to the Interpretation of the Supreme
People’s Court and the Supreme People’s Procuratorate on Several Issues regarding Legal Application in Criminal Cases
Infringing upon the Personal Information of Citizens, which was issued on May 8, 2017 and took effect on June 1, 2017, the following
activities may constitute the crime of infringing upon a citizen’s personal information: (i) providing a citizen’s
personal information to specified persons or releasing a citizen’s personal information online or through other methods in
violation of relevant national provisions; (ii) providing legitimately collected information relating to a citizen to others without
such citizen’s consent (unless the information is processed, not traceable to a specific person and not recoverable); (iii)
collecting a citizen’s personal information in violation of applicable rules and regulations when performing a duty or providing
services; or (iv) collecting a citizen’s personal information by purchasing, accepting or exchanging such information in
violation of applicable rules and regulations.
In addition, according to the General Provisions
of the Civil Law of the People’s Republic of China promulgated on March 15, 2017, which became effective on October 1, 2017,
the personal information of a natural person shall be protected. Any organization or individual needing to obtain the personal
information of others shall legally obtain and ensure the security of such information, and shall not illegally collect, use, process,
or transmit the personal information of other persons, nor illegally buy, sell, provide, or publish the personal information of
other persons.
We require our users to accept a user agreement
whereby they agree to provide certain personal information to us. PRC laws and regulations prohibit internet content providers
from disclosing any information transmitted by users through their networks to any third parties without their authorization unless
otherwise permitted by law. If an internet content provider violates these regulations, the MIIT or its local bureaus may impose
penalties and the internet content provider may be liable for damages caused to its users.
Regulation of Foreign Currency
Exchange and Dividend Distribution
Foreign Currency Exchange
.
The core regulations governing foreign currency exchange in China are the Foreign Exchange Administration Regulations, as amended
in August 2008, or the FEA Regulations. Under the FEA Regulations, the Renminbi is freely convertible for current account items,
including the distribution of dividends, interest payments, trade- and service-related foreign exchange transactions, but not for
capital account items, such as direct investments, loans, repatriation of investments and investments in securities outside of
China, unless the prior approval of the SAFE is obtained and prior registration with the SAFE is made. On August 29, 2008, SAFE
promulgated Circular 142 to regulate the conversion of foreign currency into Renminbi by a foreign-invested enterprise by restricting
the ways in which the converted Renminbi may be used. Circular 142 stipulates that the registered capital of a foreign-invested
enterprise that has been settled in Renminbi converted from foreign currencies may only be used for purposes within the business
scope approved by the applicable governmental authority and cannot be used for equity investments within the PRC. Meanwhile, the
SAFE strengthened its oversight of the flow and use of the registered capital of a foreign-invested enterprise settled in Renminbi
converted from foreign currencies. The use of such Renminbi capital may not be changed without the SAFE’s approval, and may
not in any case be repayment of Renminbi loans if the proceeds of such loans have not been used.
Since SAFE Circular 142 has been in place
for more than five years, in 2014, SAFE decided to further reform the foreign exchange administration system in order to satisfy
and facilitate the business and capital operations of foreign invested enterprises, and issued the Circular on the Relevant Issues
Concerning the Launch of Reforming Trial of the Administration Model of the Settlement of Foreign Currency Capital of Foreign-Invested
Enterprises in Certain Areas on July 4, 2014, or SAFE Circular 36. SAFE Circular 36 suspends the application of SAFE Circular 142
in certain areas and allows a foreign-invested enterprise registered in such areas to use the RMB capital converted from foreign
currency registered capital for equity investments within the scope of business, which will be regarded as the reinvestment of
foreign-invested enterprise. On March 30, 2015, SAFE issued the Circular on the Reforming of the Management Method of the Settlement
of Foreign Currency Capital of Foreign-Invested Enterprises, or SAFE Circular 19, which took effect on June 1, 2015, and replaced
SAFE Circular 142 and SAFE Circular 36. Under SAFE Circular 19, a foreign-invested enterprise, within the scope of business, may
also choose to convert its registered capital from foreign currency to RMB on a discretionary basis, and the RMB capital so converted
can be used for equity investments within PRC, which will be regarded as the reinvestment of foreign-invested enterprise.
SAFE promulgated the Notice of the State
Administration of Foreign Exchange on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital
Account, or Circular 16, effective on June 9, 2016. Circular 16 provides that discretionary foreign exchange settlement applies
to foreign exchange capital, foreign debt offering proceeds and remitted foreign listing proceeds, and the corresponding RMB capital
converted from foreign exchange are not restricted from extending loans to related parties or repaying the inter-company loans
(including advances by third parties).
On January 26, 2017, SAFE promulgated the
Circular on Further Improving Reform of Foreign Exchange Administration and Optimizing Genuineness and Compliance Verification,
or Circular 3, which stipulates several capital control measures with respect to the outbound remittance of profit from domestic
entities to offshore entities, including (i) under the principle of genuine transaction, banks shall check board resolutions regarding
profit distribution, the original version of tax filing records and audited financial statements; and (ii) domestic entities shall
hold income to account for previous years’ losses before remitting the profits. Moreover, pursuant to Circular 3, domestic
entities shall make detailed explanations of the sources of capital and utilization arrangements, and provide board resolutions,
contracts and other proof when completing the registration procedures in connection with an outbound investment.
Dividend Distribution
.
The Foreign Investment Enterprise Law, promulgated in 1986 and amended in 2000 and 2016, and the Administrative Rules under the
Foreign Investment Enterprise Law, promulgated in 1990 and amended in 2001 and 2014, are the key regulations governing distribution
of dividends of foreign-invested enterprises.
Under these regulations, a wholly foreign-invested
enterprise in China, or a WFOE, may pay dividends only out of its accumulated profits, if any, determined in accordance with PRC
accounting standards and regulations. In addition, a WFOE is required to allocate at least 10% of its accumulated profits each
year, if any, to statutory reserve funds unless its reserves have reached 50% of the registered capital of the enterprises. These
reserves are not distributable as cash dividends. The proportional ratio for withdrawal of rewards and welfare funds for employees
shall be determined at the discretion of the WFOE. Profits of a WFOE shall not be distributed before the losses thereof before
the previous accounting years have been made up. Any undistributed profit for the previous accounting years may be distributed
together with the distributable profit for the current accounting year.
Circular 37
.
Pursuant
to SAFE’s Notice on Relevant Issues Relating to Domestic Residents’ Investment and Financing and Round-Trip Investment
through Special Purpose Vehicles, or SAFE Circular 37, issued and effective on July 4, 2014, and its appendixes, PRC residents,
including PRC institutions and individuals, must register with local branches of SAFE in connection with their direct establishment
or indirect control of an offshore entity, for the purpose of overseas investment and financing, with such PRC residents’
legally owned assets or equity interest in domestic enterprises or offshore assets or interests, referred to in SAFE Circular 37
as a “special purpose vehicle.” SAFE Circular 37 further requires amendment to the registration in the event of any
significant changes with respect to the special purpose vehicle, such as increase or decrease of capital contributed by PRC individuals,
share transfer or exchange, merger, division or other material event. SAFE promulgated the Notice on Further Simplifying and Improving
the Administration of the Foreign Exchange Concerning Direct Investment in February 2015, which took effect on June 1, 2015,
which amended SAFE Circular 37 requiring PRC residents or entities to register with qualified banks rather than SAFE or its local
branch in connection with their establishment or control of an offshore entity established for the purpose of overseas investment
or financing.
In the event that a PRC shareholder holding
interests in a special purpose vehicle fails to fulfill the required SAFE registration, the PRC subsidiaries of that special purpose
vehicle may be prohibited from making distributions of profit to the offshore parent and from carrying out subsequent cross-border
foreign exchange activities and the special purpose vehicle may be restricted in their ability to contribute additional capital
into its PRC subsidiary. Further, failure to comply with the various SAFE registration requirements described above could result
in liability under PRC law for foreign exchange evasion. These regulations apply to our direct and indirect shareholders who are
PRC residents and may apply to any offshore acquisitions and share transfer that we make in the future if our shares are issued
to PRC residents. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—PRC
regulations relating to offshore investment activities by PRC residents may limit our PRC subsidiaries’ ability to increase
their registered capital or distribute profits to us or otherwise expose us to liability and penalties under PRC law.”
We have completed the foreign exchange registration
of PRC resident shareholders of Guangzhou Huaduo, as required by SAFE Circular 37, for our financings that were completed before
the end of 2010. The SAFE Circular 37 registration in relation to the issuance of common shares to Tiger Global Six YY Holdings
was completed on February 6, 2012. Our PRC resident shareholders further updated their SAFE Circular 37 registrations in March
2015 to reflect shareholding changes in our company resulting from our initial public offering.
Stock Option Rules
.
The Administration Measures on Individual Foreign Exchange Control were promulgated by the PBOC on December 25, 2006, and their
Implementation Rules, issued by the SAFE on January 5, 2007, became effective on February 1, 2007 and amended on May 29, 2016.
Under these regulations, all foreign exchange matters involved in employee stock ownership plans and stock option plans participated
in by onshore individuals, among others, require approval from the SAFE or its authorized branch. Furthermore, the Notices on Issues
concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plans of Overseas Publicly-Listed
Companies, or the Stock Option Rules, were promulgated by SAFE on February 15, 2012, that replaced the Application Procedures of
Foreign Exchange Administration for Domestic Individuals Participating in Employee Stock Ownership Plans or Stock Option Plans
of Overseas Publicly-Listed Companies issued by SAFE on March 28, 2007. Pursuant to the Stock Option Rules, PRC residents who are
granted shares or stock options by companies listed on overseas stock exchanges based on the stock incentive plans are required
to register with SAFE or its local branches, and PRC residents participating in the stock incentive plans of overseas listed companies
shall retain a qualified PRC agent, which could be a PRC subsidiary of such overseas publicly-listed company or another qualified
institution selected by such PRC subsidiary, to conduct the SAFE registration and other procedures with respect to the stock incentive
plans on behalf of these participants. Such participants must also retain an overseas entrusted institution to handle matters in
connection with their exercise of stock options, purchase and sale of corresponding stocks or interests, and fund transfer. In
addition, the PRC agents are required to amend the SAFE registration with respect to the stock incentive plan if there is any material
change to the stock incentive plan, the PRC agents or the overseas entrusted institution or other material changes. The PRC agents
shall, on behalf of the PRC residents who have the right to exercise the employee share options, apply to SAFE or its local branches
for an annual quota for the payment of foreign currencies in connection with the PRC residents’ exercise of the employee
share options. The foreign exchange proceeds received by the PRC residents from the sale of shares under the stock incentive plans
granted and dividends distributed by the overseas listed companies must be remitted into the bank accounts in the PRC opened by
the PRC agents before distribution to such PRC residents. In addition, the PRC agents shall file each quarter the form for record-filing
of information of the Domestic Individuals Participating in the Stock Incentive Plans of Overseas Listed Companies with SAFE or
its local branches.
We and our PRC citizen employees who have
been granted share options, restricted shares or restricted share units, or PRC optionees, are subject to the Stock Option Rules.
If we or our PRC optionees fail to comply with the Individual Foreign Exchange Rule and the Stock Option Rules, we and/or our PRC
optionees may be subject to fines and other legal sanctions. See “D. Risk Factors—Risks Related to Doing Business in
China—PRC regulations relating to offshore investment activities by PRC residents may limit our PRC subsidiaries’ ability
to increase their registered capital or distribute profits to us or otherwise expose us to liability and penalties under PRC law.”
In addition, the State Administration for
Taxation has issued circulars concerning employee share options, under which our employees working in the PRC who exercise share
options will be subject to PRC individual income tax. Our PRC subsidiaries have obligations to file documents related to employee
share options with relevant tax authorities and to withhold individual income taxes of those employees who exercise their share
options. If our employees fail to pay or if we fail to withhold their income taxes as required by relevant laws and regulations,
we may face sanctions imposed by the PRC tax authorities or other PRC government authorities.
Regulation on Tax
PRC Enterprise Income Tax
The PRC enterprise income tax is calculated
based on the taxable income determined under the applicable the PRC Enterprise Income Tax Law, or the New EIT Law and its implementation
rules. On March 16, 2007, the National People’s Congress of China enacted the New EIT Law, which became effective on January
1, 2008 and subsequently amended on February 24, 2017 and on December 29, 2018. On December 6, 2007, the State Council promulgated
the implementation rules to the New EIT Law, which also became effective on January 1, 2008. The New EIT Law imposes a uniform
enterprise income tax rate of 25% on all resident enterprises in China, including foreign-invested enterprises and domestic enterprises,
unless they qualify for certain exceptions, and terminates most of the tax exemptions, reductions and preferential treatment available
under the previous tax laws and regulations. According to the New EIT Law and relevant regulations, subject to the approval of
competent tax authorities, the income tax of an enterprise that has been determined to be a high and new technology enterprise
shall be reduced to a preferential rate of 15%.
Moreover, under the New EIT Law, enterprises
organized under the laws of jurisdictions outside China with their “de facto management bodies” located within China
may be considered PRC resident enterprises and are therefore subject to PRC enterprise income tax at the rate of 25% on their worldwide
income. Though the implementation rules of the New EIT Law define “de facto management bodies” as “establishments
that carry out substantial and overall management and control over the manufacturing and business operations, personnel, accounting,
properties, etc. of an enterprise,” the main guidance currently available for the definition of “de facto management
body” as well as the determination of offshore incorporated PRC tax resident status and its administration are set forth
in the Notice Regarding the Determination of Chinese-Controlled Overseas Incorporated Enterprises as PRC Tax Resident Enterprise
on the Basis of De Facto Management Bodies, or Circular 82, and the Administrative Measures for Enterprise Income Tax of Chinese-Controlled
Offshore Incorporated Resident Enterprises (Trial) or SAT Bulletin No. 45, both issued by the SAT, which provide main guidance
on the administration as well as determination of the tax residency status of a Chinese-controlled offshore-incorporated enterprise,
defined as an enterprise that is incorporated under the law of a foreign country or territory and that has a PRC company or PRC
corporate group as its primary controlling shareholder.
According to Circular 82, a Chinese-controlled
offshore-incorporated enterprise will be regarded as a PRC tax resident by virtue of having its “de facto management body”
in China and will be subject to PRC enterprise income tax on its global income only if all of the following conditions set forth
in Circular 82 are met:
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the primary location of the day-to-day operational management is in the PRC;
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decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations
or personnel in the PRC;
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the enterprise’s primary assets, accounting books and records, company seals and board and shareholder resolutions are
located or maintained in the PRC; and
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50% or more of voting board members or senior executives habitually reside in the PRC.
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In addition, Bulletin No. 45 provides clarification
on the resident status determination, post-determination administration, and competent tax authorities. It also specifies that
when provided with a copy of PRC resident determination certificate from a resident Chinese-controlled offshore-incorporated enterprise,
the payer should not withhold 10% income tax when paying certain PRC-sourced income such as dividends, interest and royalties to
the Chinese-controlled offshore-incorporated enterprise.
Although we do not believe that our company
should be treated as a PRC resident enterprise for PRC tax purposes, substantial uncertainty exists as to whether we will be deemed
to be such by the relevant authorities. In the event that we are considered a PRC resident enterprise, we would be subject to the
PRC enterprise income tax at the rate of 25% on our worldwide income. See “D. Risk Factors—Risks Related to Doing Business
in China—Under the PRC enterprise income tax law, we may be classified as a PRC “resident enterprise,” which
could result in unfavorable tax consequences to us and our shareholders and have a material adverse effect on our results of operations
and the value of your investment.”
In addition, although the New EIT Law provides
that dividend income between “qualified resident enterprises” is exempted income, and the Implementation Rules refer
to “qualified resident enterprises” as enterprises with “direct equity interest,” it is unclear whether
dividends we receive from our PRC subsidiaries are eligible for exemption.
According to the Notice on Strengthening
Administration of Enterprise Income Tax for Share Transfers by Non-PRC Resident Enterprises issued by the PRC State Administration
of Taxation on December 10, 2009, with retroactive effect from January 1, 2008, or SAT Circular 698, and the Notice on Several
Issues Concerning Enterprise Income Tax for Indirect Share Transfer by Non-PRC Resident Enterprises, issued by the PRC State Administration
of Taxation on February 3, 2015, or SAT Circular 7, an “indirect transfer” of assets of a PRC resident enterprise,
including equity interests in a PRC resident enterprise, by non-PRC resident enterprises may be re-characterized and treated as
a direct transfer of PRC taxable properties, if such transaction arrangement lacks of reasonable commercial purpose and was established
for the purpose of reducing, avoiding or deferring PRC enterprise income tax. As a result, gains derived from such indirect transfer
may be subject to PRC enterprise income tax, and tax filing or withholding obligations may be triggered, depending on the nature
of the PRC taxable properties being transferred. According to SAT Circular 7, “PRC taxable properties” include assets
of a PRC establishment or place of business, real properties in the PRC, and equity investments in PRC resident enterprises, in
respect of which gains from their transfer by a direct holder, being a non-PRC resident enterprise, would be subject to PRC enterprise
income taxes. When determining if there is a “reasonable commercial purpose” of the transaction arrangement, features
to be taken into consideration include: whether the main value of the equity interest of the relevant offshore enterprise derives
from PRC taxable properties; whether the assets of the relevant offshore enterprise mainly consists of direct or indirect investment
in China or if its income mainly derives from China; whether the offshore enterprise and its subsidiaries directly or indirectly
holding PRC taxable properties have real commercial nature which is evidenced by their actual function and risk exposure; the duration
of existence of the business model and organizational structure; the replicability of the transaction by direct transfer of PRC
taxable properties; and the tax situation of such indirect transfer and applicable tax treaties or similar arrangements. In respect
of an indirect offshore transfer of assets of a PRC establishment or place of business of a foreign enterprise, the resulting gain
is to be included with the annual enterprise filing of the PRC establishment or place of business being transferred, and would
consequently be subject to PRC enterprise income tax at a rate of 25%. Where the underlying transfer relates to PRC real properties
or to equity investments in a PRC resident enterprise, which is not related to a PRC establishment or place of business of a non-resident
enterprise, a PRC enterprise income tax at 10% would apply, subject to available preferential tax treatment under applicable tax
treaties or similar arrangements, and the party who is obligated to make the transfer payments has the withholding obligation.
Where the payor fails to withhold any or sufficient tax, the transferor shall declare and pay such tax to the competent tax authority
by itself within the statutory time limit. Late payment of applicable tax will subject the transferor to default interest. Currently,
neither SAT Circular 698 nor SAT Circular 7 applies to transactions of sale of shares by investors through a public stock exchange
where such shares were acquired from a transaction through a public stock exchange. In October 2017, SAT issued the Announcement
on Issues Relating to Withholding at Source of Income Tax of Non-resident Enterprises, or SAT Circular 37, effective December 2017,
superseded the Non-resident Enterprises Measures and SAT Circular 698 as a whole and partially amended some provisions in SAT Circular
7. SAT Circular 37 purports to clarify certain issues by providing the definition of equity transfer income and tax basis, the
foreign exchange rate to be used in the calculation of withholding amount, and the date of occurrence of the withholding obligation.
Specifically, SAT Circular 37 provides that where the transfer income subject to withholding at source is derived by a non-PRC
resident enterprise in instalments, the instalments may first be treated as recovery of costs of previous investments. Upon recovery
of all costs, the tax amount to be withheld must then be computed and withheld.
We cannot assure you that the PRC tax authorities
will not, at their discretion, adjust any capital gains and impose tax return filing and withholding or tax payment obligations
on the transferors and transferees, while our PRC subsidiaries may be requested to assist in the filing. Any PRC tax imposed on
a transfer of our shares or any adjustment of such gains would cause us to incur additional costs and may have a negative impact
on the value of your investment in us.
Value Added Tax
On January 1, 2012, the State Administration
of Taxation officially launched a pilot VAT reform program (“Pilot Program”), applicable to businesses in selected
industries. Taxable income derived from the businesses in the Pilot Program is subject to VAT in lieu of business tax. The Pilot
Program initially applied only to transportation industry and “modern service industries” (“Pilot Industries”)
in Shanghai in 2011 and expanded to eight trial regions (including Beijing and Guangdong province) and nationwide progressively
from August to December 2012. The Pilot Industries in Shanghai included industries involving the leasing of tangible movable property,
transportation services, research and development and technical services, information technology services, cultural and creative
services, logistics and ancillary services, certification and consulting services. Revenues generated by advertising services,
a type of “cultural and creative services,” are subject to the VAT tax rate of 6%. According to official announcements
made by competent authorities in Beijing and Guangdong province, Beijing launched the same Pilot Program on September 1, 2012,
and Guangdong province launched it on November 1, 2012. In addition, the Supplementary Notice on Several Tax Policies in Relation
to the Scope of VAT-able and Other Matters in the Transportation and Selected Modern Service Sectors under the VAT Reform Pilot
Program, Caishui [2012] No. 86, or Circular 86, which was issued in December 2012, further defines the application scope of relevant
industries and specifies that, starting from December 1, 2012, website operation services provided by website owners for non-self-owned
online games are taxed as “Information System Services,” and therefore would also be subject to the VAT tax rate as
6%. Going forward, in Guangdong province, we will pay the pilot VAT instead of business taxes for our advertising activities, operating
services for online games not owned by us and for any other parts of our business that are deemed by the competent state tax authorities
to be in the scope of the Pilot Industries.
On December 12, 2013, the Ministry of Finance
and the SAT issued the Circular on Including the Railway Transportation and Postal Industries in the Pilot Program of Replacing
Business Tax with Value-Added Tax, or the Pilot Collection Circular. The scope of certain modern services industries under the
Pilot Collection Circular is expanded to cover research and development and technical services, cultural and creative services,
and radio, film and television services. In addition, according to the Notice on Including the Telecommunications Industry in the
Pilot Program of Levying Value-added Tax in Lieu of Business Tax, which became effective on June 1, 2014, the scope of certain
modern services industries under the Pilot Collection Circular is further expanded to cover the telecommunications industry. On
March 23, 2016, the Ministry of Finance and the SAT issued the Notice of Taxation on Implementing the Pilot Program of Replacing
Business Tax with Value-Added Tax in an All-round Manner, pursuant to which the pilot plan for the replacement of business tax
with VAT was expanded to all regions and industries as of May 1, 2016. Live streaming revenues and membership revenues became subject
to VAT from June 1, 2014, at a rate of 6%. Online games revenues and other revenues, are subject to VAT for the years ended December
31, 2016, 2017 and 2018.
Cultural Development Fee
According to applicable PRC tax regulations
or rules, advertising service providers are generally required to pay a cultural development fee at the rate of 3% on the revenues
(a) which are generated from providing advertising services and (b) which are also subject to VAT after the VAT reform program.
Dividends Withholding Tax
Under the Old EIT Law that was effective
prior to January 1, 2008, dividends paid to foreign investors by foreign-invested enterprises, such as dividends paid to us by
Beijing Huanju Shidai or Guangzhou Huanju Shidai, our PRC subsidiaries, were exempt from PRC withholding tax. We are a Cayman Islands
holding company and substantially all of our income may come from dividends we receive from our subsidiaries located in the PRC.
Pursuant to the New EIT Law and its implementation rules, dividends generated after January 1, 2008 and distributed to us by our
PRC subsidiaries are subject to withholding tax at a rate of 10%, unless otherwise exempted or reduced according to treaties or
arrangements between the PRC central government and governments of other countries or regions where the non-PRC-resident holding
enterprises are incorporated.
As uncertainties remain regarding the interpretation
and implementation of the New EIT Law and its implementation rules, we cannot assure you that, if we are deemed a PRC resident
enterprise, any dividends to be distributed by us to our non-PRC shareholders and ADS holders would not be subject to any PRC withholding
tax. See “D. Risk Factors—Risks Related to Doing Business in China—Under the PRC enterprise income tax law, we
may be classified as a PRC “resident enterprise,” which could result in unfavorable tax consequences to us and our
shareholders and have a material adverse effect on our results of operations and the value of your investment.”
Labor Laws and Social Insurance
The principle laws that govern employment
include:
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·
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Labor Law of the People’s Republic of China, promulgated by the Standing Committee of the National People’s Congress
on July 5, 1994, effective since January 1, 1995 and amended on August 27, 2009 and on December 29, 2018, respectively; and
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·
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Labor Contract Law of the People’s Republic of China, promulgated by the Standing Committee of the National People’s
Congress on June 29, 2007 and amended on December 28, 2012.
|
According to the Labor Law and Labor Contract
Law, employers must execute written labor contracts with full-time employees. All employers must compensate their employees with
wages equal to at least the local minimum wage standards. All employers are required to establish a system for labor safety and
sanitation, strictly comply with state rules and standards and provide employees with workplace safety training. Violations of
the Labor Contract Law and the Labor Law may result in the imposition of fines and other administrative penalties. For serious
violations, criminal liability may arise.
In addition, employers in China are required
to provide employees with welfare schemes covering pension insurance, unemployment insurance, maternity insurance, work-related
injury insurance, medical insurance and housing funds. An enterprise must provide social insurance by processing social insurance
registration with local social insurance agencies, and shall pay or withhold relevant social insurance premiums for or on behalf
of employees. The Law on Social Insurance of the PRC, which was promulgated in October 28, 2010, effectively July 1, 2011 and amended
on December 29, 2018, has consolidated pertinent provisions for basic pension insurance, unemployment insurance, maternity insurance,
workplace injury insurance and basic medical insurance and has elaborated in detail the legal obligations and liabilities of employers
who do not comply with relevant laws and regulations on social insurance.
We have caused all of our full-time employees
to enter into written labor contracts with us and have provided and currently provide our employees with the proper welfare and
employment benefits.
New M&A Regulations and Overseas
Listings
On August 8, 2006, six PRC governmental
agencies jointly promulgated the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the New
M&A Rule, which became effective on September 8, 2006, and amended on June 22, 2009. The New M&A Rule requires offshore
special purpose vehicles formed to pursue overseas listing of equity interests in PRC companies and controlled directly or indirectly
by PRC companies or individuals to obtain the approval of the Chinese Securities Regulatory Commission, or the CSRC, prior to the
listing and trading of such special purpose vehicle’s securities on any stock exchange overseas.
The application of the M&A Rules remains
unclear. Based on the understanding on the current PRC laws, rules and regulations and the M&A Rules of our PRC Legal Counsel,
Fangda Partners, prior approval from the CSRC is not required under the M&A Rules for the listing and trading of our ADSs on
the Nasdaq Global Select Market because (a) our PRC subsidiaries, Beijing Huanju Shidai and Guangzhou Huanju Shidai, are foreign-invested
enterprises established by foreign enterprises, (b) we did not acquire any equity interest or assets of a PRC domestic company
owned by PRC companies or individuals as defined under the M&A Rules, and (c) there is no provision that clearly classifies
the contractual arrangements among our PRC subsidiary, Beijing Huanju Shidai, our PRC consolidated affiliated entities and their
shareholders as a transaction regulated by the M&A Rules. However, as there has been no official interpretation or clarification
of the M&A Rules, we are also advised by our PRC legal counsel that there is uncertainty as to how this regulation will be
interpreted or implemented.
Considering the uncertainties that exist
with respect to the issuance of new laws, regulations or interpretation and implementing rules, the opinion of Fangda Partners,
summarized above, is subject to change. If the CSRC or another PRC regulatory agency subsequently determines that prior CSRC approval
was required, we may face regulatory actions or other sanctions from the CSRC or other PRC regulatory agencies.
Overseas Regulations
As our globalized operations evolve, we
may, from time to time, be subject to overseas regulations. As the live streaming and short-form video businesses are still at
an early stage of development in the jurisdictions where we have presence, new laws and regulations may be adopted from time to
time to require new licenses and permits in addition to those we currently have. This section sets forth the most important laws
and regulations that govern our current business activities in overseas jurisdictions, including European Union, India and Singapore.
Regulations on Data Privacy and Protection
General Data Protection Regulation –
European Union
The General Data Protection
Regulation, or GDPR, regulates the collection and use of personal data in the EU. The GDPR covers any business, regardless
of its location, that provides goods or services to residents in the EU and, thus, could incorporate our activities in EU member
states. The GDPR imposes strict requirements on controllers and processors of personal data, including special protections
for “sensitive information,” which includes health and genetic information of individuals residing in the EU. GDPR grants
individuals the opportunity to object to the processing of their personal information, allows them to request deletion of personal
information in certain circumstances, and provides the individual with an express right to seek legal remedies in the event the
individual believes his or her rights have been violated. Further, the GDPR imposes strict rules on the transfer of personal
data out of the EU to regions that have not been deemed to offer “adequate” privacy protections, such as the China.
Failure to comply with the requirements of the GDPR and the related national data protection laws of the EU member states,
which may deviate slightly from the GDPR, may result in warning letters, mandatory audits and financial penalties, including
fines of up to 4 percent of global revenues, or €20,000,000, whichever is greater. As a result of the implementation of the GDPR,
we may be required to put in place additional mechanisms ensuring compliance with the new data protection rules.
There is significant uncertainty related
to the manner in which data protection authorities will seek to enforce compliance with GDPR. For example, it is unclear whether
the authorities will conduct random audits of companies doing business in the EU, or act solely after complaints are filed claiming
a violation of the GDPR. The lack of compliance standards and precedent, enforcement uncertainty and the costs associated
with ensuring GDPR compliance may be onerous and adversely affect our business, financial condition, results of operations
and prospects
Information Technology Act 2000 –
India
Information Technology Act 2000, or the
IT Act, governs the data privacy regulations in India. The IT Act contains three provisions on data protection and privacy. Section
43A provides that we are subject to civil liability to compensate for wrongful loss or gain to any person arising from negligence
in implementing and maintaining reasonable security practices and procedures with respect to sensitive personal data or information
that we possess, deal with or handle in our computer systems, networks, databases and software. Section 72A provides for criminal
punishment if, in the course of performing a contract, a service provider discloses personal information without the consent of
the person concerned or in breach of a lawful contract and he or she does so with the intention to cause, or knowing he or she
is likely to cause, wrongful loss or wrongful gain. Section 72 prescribes criminal punishment if a government official discloses
records and information accessed by him or her in the course of his or her duties without the consent of the concerned person or
unless permitted by other laws. India has also implemented privacy laws, including the Information Technology (Reasonable Security
Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, which impose limitations and restrictions on
the collection, use and disclosure of personal information.
Personal Data Protection Act 2012 (No.
26 of 2012) – Singapore
A non-governmental
entity collecting, processing or using personal data is subject to the Personal Data Protection Act, or the “PDPA,”
as amended on December 30, 2015. Any information that may be used to directly or indirectly identify a natural person is considered
“personal data,” including the name of the data subject, date of birth, identity card number, passport number, characteristics,
fingerprints, marital status, family, education, occupation, medical record, medical treatment, genetic information, sexual life,
health examination, criminal record, contact information, financial conditions, and social activities.
When an entity collects
personal data, it must inform the data subject of matters including the purpose of collection, how the data will be used, the rights
of the data subject to review, duplicate, correct the personal data, and the right to request the entity to cease using the data.
When such entity processes or uses any personal data collected by any third parties, it must further inform the data subject about
the source of such data in addition to the requirements mentioned above. In principle, prior consent from the data subject is required
in order to process and/or use his/her personal data. However, this requirement is exempted if the use relates to public interests
or if the personal data is available from the public domain and the interest to be protected is more important than the privacy
of the data subject. Furthermore, the competent authorities may impose restrictions on any overseas transmission of personal data
if (i) such transmission is related to the interests of the nation, (ii) such restriction is imposed pursuant to an international
treaty or agreement, (iii) the receiving country has no laws or regulations that are sufficient to protect personal data, or (iv)
such transmission is made through a third nation/region for the purpose of avoiding the regulations of the PDPA.
Violation of the PDPA may
lead to a criminal sentence if such violation is committed with the intent to gain profits, and may also lead to damage claims
whether with such intent to gain profits or not, even if no actual damage can be proven. The competent authorities may request
an entity to delete the data and prohibit the entity from further collecting, processing or using the data if the entity is perceived
to have violated the PDPA. A victim may authorize certain public-interest associations to file a lawsuit against the violator
on his/her behalf.
Regulations on Intellectual Property
Copyright
Act, 1957 – India
Copyright law in India is governed by the
Copyright Act, 1957, which has been amended six times, with the last amendment in 2012. It is a comprehensive set of statutes providing
for legal protection to copyright, moral rights and neighboring rights. Under the fair use provisions of the Act, section 52(1)(b)
provides that transient or incidental storage of a work or performance purely in the technical process of electronic transmission
or communication to the public does not constitute infringement of copyright. This provision provides safe harbor to internet service
providers that may have incidentally stored infringing copies of a work for the purpose of transmission of data.
C. Organizational Structure
Corporate Structure
The following diagram illustrates our corporate
structure as of the date of this annual report, including our principal subsidiaries and our variable interest entities and their
principal subsidiaries:
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(1)
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Beijing Tuda is our PRC consolidated
affiliated entity. Mr. David Xueling Li, our co-founder, chairman and chief executive
officer and director, owns 97.7% of Beijing Tuda’s equity interests, as of the
date of this annual report. For a detailed description of the contractual arrangements,
see “Item 7. Major Shareholders and Related Party Transactions—B. Related
Party Transactions—Contractual Arrangements with Beijing Tuda.”
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|
(2)
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Guangzhou Huaduo is our PRC
consolidated affiliated entity. Mr. David Xueling Li and Beijing Tuda own 0.5% and 99.0%
of Guangzhou Huaduo’s equity interests, respectively, as of the date of this annual
report. For a detailed description of the contractual arrangements, see “Item 7.
Major Shareholders and Related Party Transactions—B. Related Party Transactions—Contractual
Arrangements with Guangzhou Huaduo.”
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(3)
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Bilin Online is our PRC consolidated
affiliated entity. Mr. David Xueling Li owns 99.0% of Bilin Online’s equity interests,
as of the date of this annual report. For a detailed description of the contractual arrangements,
see “Item 7. Major Shareholders and Related Party Transactions—B. Related
Party Transactions—Contractual Arrangements with Bilin Online.”
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(4)
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Guangzhou Huya is our PRC
consolidated affiliated entity. Guangzhou Huaduo owns 99.01% of Guangzhou Huya’s equity interests, as of the date of this
annual report. For a detailed description of the contractual arrangements, see “Item 7. Major Shareholders and Related Party
Transactions—B. Related Party Transactions—Contractual Arrangements with Guangzhou Huya.”
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(5)
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We own more than 50% voting
power in HUYA Inc. and remain control over HUYA Inc. as of the date of this annual report. The financial results of HUYA Inc.
remain consolidated with our company.
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(6)
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Duowan BVI and Guangzhou Huaduo is the limited partner of Engage L.P., Shanghai Yilian and Guangzhou Yixing, respectively.
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(7)
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Sanrenxing is our PRC
consolidated affiliated entity. Guangzhou Huaduo owns 46.55% of Sanrenxing’s equity interests, as of the date of this annual
report. For a detailed description of the contractual arrangements, see “Item 7. Major Shareholders and Related Party Transactions—B.
Related Party Transactions—Contractual Arrangements with Sanrenxing.”
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(8)
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Guangzhou BaiGuoYuan
is our PRC consolidated affiliated entity. Mr. David Xueling Li owns 99.0% of Guangzhou BaiGuoYuan’s equity interests, as
of the date of this annual report. For a detailed description of the contractual arrangements, see “Item 7. Major Shareholders
and Related Party Transactions—B. Related Party Transactions—Contractual Arrangements with Guangzhou BaiGuoYuan.”
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(9)
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In March 2019, we completed the acquisition of the remaining 68.3% equity interest in Bigo from the other shareholders of Bigo.
As of the date of this annual report, we hold 100% shares of Bigo, and Bigo is our wholly owned subsidiary.
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D. Property, Equipment and Land Use
Right
In November 2015, our principal executive
offices were relocated to our previously purchased commercial premises in Panyu District, Guangzhou, China, which comprise 37,548
square meters. We acquired a building in Zhuhai in October 2017 as branch office, which comprises 27,206 square meters. This facility
currently accommodates our management headquarters, principal development, engineering, sales and marketing, human resources and
administrative activities. We also have a branch office in Beijing focusing on research and development, a branch office in Zhuhai
focusing on games related businesses, and a representative office in Shanghai that handles advertising-related matters. We lease
these relatively small premises under lease agreements from unrelated third parties, and we plan to renew these leases from time
to time as needed.
In August 2015, we acquired the use right
of a parcel of land located at Pazhou, Haizhu District, Guangzhou, China. This land and its adjacent areas are designated by the
Guangzhou municipal government to be a new center for e-commerce companies. We expect to use this land to support future development
of our company.
Our servers are hosted in leased internet
data centers in different geographic regions in China. The data centers in our network are owned and maintained for us by major
domestic internet data center providers. We typically enter into leasing and hosting service agreements that are renewable annually.
We believe that our existing facilities
are sufficient for our current needs and we will obtain adequate facilities, principally through leasing, to accommodate our future
expansion plans.
See Notes 13 and 14 to our financial statements
for further information about our property and equipment and land use right.
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ITEM 4A.
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UNRESOLVED STAFF COMMENTS
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None.
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ITEM 5.
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS
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You should read the following discussion
and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and
the related notes included elsewhere in this annual report. This discussion contains forward-looking statements that involve risks
and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these
forward-looking statements as a result of various factors, including those set forth under “Item 3. Key Information—D.
Risk Factors” and elsewhere in this annual report.
Overview
We began our operations in 2005 by launching
Duowan.com, a popular online web portal hosting game media content. We have grown significantly in recent years, developing and
introducing YY Client in 2008 and extending our services into mobile devices in September 2010 and onto web browsers in October
2012. Our business has also expanded from focusing on providing voice communication services to becoming a live streaming platform.
We offer a variety of live streaming content on our platforms, such as online music shows, live game playthrough streaming, online
dating shows and online financial news and shows, which give our users a more diverse, immersive, engaging and enriching experience.
We derive our revenues primarily from live
streaming services, accounting for 85.7%, 92.0% and 94.4% of our total net revenues in 2016, 2017 and 2018, respectively. Revenues
from live streaming are primarily generated through YY Live platform and Huya platform. For the year ended December 31, 2018, we
re-classified the remainder of our revenue as other revenues, which mainly include revenues from online games, membership, online
education, advertising and financing income. The revenue presentation for the year ended December 31, 2016 and 2017 have been retrospectively
adjusted. We have been exploring additional monetization opportunities and diversifying our revenue sources in order to capitalize
on the large and highly engaged user base of our platforms.
An increasing number of users are accessing
our platforms through mobile devices, and we consider the rise of mobile-based business to be a general trend. We have been taking
measures to expand our success from PC-based products and services to the mobile platform. In 2010, we introduced Mobile YY, our
music and entertainment mobile application. In the second half of 2016, along with our transition into a live streaming platform,
we rebranded Mobile YY into YY Live APP, a mobile application for our YY Live platform. We also have introduced Huya APP, a mobile
application for our Huya platform. We have also developed numerous mobile applications for other parts of our business. Our mobile
applications in aggregate, have contributed 64.0% of the total revenue generated from our live streaming services in the fourth
quarter of 2018, compared to 53.4% in the same period of 2017. An important element of our strategy is to continue to develop and
enhance mobile applications to capture a greater share of the growing number of mobile users.
Our total net revenues increased from RMB8,204.1
million in 2016 to RMB 11,594.8 million in 2017 and to RMB15,763.6 million (US$2,292.7 million) in 2018. We had a net income of
RMB1,511.6 million, RMB2,508.4 million and RMB2,115.7 million (US$307.7 million) in 2016, 2017 and 2018, respectively.
Discussion of Selected Statements of
Operations Items
Revenues
Starting from the first quarter of 2018,
we re-classified our revenues from live streaming, online games, revenues from memberships, and other revenues (which mainly represented
revenues from our online advertising revenues) to the categories of live streaming and other revenues. The revenue presentation
for the year ended December 31, 2016 and 2017 has been retrospectively adjusted. Our live streaming revenues are primarily comprised
of revenues from YY Live platform and Huya platform. Other revenues mainly include revenues from online games, membership, online
education, advertising and financing income. We expect that in the future, as is the case in 2019, an increasing portion of our
revenues will be derived from live streaming revenues, including revenues from in-channel virtual items sold on our platforms,
as well as other online products and services.
The following table sets forth the principal
components of our total net revenues by amount and as a percentage of our total net revenues for the periods presented.
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For the Year Ended December 31,
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2016
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2017
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|
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|
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2018
|
|
|
|
|
|
|
|
|
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RMB
|
|
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% of total net
revenues
|
|
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RMB
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|
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% of total net
revenues
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|
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RMB
|
|
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US$
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|
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% of total
net revenues
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|
|
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(in thousands, except for percentages)
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|
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|
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Live streaming
|
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7,027,227
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85.7
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10,670,954
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92.0
|
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14,877,667
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2,163,867
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94.4
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Others
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1,176,823
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14.3
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923,838
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8.0
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885,890
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128,847
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5.6
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Total net revenues
(1)
|
|
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8,204,050
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|
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100.0
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|
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11,594,792
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|
|
|
100.0
|
|
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15,763,557
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|
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2,292,714
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100.0
|
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(1)
Revenues are presented net of rebates and discounts.
Live streaming revenues.
We generate
live streaming revenues from the sales of in-channel virtual items used on our live streaming platforms, including YY Live platform
and Huya platform. Users access content on our platforms free of charge, but are charged for purchases of virtual items.
The most significant factors that directly
affect our live streaming revenues include the increase in the number of our paying users and ARPU:
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·
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The number of paying users.
We had 11.0 million, 16.6 million and 19.8 million paying users in 2016, 2017 and
2018, respectively for our live streaming services. We calculate the number of paying users during a given period as the
cumulative number of registered user accounts that have purchased virtual items or other products and services on our live
streaming platform at least once during the relevant period. We were able to achieve an increase in the number of paying
users primarily due to a larger active user base and a higher conversion ratio of active users to paying users, and we expect
that the number of our paying users will continue to grow in the future as we expand our services and products offerings and
further monetize our existing platform.
|
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·
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ARPU.
Our ARPU for live streaming was RMB637.8, RMB643.2 and RMB751.2 in 2016, 2017 and 2018, respectively. ARPU is
calculated by dividing our total revenues from live streaming during a given period by the number of paying users for our live
streaming services for that period. As we begin to generate revenues from an increasing variety of live streaming services, our
ARPU may fluctuate from period to period due to the mix of live streaming services purchased by our paying users.
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Other significant factors that directly
or indirectly affect our live streaming revenues include:
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·
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our ability to increase our popularity by offering new and attractive contents, products and services that allow us to monetize
our live streaming platform;
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·
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our ability to attract and retain a large and engaged user base; and
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·
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our ability to attract and retain certain popular performers, channel owners, professional game playing team and commentators.
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We expect that the portion of our revenues
from live streaming derived from the sales of virtual items and services will continue to increase as we capitalize on monetization
opportunities. We create and offer to users virtual items that can be used on various channels. Users can purchase consumable virtual
items from us to show support for their favorite performers or time-based virtual items that provide users with recognized status,
such as priority speaking rights or special symbols on the music and entertainment channels.
Other revenues.
We generate other
revenues mainly from our online games, memberships and other services.
(i) Online games revenues.
We generate
online games revenues from the sales of in-game virtual items used for games developed by us or by third parties under revenue-sharing
arrangements on our platforms. Users play online games free of charge, but are charged for purchases of virtual items. The online
games we currently offer are primarily web games that can be run from an internet browser and require an internet connection to
play. We have historically derived a significant portion of our revenues from a number of popular online games, primarily through
selling in-game virtual items for these games. A majority of our popular online games are developed by third party game developers
under revenue-sharing arrangements that typically last one to two years.
(ii) Membership revenues.
We generated
membership revenues from the membership subscription fees paid by our users. In our membership program, users pay a flat monthly
subscription fee in order to become members, and in exchange, we give them access to various privileges and enhanced features on
our channels, including additional video usage, priority entrance to certain live performances, and exclusive rights to access
VIP avatars, VIP ring-tones, VIP fonts and VIP emoticons.
(iii) Others.
We generated other
revenues from our online education, advertising and financing business. Online education service consists of vocational training,
language training and K-12 afterschool education courses and we generated revenue from course fee. Advertising revenues were generated
from sales of various forms of advertising and provision of promotion campaigns on the live streaming platforms. We also generated
revenues from financing business by providing micro-credit personal loans to individual borrowers and corporate loans to corporate
customers.
Cost of Revenues
Cost of revenues consists primarily of (i)
revenue sharing fees and content costs including payments to various channel owners and performers, and content providers, (ii)
bandwidth costs, (iii) salary and welfare, (iv) depreciation and amortization expense for servers, other equipment and intangibles
directly related to operating the platform, (v) payment handling costs, (vi) share-based compensation, (vii) other taxes and surcharges,
and (viii) other costs. We anticipate that revenue sharing fees and content costs paid to performers, channel owners and content
providers will increasingly contribute to our cost of revenues. We expect that our cost of revenues will increase in absolute amount
as we further grow our user base and expand our revenue-generating services.
Revenue sharing fees and content costs.
Our revenue sharing fees and content costs paid to performers, channel owners and content providers increased from RMB3,790.6 million
in 2016 to RMB5,727.1 million in 2017 and further increased to RMB8,272.7 million (US$1,203.2 million) in 2018. We expect our revenue
sharing fees and content costs to continue to increase as we continue to expand our live streaming offerings, our user engagement
and spending levels increase, as well as our investments in expanding the amount of new and innovative content provided to users.
Bandwidth costs.
Our bandwidth costs
increased from RMB651.7 million in 2016 to RMB695.8 million in 2017 and further increased to RMB967.4 million (US$140.7 million)
in 2018. We expect bandwidth costs to continue to increase as of the continued user base expansion and video quality improvements,
but be partially offset by our improved efficiency and pricing terms.
Salary and welfare.
Our salary and
welfare costs increased from RMB232.5 million in 2016 to RMB237.1 million in 2017 and further increased to RMB323.6 million (US$47.1
million) in 2018. We expect our salary and welfare costs to increase as we continue to hire additional employees in line with the
expansion of our business.
Depreciation and amortization.
Our
depreciation and amortization decreased from RMB173.0 million in 2016 to RMB128.6 million in 2017, and further decreased to RMB117.3
million (US$17.1 million) in 2018. Our depreciation and amortization decreased in 2018 because we purchased more content delivery
network, or CDN services instead of purchasing servers directly. We expect depreciation and amortization to increase as we continue
to expand our operations and purchase servers and other equipment or intangibles directly related to the operating of our platforms
and business.
Payment handling costs.
Our payment
handling costs increased from RMB67.5 million in 2016 to RMB73.0 million in 2017 and further increased to RMB104.8 million (US$15.2
million) in 2018. We expect payment handling costs to increase as we continue to grow our paying users base and expand our paid
service offerings.
Other taxes and surcharges.
Our other
taxes and surcharges increased from RMB44.7 million in 2016 to RMB48.4 million in 2017 and further increased to RMB48.7 million
(US$7.1 million) in 2018. We expect the payment of surcharges to increase due to the expansion of our business.
Share-based compensation.
Our share-based
compensation allocated to the cost of revenues increased from RMB15.9 million in 2016 to RMB42.8 million in 2017 and further increased
to RMB74.3 million (US$10.8 million) in 2018.
Operating Expenses
Our operating expenses consist of (i) research
and development expenses, (ii) sales and marketing expenses, (iii) general and administrative expenses, and (iv) goodwill impairment.
The following table sets forth the components of our operating expenses for the years indicated, both in absolute amounts and as
percentages of our total net revenues. We expect our operating expenses to generally increase in both absolute amount and as percentage
of total net revenues in the near future.
|
|
For the Year Ended December 31,
|
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
|
RMB
|
|
|
% of total
net
revenues
|
|
|
RMB
|
|
|
% of total
net
revenues
|
|
|
RMB
|
|
|
US$
|
|
|
% of total
net
revenues
|
|
|
|
(in thousands, except for percentages)
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development expenses
|
|
|
675,230
|
|
|
|
8.2
|
|
|
|
781,886
|
|
|
|
6.7
|
|
|
|
1,192,052
|
|
|
|
173,377
|
|
|
|
7.6
|
|
Sales and marketing expenses
|
|
|
387,268
|
|
|
|
4.7
|
|
|
|
691,281
|
|
|
|
6.0
|
|
|
|
1,149,316
|
|
|
|
167,161
|
|
|
|
7.3
|
|
General and administrative expenses
|
|
|
482,437
|
|
|
|
5.9
|
|
|
|
544,641
|
|
|
|
4.7
|
|
|
|
883,225
|
|
|
|
128,460
|
|
|
|
5.6
|
|
Goodwill impairment
|
|
|
17,665
|
|
|
|
0.2
|
|
|
|
2,527
|
|
|
|
0.0
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total operating expenses
|
|
|
1,562,600
|
|
|
|
19.0
|
|
|
|
2,020,335
|
|
|
|
17.4
|
|
|
|
3,224,593
|
|
|
|
468,998
|
|
|
|
20.5
|
|
Research and Development
Expenses
Research and development expenses consist
primarily of salaries and benefits and share-based compensation expenses for research and development personnel and rental expenses
and depreciation of office premises and servers utilized by the research and development personnel. Research and development expenses
generally increased in the past three years ended December 31, 2018, due to the need for additional research and development personnel
to accommodate the growth of our business. We expect our research and development expenses in both absolute amount and as percentage
of total net revenues to increase as we intend to retain existing research and development personnel and also hire new ones to,
among other things, develop new series of applications for our platforms, improve technology infrastructure to further enhance
user experience, and further develop enhanced features for mobile devices to reach more users. However, we also expect to be able
to leverage on the expertise of our established research and development team and achieve better efficiency.
Sales and Marketing Expenses
Sales and marketing expenses consist primarily
of (i) advertising and promotion expenses, and (ii) salary and welfare for sales and marketing personnel. Our sales and marketing
expenses generally increased over the past three years ended December 31, 2018, primarily reflecting increased marketing and promotional
activities. We expect that our sales and marketing expenses will increase in both absolute amount and as percentage of total net
revenues as we expect to increase our spending on promotional activities, particularly relating to mobile applications and new
business initiatives.
General and Administrative
Expenses
General and administrative expenses consist
primarily of (i) salary and welfare for general and administrative personnel, (ii) share-based compensation for management and
administrative personnel, and (iii) professional service fees. Our general and administrative expenses generally increased over
the past three years ended December 31, 2018 as our business expanded, primarily due to an increase in the share-based compensation.
We expect our general and administrative expenses generally increase in absolute amount and decrease as percentage of total net
revenues in the near future as our business grows.
Goodwill Impairment
We have noted further impairment indicator
for 100 Online as well as impairment indicator for Bilin Online in 2016. Based on the result of the impairment assessment, impairment
charges of RMB17.7 million were recognized in 2016. In December 2017, we have identified impairment indicator for a subsidiary.
Based on the results of the impairment assessment, an impairment charge of RMB2.5 million for the subsidiary was recognized.
Share-based Compensation
Expenses
Our operating expenses include share-based
compensation expenses as follows:
|
|
For the Year Ended December 31,
|
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
US$
|
|
|
|
(in thousands, except for percentages)
|
|
Research and development expenses
|
|
|
78,816
|
|
|
|
122,348
|
|
|
|
225,173
|
|
|
|
32,750
|
|
Sales and marketing expenses
|
|
|
3,107
|
|
|
|
4,417
|
|
|
|
5,723
|
|
|
|
832
|
|
General and administrative expenses
|
|
|
59,469
|
|
|
|
88,137
|
|
|
|
342,790
|
|
|
|
49,857
|
|
Total
|
|
|
141,392
|
|
|
|
214,902
|
|
|
|
573,686
|
|
|
|
83,439
|
|
We grant stock-based award such as, but
not limited to, share options, restricted shares, restricted share units and warrants to eligible employees, officers, directors,
and non-employee consultants. Awards granted to employees, officers, and directors are initially accounted for as equity-classified
awards, which are measured at the grant date fair value of the award and are recognized using the graded vesting method, net of
estimated forfeitures, over the requisite service period, which is generally the vesting period. Awards granted to non-employees
are initially measured at fair value on the grant date and periodically re-measured thereafter until the earlier of the performance
commitment date or the date the service is completed and recognized over the period in which the service is provided.
Operating Income
Gain on deconsolidation
and disposal of subsidiaries
In June 2016, we disposed 60% of the equity
interest in Shanghai Beifu for a consideration of RMB3.5 million, and recognized a loss of RMB23.5 million. After the disposal,
we retained 10% of the equity interest in Shanghai Beifu. In December 2016, we disposed 33.86% of the equity interest in Beijing
Xingxue for a consideration of RMB118.5 million, and recognized an income of RMB127.4 million. After the disposal, we retained
31.14% of the equity interest in Beijing Xingxue. In February 2017, we disposed 46% the equity interest in Beijing Yunke Online,
and recognized an income of RMB 38.0 million.
Other income
Other income primarily consists of government
grants in connection with our contributions to technology development, tax refund and investments in local business districts.
These grants may not be recurring in nature.
Taxation
Cayman Islands
According to our Cayman Islands counsel,
Maples and Calder (Hong Kong) LLP, the Cayman Islands currently levies no taxes on individuals or corporations based upon profits,
income, gains or appreciations and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes
likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments
executed in, or after execution brought within the jurisdiction of, the Cayman Islands. There are no exchange control regulations
or currency restrictions in the Cayman Islands.
The Cayman Islands is not party to any double
tax treaties that are applicable to any payments made to or by our company.
Pursuant to Section 6 of the Tax Concessions
Law (1999 Revision) of the Cayman Islands, we have obtained an undertaking from the Governor-in-Cabinet:
|
(1)
|
that no law which is enacted in the Cayman Islands imposing any tax to be levied on profits or income or gains or appreciations
shall apply to us or our operations; and
|
|
(2)
|
that the aforesaid tax or any tax in the nature of estate duty or inheritance tax shall not be payable (i) on or in respect
of our shares, debentures or other obligations, or (ii) by way of withholding in whole or in part of any relevant payment as defined
in section 6(3) of the Tax Concessions Law (1999 Revision).
|
The undertaking is for a period of twenty
years from August 2, 2011.
British Virgin Islands
Duowan BVI is our wholly owned subsidiary.
As Duowan BVI is a BVI business company
subject to the provisions of the BVI Business Companies Act 2004 (as amended), it is exempt from all provisions of the Income Tax
Act of the BVI (including with respect to all dividends, interests, rents, royalties, compensation and other amounts payable by
Duowan BVI to persons who are not persons resident in the BVI).
Capital gains realized with respect to any
shares, debt obligations or other securities of Duowan BVI by persons who are not persons resident in the BVI are also exempt from
all provisions of the Income Tax Act of the BVI.
No estate, inheritance, succession or gift
tax, rate, duty, levy or other charge is payable by persons who are not persons resident in the BVI with respect to any shares,
debt obligations or other securities of Duowan BVI, save for interest payable to or for the benefit of an individual resident in
the European Union.
Hong Kong
Our subsidiary registered in Hong Kong is
subject to Hong Kong Profits Tax on the taxable income as reported in its respective statutory financial statements adjusted in
accordance with relevant Hong Kong tax laws. The applicable tax rate is 16.5% in Hong Kong.
Singapore
Our subsidiaries incorporated in Singapore
are subject to a tax rate of 17% of their taxable income.
PRC
Current taxation primarily represented the
provision for a state and local corporate income tax, or EIT, for subsidiaries and consolidated affiliated entities operating in
the PRC. Prior to January 1, 2008, companies established in the PRC were generally subject to EIT at statutory rates of 30% and
3% respectively. On March 16, 2007, the PRC National People’s Congress promulgated the New EIT Law, which became effective
on January 1, 2008. These subsidiaries and VIEs are subject to new EIT on their taxable income as reported in their respective
statutory financial statements adjusted in accordance with the relevant tax laws and regulations in the PRC. All our PRC entities
are subject to EIT at a rate of 25%, with the exception of any preferential treatments they may receive, such as the 15% preferential
tax rate that Guangzhou Huaduo can enjoy for the periods reported as a result of its qualification as a high and new technology
enterprise. Furthermore, Guangzhou Huanju Shidai has been qualified as a software enterprise since 2013, and is entitled to a two-year
exemption from EIT followed by three years at 50% tax reduction starting from 2014, the first profit-making year.
According to a policy promulgated by the
state tax bureau of the PRC and effective from 2008 onwards, enterprises engaged in research and development activities are entitled
to claim 150% of the research and development expenses so incurred in a year as tax deductible expenses in determining its tax
assessable profits for that year, or Super Deduction. The additional tax deducting amount of the qualified research and development
expenses have been increased from 50% to 75%, effective from 2018 to 2020, according to a new tax incentives policy promulgated
by the State Tax Bureau of the PRC in September 2018. Certain subsidiaries and VIEs have claimed such Super Deduction for the period
reported.
In addition, according to the New EIT Law
and its implementation rules, foreign enterprises, which have no establishment or place in the PRC but derive dividends, interest,
rents, royalties and other income (including capital gains) from sources in the PRC is subject to PRC withholding tax, or WHT,
at 10% (a further reduced WHT rate may be available according to the applicable double tax treaty or arrangement). The 10% WHT
is applicable to any dividends to be distributed from our PRC subsidiaries and consolidated affiliated entities to us and our subsidiaries
outside the PRC. In 2017, we determined to cause one of its PRC subsidiaries, Guangzhou Huanju Shidai, to declare and distribute
a cash dividend of part of its stand-alone 2014-2016 earnings, amounted to US$15 million, to its direct oversea parent company,
Duowan BVI. As a result, Guangzhou Huanju Shidai paid for the withholding tax in the amount of US$1.5 million in 2017. We do not
have any present plan to pay out the retained earnings in the PRC subsidiaries and PRC consolidated affiliated entities in the
foreseeable future. We currently intend to retain our available funds and any future earnings to operate and expand our business.
Accordingly, no further WHT has been accrued.
Our PRC subsidiaries and PRC consolidated
affiliated entities are subject to value added tax and related surcharges. Our live streaming revenues became subject to VAT from
June 1, 2014, at a rate of 6%, while they were subject to business taxes at a rate of 3% prior to June 1, 2014. Online games revenues
and other revenues are subject to VAT for the year ended December 31, 2016, 2017 and 2018. Surcharges are calculated based on 12%
of the monthly business taxes and VAT payable for 2016, 2017 and 2018. Business taxes and related surcharges during 2016, 2017
and 2018 were RMB44.7 million, RMB48.4 million and RMB48.7 million (US$7.1 million), respectively.
For more information on PRC tax regulations,
see “PRC Regulation—Regulation on Tax.”
Critical Accounting Policies
We prepare our financial statements in conformity
with U.S. GAAP, which requires us to make estimates and assumptions that affect our reporting of, among other things, assets and
liabilities, revenues and expenses. We regularly evaluate these estimates and assumptions based on the most recently available
information, our own historical experiences and other factors that we believe to be relevant under the circumstances. Since our
financial reporting process inherently relies on the use of estimates and assumptions, our actual results could differ from these
estimates. This is especially true with some accounting policies that require higher degrees of judgment than others in their application.
We consider the policies discussed below to be critical to an understanding of our audited consolidated financial statements because
they involve the greatest reliance on our management’s judgment.
Revenue Recognition and Deferred Revenue
For the year ended December 31, 2018, revenue
presentation has been changed to live streaming and others to better reflect the way we generate revenues. The revenue presentation
for the years ended December 31, 2016 and 2017 are also retrospectively changed to be consistent with the year ended December 31,
2018. Revenues from live streaming are mainly generated from YY Live platform and Huya platform. Other revenues are mainly generated
from online games, membership, online education, advertising and finance business.
On January 1, 2018, we adopted ASC 606,
“Revenue from Contracts with Customers” using the modified retrospective method applied to those contracts which were
not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606,
while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic
605. Based on our assessment, the adoption of ASC 606 did not result in any adjustment on our consolidated financial statements,
and there were no material differences between our adoption of ASC 606 and our historic accounting under ASC 605.
Revenues are recognized when control of
the promised virtual items or services is transferred to our customers, in an amount that reflects the consideration we expect
to be entitled to in exchange for those virtual items or services.
We have a recharge system for users to purchase
our virtual currency. Users can recharge via various online payment platforms provided by third parties. Virtual currency is non-refundable
and without expiry. As the virtual currency is often consumed soon after it is purchased based on history of turnover, we consider
the impact of the breakage amount for virtual currency coupons is insignificant. Unconsumed virtual currency is recorded as deferred
revenue. Virtual currencies used to purchase virtual items are recognized as revenue according to the prescribed revenue recognition
policies of virtual items addressed below unless otherwise stated.
Live Streaming
We generate our live streaming revenue from
sales of virtual items on our live streaming platforms, mainly YY Live platform and Huya platform. Our users can access the platforms
and view the live streaming content for free. We share a portion of the sales proceeds of virtual items (“revenue sharing
fee”) with performers and talent agencies in accordance with their revenue sharing arrangements. Those performers who do
not have revenue sharing arrangements with us are not entitled to any revenue sharing fee.
We evaluate and determine that we are the
principal and streaming users to be our customers. We report live streaming revenues on a gross basis. Accordingly, the amounts
billed to users are recorded as revenues and revenue sharing fee paid to performers and talent agencies are recorded as cost of
revenues. Where we are the principal, we control the virtual items before they are transferred to users. Our control is evidenced
by our sole ability to monetize the virtual items before they are transferred to users, and is further supported by us being primarily
responsible to users and having a level of discretion in establishing pricing.
We design, create and offer various virtual
items for sales to users with pre-determined selling price. Sales proceeds are recorded as deferred revenue and recognized as revenue
based on the consumption of the virtual items. Virtual items are categorized as consumable and time-based items. Consumable items
are consumed upon purchase and use while time-based items could be used for a fixed period of time. Users can purchase and present
consumable items to performers to show support for their favorite performers, or purchase time-based virtual items for one or multiple
months for a monthly fee, which provide users with recognized status, such as priority speaking rights or special symbols over
a period of time. Accordingly, live streaming revenue is recognized immediately when the consumable virtual item is used, or in
the case of time-based virtual items, revenue is recognized ratably over the fixed period on a straight-line basis. We do not have
further obligations to the user after the virtual items are consumed immediately or after the stated period of time for time-based
items.
We may also enter into contracts that can
include various combinations of virtual items, which are generally capable of being distinct and accounted for as separate performance
obligations, such as noble member program. Judgments are required as follow: 1) determining whether those virtual items are considered
distinct performance obligations that should be accounted for separately versus together, 2) determining the standalone selling
price for each distinct performance obligation, and 3) allocating of the arrangement consideration to the separate accounting of
each distinct performance obligation based on their relative standalone selling prices. In instances where standalone selling price
is not directly observable as we do not sell the virtual item separately, we determine the standalone selling price based on pricing
strategies, market factors and strategic objectives. We recognize revenue for each of the distinct performance obligations identified
in accordance with the applicable revenue recognition method relevant for that obligation.
As our live streaming virtual items are
generally sold without right of return and we do not provide any other credit and incentive to its users, therefore accounting
of variable consideration when estimating the amount of revenue to recognize is not applicable to the our live streaming business.
Others
Other revenues mainly generated from online
games, membership, online education, advertising and finance business.
Online games revenues
We generate revenues from offering virtual
items in online games developed by third parties or our self-developed online games to game players. Historically, the majority
of online games revenues for the three years ended December 31, 2016, 2017 and 2018 were derived from third party-developed games.
Users play games through our platforms free
of charge and are charged for purchases of virtual items including consumable and perpetual items, which can be utilized in the
online games to enhance their game-playing experience. Consumable items represent virtual items that can be consumed by a specific
user within a specified period of time. Perpetual items represent virtual items that are accessible to the users’ accounts
over the life of the online games.
Pursuant to contracts signed between the
game developers and us, game developers own the games’ copyrights and other intellectual property, and take primary responsibilities
of game development and game operation, including designing, developing and updating of the games related to game content, pricing
of virtual items, providing ongoing updates of new contents and bug fixing. Our responsibilities under the agreements with the
game developers to offer certain standard promotions that include providing access to the platform, announcing the new games to
users on the platform, and occasional advertising on our platforms. Accordingly, we record online games revenues derived from third
party developed games, on a net basis, net of the amount paid to game developers.
Given that third party developed games are
managed and administered by the third party game developers, we do not have access to the data on the consumption details such
as when the game token is spent on the virtual items or the types of virtual items (consumable or perpetual items) purchased by
each individual game player. However, we maintain historical data on timing of the conversion of its virtual currency into game
specific tokens and the amount of purchases of game tokens. We believe that our responsibility to the game developers correspond
to the game developers’ services to the users. We have adopted a policy to recognize revenues relating to game tokens for
third party developed games over the estimated user relationship period with us on a game-by-game basis, which is approximately
one to six months for the periods presented. Future usage patterns may differ from historical usage patterns and therefore the
estimated user relationship period with us may change in the future.
The estimated user relationship period is
based on data collected from those users who have acquired game tokens. To estimate the user relationship period, we maintain a
system that captures the following information for each user: (a) the frequency that users log into each game via our platforms,
and (b) the amount and the timing of when the users convert or charge his or her game tokens. We estimate the user relationship
period for a particular game to be the date a player purchases or converts from virtual currency to a game token through the date
we estimate the user plays the game for the last time. This computation is performed on a user by user basis. Then, the results
for all analyzed users are averaged to determine an estimated end user relationship period for each game. Revenues from in-game
payments of each month are recognized over the user relationship period estimated for that game.
The consideration of user relationship period
with each online game is based on our best estimate that takes into account all known and relevant information at the time of assessment.
We assess the estimated user relationships period for each game on a quarterly basis. Any adjustments arising from changes in the
user relationship period as a result of new information will be accounted as a change in accounting estimate in accordance with
ASC 250 Accounting Changes and Error Corrections.
Membership
We operate a membership subscription program
where subscription members can have enhanced user privileges when using YY Client and live streaming channels. The membership fee
is collected up-front from subscribers. The receipt of the revenue is initially recorded as deferred revenue and revenue is recognized
ratably over the period of the subscription when services are rendered. Unrecognized portion beyond 12 months from balance sheet
date is classified as long-term deferred revenue.
Online education revenues
Educational programs and services consist
of vocational training, language training courses and K-12 afterschool education courses. The course fee is generally paid in advance
and is initially recorded as deferred revenue. Revenue for regular courses is recognized proportionately as the classes are attended,
and is reported net of scholarships and course fee refunds. Students are entitled to one trial class of the purchased course and
course fee is fully refundable if a student decides not to take the remaining course after the trial class. No refund will be provided
to a student who withdraws from a course after the trial period, and revenue is recognized for the amount collected. Course fee
refunds were insignificant over the period presented.
In addition to regular courses, we
also provide a package of several regular courses to students, which have individual fair value in the market. Pursuant to
the applicable accounting guidance, we have accounted for these course packages as a multiple-element arrangement because
each individual course qualifies as a single unit of accounting, and allocated the course fee from the course package to each
individual course in the package based on its standalone selling price. We recognize revenue equal to the fair value
allocated to individual courses proportionately as the classes are delivered.
Students are granted a right to retake the
courses at a substantial discount in the circumstances where the students fail to achieve certain score targets for some specific
courses. The discount arrangement has a stand-alone value and qualifies as a separate unit of accounting under U.S. GAAP. Therefore,
we have accounted for those courses as a multiple-element arrangement and allocated a portion of the initial course fee to the
substantial discount based on a breakage rate. The breakage rate is determined based on our historical data. The amount allocated
to the substantial discount is deferred and recognized as revenue upon the expiration of the retaking right, which is generally
six months after the end of the initial course term.
We also sell pre-paid cards primarily to
distributors. Pre-paid card sales represent prepaid service fees received from students for online courses. The prepaid service
fee is recorded as deferred revenue upon receiving the upfront cash payment. Revenue is recognized on a gross basis based on the
selling price of the distributors to the students and is recognized over the period upon the online course is available to the
students, which generally is from the enrolment date to the completion of the relevant professional examination date.
Advertising revenues
We primarily generate advertising revenues
from sales of various forms of advertising and provision of promotion campaigns on the live streaming platforms by way of advertisement
display or integrated promotion activities in shows and programs on the live streaming platforms. Advertisements on our platforms
are generally charged on the basis of duration, and advertising contracts are signed to establish the fixed price and the advertising
services to be provided. Where the service is transferred to our customers, advertising revenues from advertising contracts are
recognized ratably over the contract period of display.
We enter into advertising contracts directly
with advertisers or third-party advertising agencies that represent advertisers. Payment terms and conditions vary by contract
type, although the terms generally include a requirement of payment within 1 to 3 months. Both third-party advertising agencies
and direct advertisers are generally billed at the end of the display period and payments are due usually within 3 months. In instances
where the timing of revenue recognition differs from the timing of billing, we have determined the advertising contracts generally
do not include a significant financing component. The primary purpose of the credits terms is to provide customers with simplified
and predictable ways of purchasing our advertising services, not to receive financing from our customers or to provide customers
with financing.
Certain customers may receive sales incentives
in the forms of discounts and rebates to advertisers or advertising agencies based on purchase volume, which is accounted for as
variable consideration. We estimate these amounts based on the expected amount to be provided to customers considering the contracted
rebate rates and estimated sales volume based on historical experience, and reduce revenues recognized.
We
believe that there will not be significant changes to its estimates of variable consideration.
Financing revenues
We generate revenues from micro-credit personal
loans provided to individual borrowers and corporate loans to corporate customers. We recognize financing income related to those
services over the life of the underlying financing using the effective interest method on unpaid principal amounts after net of
loan origination cost.
We do not accrue financing revenues when
a financing receivables is placed on non-accrual status. Financing revenues will be recognized when cash is received on a cash
basis cost recovery method by applying first to reduce principal and then to interests thereafter.
Advances from customers and deferred
revenue
Advances from customers primarily consist
of prepayments from users in the form of our virtual currency that are not yet consumed or converted into game tokens, and upon
the consumption or conversion, are recognized as revenue according to the prescribed revenue recognition policies described above.
Deferred revenue primarily consists of the unamortized game tokens, prepaid subscriptions under the membership program and unamortized
revenue from virtual items in our various channels on our platforms, where there is still an implied obligation to be provided
by us which will be recognized as revenue when all of the revenue recognition criteria are met.
Accounts receivable, net
Accounts receivable are presented net of
allowance for doubtful accounts. We use specific identification in providing for bad debts when facts and circumstances indicate
that collection is doubtful and a loss is probable and estimable. If the financial condition of its customers were to deteriorate,
resulting in an impairment of their ability to make payments, additional allowance would be required.
We maintain an allowance for doubtful accounts
which reflects our best estimate of amounts that potentially will not be collected. We determine the allowance for doubtful accounts
on an individual basis taking into consideration various factors, including, but not limited to, historical collection experience,
credit-worthiness of the debtors and the age of the individual receivables balance. Additionally, we make specific bad debt provisions
based on any specific knowledge we have acquired that might indicate that an account is uncollectible. The facts and circumstances
of each account may require us to use substantial judgment in assessing its collectability.
Financing receivables
Financing receivables represent receivables
derived from finance business, including micro-credit personal loans and corporate loans. Financing receivables are recorded at
amortized cost, reduced by a valuation allowance estimated as of the balance sheet date. The amortized cost is equal to the unpaid
principal amount, accrued interest receivables and net deferred origination costs. The origination costs are the direct costs attributable
to originating the financing charged by third-party companies. The cash flows related to the principal of finance business are
included in the investing activities category in the consolidated statement of cash flows.
Micro-credit personal loans
We provide micro loans to qualified individual
borrowers. The micro loan periods granted to the borrowers generally range from one month to twelve months.
Corporate loans
We provide loans to corporate borrowers
mainly through sales-and-leaseback model. Under the sales-and-leaseback arrangement, we, as lender, purchase machinery and equipment
from lessees, who are the borrowers, and lease the purchased equipment back to the lessees for a number of years. In a sales-and-leaseback
arrangement, the transaction is in substance a collateral financing.
We assess the allowance for financing receivables
either on an individual or collective basis. We estimate and evaluate the allowance amounts and whether such amounts are adequate
to cover potential losses, and periodic reviews are performed to ensure such amounts continue to reflect the best estimate of the
losses inherent in the outstanding portfolio of debts. The estimate is based on a pooled basis due to the composition of homogeneous
financing with similar size and general credit risk characteristics for similar finance businesses. We consider the credit worthiness
of the individuals and the companies receiving financing, aging of the outstanding financing receivables, value of the collateral
assets and other specific circumstances related to the financing when determining the allowance for financing receivables.
Financing receivables are placed on non-accrual
status upon reaching 90 days past due or when reasonable doubt exists in timely collection of the financing receivables. When a
financing receivable is placed on non-accrual status, we stop accruing financing income. Financing receivable is returned to accrual
status if the related individual or company has performed in accordance with the contractual terms for a reasonable period of time
and, in our judgment, will continue to make period principal and financing income payments as scheduled.
Investments
ASU 2016-01 (“ASU 2016-01”),
Recognition and Measurement of Financial Assets and Financial Liabilities amends certain aspects of recognition, measurement, presentation
and disclosure of financial instruments. The main provisions require equity investments (except those accounted for under the equity
method of accounting or those that result in consolidation of the investee) to be measured at fair value through earnings, unless
they qualify for a measurement alternative. The new guidance requires modified retrospective application to all outstanding instruments
beginning January 1, 2018, with a cumulative effect adjustment recorded to opening accumulated deficit as of the beginning of the
first period in which the guidance becomes effective. However, changes to the accounting for equity securities without a readily
determinable fair value would be applied prospectively. We adopted the new financial instruments accounting standard from January
1, 2018. Following the adoption of this guidance, accumulated fair value gain, amounting to RMB87.8 million, was reclassified from
accumulated other comprehensive loss to retained earnings as of January 1, 2018.
Equity Investments with Readily
Determinable Fair Values
Equity investments with readily determinable
fair values are measured and recorded at fair value using the market approach based on the quoted prices in active markets at the
reporting date. We classify the valuation techniques that use these inputs as Level 1 of fair value measurements.
Equity Investments without
Readily Determinable Fair Values
After the adoption of this new accounting
standard, we elected to record equity investments without readily determinable fair values and not accounted for under the equity
method at cost, less impairment, adjusted for subsequent observable price changes on a nonrecurring basis, and report changes in
the carrying value of the equity investments in current earnings. Changes in the carrying value of the equity investments are required
to be made whenever there are observable price changes in orderly transactions for the identical or similar investment of the same
issuer. The implementation guidance notes that an entity should make a “reasonable effort” to identify price changes
that are known or that can reasonably be known.
Equity Investments Accounted
for Using the Equity Method
We account for its equity investment over
which it has significant influence but does not own a majority equity interest or otherwise control using the equity method. We
adjust the carrying amount of the investment and recognizes investment income or loss for share of the earnings or loss of the
investee after the date of investment. We assess its equity investment for other-than-temporary impairment by considering factors
including, but not limited to, current economic and market conditions, operating performance of the entities, including current
earnings trends and undiscounted cash flows, and other entity-specific information. The fair value determination, particularly
for investment in privately held entities, requires judgment to determine appropriate estimates and assumptions. Changes in these
estimates and assumptions could affect the calculation of the fair value of the investment and determination of whether any identified
impairment is other-than-temporary.
Consolidation
Our consolidated financial statements include
the financial statements of our company, our subsidiaries, variable interest entities, or VIEs, for which we or our subsidiaries
are the primary beneficiaries. All transactions and balances among our company, subsidiaries and VIEs have been eliminated upon
consolidation.
A subsidiary is an entity in which our company,
directly or indirectly, controls more than one half of the voting power, has the power to appoint or remove the majority of the
members of the board of directors or to cast a majority vote at each meeting of directors, or has the power to govern the financial
and operating policies of the investee under a statute or agreement among the entity’s shareholders or equity holders.
A VIE is an entity in which our company,
or our subsidiary, through contractual agreements, bears the risks of, and enjoys the rewards normally associated with ownership
of the entity, and therefore our company or our subsidiary is the primary beneficiary of the entity. In determining whether our
company or our subsidiaries are the primary beneficiary, we considered whether we have the power to direct activities that are
significant to the VIE’s economic performance, and also our obligation to absorb losses of the VIE that could potentially
be significant to the VIEs or the right to receive benefits from the VIEs that could potentially be significant to the VIEs. Beijing
Huanju Shidai, Bilin Changxiang, Huya Technology, 100 Edu Technology and ultimately we hold all the variable interests of the VIEs
and have been determined to be the primary beneficiary of the VIEs.
Foreign ownership of internet-based businesses
is subject to significant restrictions under current PRC laws and regulations. We conduct our operations in China primarily through
a series of contractual arrangements entered into among Beijing Huanju Shidai, our PRC subsidiary, Guangzhou Huaduo and Beijing
Tuda, as well as Guangzhou Huaduo and Beijing Tuda’s shareholders. Based on our evaluations of the relationships between
us and Beijing Tuda and Guangzhou Huaduo, the economic benefit flow of contractual arrangements made with them, as well as the
controls conferred to us through these contractual arrangements enacted, we consider, through Beijing Huanju Shidai, we exercise
effective control over Guangzhou Huaduo and Beijing Tuda, receive substantially all of their economic benefits and residual returns,
and absorb substantially all the risks and expected losses from these two companies as if we were their sole shareholder. We also
have an exclusive option to purchase all of the equity interests in each of Beijing Tuda and Guangzhou Huaduo when and if PRC law
permits so and also the exclusive right to require any nominee shareholder of Beijing Tuda or Guangzhou Huaduo to transfer its
interest in them to any person designated by us. A similar mechanism exists among Bilin Changxiang, Bilin Online and its shareholder
as well as Huya Technology, Guangzhou Huya and its shareholders. For a detailed description of these contractual arrangements,
see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party—Contractual Arrangements with
Beijing Tuda.” Based on our evaluation, we consider each of Beijing Tuda, Guangzhou Huaduo, Bilin Online and Guangzhou Huya
to be our VIE. Beijing Huanju Shidai, our wholly owned subsidiary in China, is the primary beneficiary of our VIEs, Beijing Tuda
and Guangzhou Huaduo, Bilin Changxiang is the primary beneficiary of Bilin Online and Huya Technology is the primary beneficiary
of Guangzhou Huya; therefore, we consolidate the results of Beijing Tuda, Guangzhou Huaduo, Bilin Online and Guangzhou Huya in
our consolidated financial statements under U.S. GAAP.
As advised by our PRC counsel, Fangda Partners,
the contractual arrangements among Beijing Huanju Shidai and Beijing Tuda and its shareholders, the contractual arrangements among
Beijing Huanju Shidai and Guangzhou Huaduo and its shareholders, the contractual arrangements among Huya Technology and Guangzhou
Huya and its shareholder and Bilin Changxiang and Bilin Online and its shareholder, governed by PRC law, are valid, binding and
enforceable, and do not violate PRC laws currently in effect. However, as advised by our PRC legal counsel, because of the substantial
uncertainties involved, if such contracts are held to be unenforceable, or if there are changes in PRC laws and regulations that
affect our ability to control Beijing Tuda, Guangzhou Huaduo, Guangzhou Huya and Bilin Online, we may be precluded from consolidating
these companies in the future. See “Item 3. Key Information—D. Risk Factors—Substantial uncertainties exist with
respect to the interpretation and implementation of the New Foreign Investment Law and how it may impact the viability of our current
corporate structure, corporate governance and business operations.”
We established three funds entities, namely
Engage L.P., Shanghai Yilian and Guangzhou Yilianyixing, or the Funds, collectively, in March 2015, June 2015 and September 2017,
respectively. We hold 93.5% of interests in Engage L.P. and Shanghai Yilian, and 99% interests in Guangzhou Yilianyixing. We exercise
effective controls over the Funds and are entitled to the various returns of the Funds and therefore the Funds have been accounted
for as subsidiaries of and has been consolidated in our financial statements in accordance with ASC 810.
We deconsolidates our subsidiaries in accordance
with ASC 810 as of the date we cease to have a controlling financial interest in our subsidiaries.
We account for the deconsolidation of our
subsidiaries by recognizing a gain or loss in net income/loss attributable to us in accordance with ASC 810. This gain or loss
is measured at the date our subsidiaries are deconsolidated as the difference between (a) the aggregate of the fair value of any
consideration received, the fair value of any retained non-controlling interest in our subsidiaries being deconsolidated, and the
carrying amount of any non-controlling interest in our subsidiaries being deconsolidated, including any accumulated other comprehensive
income/loss attributable to the non-controlling interest, and (b) the carrying amount of the assets and liabilities of our subsidiaries
being deconsolidated.
Share-based compensation
We awarded a number of share-based compensation
to our employees and non-employees (such as consultants), which include share options, restricted shares, restricted share units
of the Company, share option, restricted share units and ordinary shares of the Company’s subsidiaries granted to employees
and non-employees. The details of these share-based awards and the respective terms and conditions are described in “Share-based
compensation” in Note 26 to our audited consolidated financial statements for the years ended December 31, 2016, 2017 and
2018, which are included elsewhere in this annual report on Form 20-F.
Awards granted to employees, officers, and
directors are initially accounted for as equity-classified awards. The related share-based compensation expenses are measured at
the grant date fair value of the award and are recognized using the graded vesting method, net of estimated forfeiture rates, over
the requisite service period, which is generally the vesting period. Forfeitures are estimated at the time of grant based on historical
forfeiture rates and will be revised in the subsequent periods if actual forfeitures differ from those estimates. We also granted
share options, restricted shares and restricted share units to non-employees, which are also initially accounted for as equity-classified
awards. Awards granted to non-employees are initially measured at fair value on the grant date and periodically remeasured thereafter
until the earlier of the performance commitment date or the date the service is completed and recognized over the period the service
is provided. Awards are remeasured at each reporting date using the fair value as at each period end until the measurement date,
generally when the services are completed and share-based awards are vested. Changes in fair value between the interim reporting
dates are recorded in consistent with the method used in recognizing the original compensation costs.
For an award with a
performance and/or service condition that affects vesting, the performance and/or service condition is not considered in determining
the award’s fair value on the grant date. Performance and service conditions should be considered when we are estimating
the quantity of awards that will vest. Compensation cost will reflect the number of awards that are expected to vest and will be
adjusted to reflect those awards that do ultimately vest. We recognize compensation cost for awards with performance conditions
if and when we conclude that it is probable that the performance condition will be achieved, net of an estimate of pre-vesting
forfeitures over the requisite service period. We reassess the probability of vesting at each reporting period for awards with
performance conditions and adjusts compensation cost based on its probability assessment, unless on certain situations, we may
not be able to determine that it is probable that a performance condition will be satisfied until the event occurs.
Share options
In determining
the fair value of share options granted, a binomial option-pricing model is applied. The determination of the fair value is
affected by the stock price of YY on the Nasdaq Global Market, as well as assumptions regarding a number of complex and
subjective variables, including risk-free interest rates, exercise multiples, expected forfeiture rates, the expected share
price volatility rates, and expected dividends.
We use the similar
method in determining the fair value of share options granted by Huya.
During the year ended
December 31, 2018, we granted 10,934,300 share options to employees, pursuant to the 2011 Share Incentive Scheme.
Restricted share units
In determining the fair value of restricted
share units granted, the fair value of the underlying shares of YY on the grant dates is applied. The grant date fair value of
restricted share units is based on stock price of YY on the Nasdaq Global Market.
The fair value of restricted share units
of Huya is determined with reference to stock price of Huya on NYSE.
The following table sets forth certain information
regarding the restricted share units of YY granted to our employees in 2016, 2017 and 2018 with share and per share information.
Grant Date
|
|
Restricted Shares
Granted
|
|
|
Fair Value Per Common
Share as of the Grant Date
|
|
|
Type/Methodology of Valuation
|
|
|
|
|
|
(US$)
|
|
|
|
January 1, 2016
|
|
|
192,000
|
|
|
|
3.0350
|
|
|
Contemporaneous/Stock price
|
June 30, 2016
|
|
|
1,338,008
|
|
|
|
1.6935
|
|
|
Contemporaneous/Stock price
|
March 22, 2017
|
|
|
985,000
|
|
|
|
2.3470
|
|
|
Contemporaneous/Stock price
|
June 30, 2017
|
|
|
850,000
|
|
|
|
2.9350
|
|
|
Contemporaneous/Stock price
|
July 1, 2017
|
|
|
266,756
|
|
|
|
2.9350
|
|
|
Contemporaneous/Stock price
|
August 2, 2017
|
|
|
640,000
|
|
|
|
3.5600
|
|
|
Contemporaneous/Stock price
|
October 19, 2017
|
|
|
160,000
|
|
|
|
4.6385
|
|
|
Contemporaneous/Stock price
|
December 30, 2017
|
|
|
19,188,274
|
|
|
|
5.6530
|
|
|
Contemporaneous/Stock price
|
April 16, 2018
|
|
|
241,200
|
|
|
|
4.6470
|
|
|
Contemporaneous/Stock price
|
June 12, 2018
|
|
|
203,700
|
|
|
|
5.7420
|
|
|
Contemporaneous/Stock price
|
June 15, 2018
|
|
|
498,100
|
|
|
|
5.7390
|
|
|
Contemporaneous/Stock price
|
June 30, 2018
|
|
|
7,174,328
|
|
|
|
5.0235
|
|
|
Contemporaneous/Stock price
|
July 31, 2018
|
|
|
2,088,006
|
|
|
|
4.6615
|
|
|
Contemporaneous/Stock price
|
October 1, 2018
|
|
|
20,000
|
|
|
|
3.6305
|
|
|
Contemporaneous/Stock price
|
December 30, 2018
|
|
|
1,752,460
|
|
|
|
3.0300
|
|
|
Contemporaneous/Stock price
|
Acquisition
We apply the purchase method of accounting
to account for our acquisitions. We determine the acquisition date based on the date at which all required licenses are transferred
to us and we obtained control of the acquiree.
Purchase consideration generally consists
of cash, contingent consideration and equity securities. In estimating the fair value of equity compensation, we consider both
income and market approach and selected the methodology that is most indicative of our fair value in an orderly transaction between
market participants as of the measurement date. Under the market approach, we utilize publicly-traded comparable company information
to determine the revenue and earnings multiples that are used to value our equity securities. Under the income approach, we determine
the fair value of our equity securities based on the estimated future cash flow discounted by an estimated weighted-average cost
of capital, which reflects the overall level of inherent risk and the rate of return an outside investor would expect to earn.
We base the cash flow projections on forecasted cash flows derived from the most recent annual financial forecast using a terminal
value based on the perpetuity growth model.
In estimating the fair value of the contingent
consideration recognized on the acquisition date, we consider the trinomial tree model. Under this model, we perform a scenario
analysis and calculate the fair value of the contingent consideration based on the net present value of the total contingent payments
under each scenario and the expected probability of each scenario.
The identifiable assets acquired and liabilities
and contingent liabilities assumed in a business acquisition are measured initially at the fair value at the acquisition date.
The excess of the cost of acquisition over the fair value of the identifiable net assets acquired is recorded as goodwill.
We are responsible for determining the fair
value of the equity issued, assets acquired, liabilities assumed and intangibles identified as of the relevant acquisition date.
Post-acquisition expenses are charged to general and administrative expenses directly.
Goodwill
Goodwill represents the amount by which
the cost of acquired net assets in a business acquisition exceeds the fair value of the net identifiable assets on the date of
purchase. Goodwill is carried at cost less accumulated impairment losses. Goodwill is allocated to the reporting units that are
expected to benefit from the business combination in which the goodwill arises for the purpose of impairment testing. If the carrying
value of the reporting unit exceeds its fair value, an impairment loss is recorded to the extent that the carrying value of goodwill
exceeds its fair value. We have determined that the reporting units for testing goodwill impairment are the operating segments
that constitute a business for which discrete financial information is available and for which management regularly reviews the
operating results.
Estimating fair value is performed by utilizing
various valuation techniques, with the primary technique being the discounted cash flow method. There are inherent limitations
in any estimation technique and a minor change in the assumption could result in a significant change in its estimate of fair value,
thereby increasing or decreasing the amounts of our consolidated assets, shareholders’ equity and net income or loss.
We perform an impairment test on October
1 of each year or whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable.
RMB17.7 million, RMB2.5 million and nil of impairment of goodwill were recognized for the year ended December 31, 2016, 2017 and
2018, respectively.
Intangible assets
Intangible assets that are acquired in business
acquisitions are recognized apart from goodwill if the intangible assets arise from contractual or other legal rights, or are separately
identifiable if the intangible assets do not arise from contractual or other legal rights.
The costs of determinable-lived intangible
assets are amortized to expense over their estimated life and stated at cost (fair value at acquisition) less accumulated amortization.
The value of indefinite-lived intangible assets is not amortized, but tested for impairment annually on October 1 of each year,
or whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. We reassess
indefinite-lived intangible assets at each reporting period to determine whether events or circumstances continue to support an
indefinite useful life.
Impairment of investment, long-lived
assets and intangible assets
The carrying amounts of investment, long-lived
assets and intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying
amount of assets to future undiscounted net cash flows expected to be generated by the assets. Such assets are considered to be
impaired if the sum of the expected undiscounted cash flow is less than carrying amount of the assets. The impairment to be recognized
is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. RMB80.1 million of impairment
of investments, RMB43.0 million of impairment of prepayment to a game developer and RMB3.8 million of impairment of intangible
assets were recognized for the year ended December 31, 2016. RMB43.2 million of impairment of investments, was recognized for the
year ended December 31, 2017. RMB35.3 million (US$5.1 million) of impairment of investments, was recognized for the year ended
December 31, 2018.
Taxation and uncertain tax positions
Current income tax is provided on the basis
of income for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income
tax purposes. In accordance with the regulations of the relevant tax jurisdictions, deferred income taxes are accounted for using
an asset and liability method. Under this method, deferred income taxes are recognized for the tax consequences of temporary differences
by applying enacted statutory rates applicable to future years to differences between the financial statement carrying amounts
and the tax bases of existing assets and liabilities. The tax base of an asset or liability is the amount attributed to that asset
or liability for tax purpose. The effect on deferred taxes of a change in tax rates is recognized in statement of operations and
comprehensive income in the period of change. A valuation allowance is provided to reduce the amount of deferred tax assets if
it is considered more likely than not that some portion of, or all of the deferred tax assets will not be realized.
We currently have deferred tax assets resulting
from net operating loss carryforwards and deductible temporary differences, all of which are available to reduce future tax payable
in our significant tax jurisdictions. The largest component of our deferred assets are the temporary differences generated by our
PRC subsidiary and VIE due to recognition of the deferred revenue. In assessing whether such deferred tax assets can be realized
in the future, we need to make judgments and estimates on the ability of each of our PRC subsidiary and VIE to generate taxable
income in the future years. To the extent that we believe it is more likely than not that some portion or the entire amount of
deferred tax assets will not be realized, we established a total valuation allowance to offset the deferred tax assets. As of December
31, 2016, 2017 and 2018, a total valuation allowance of RMB80.7 million, RMB135.5 million and RMB175.8 million (US$25.6 million),
respectively, was recognized against deferred tax assets. If we subsequently determine that all or a portion of the temporary differences
are more like than not to be realized, the valuation allowance will be released, which will result in a tax benefit in our consolidated
statements of operations.
We adopted the guidance on accounting for
uncertainty in income taxes on January 1, 2008. The guidance prescribes a more likely than not threshold for financial statement
recognition and measurement of a tax position taken or expected to be taken in a tax return. Guidance was also provided on derecognition
of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for
interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures.
Significant judgment is required in evaluating our uncertain tax positions and determining the relevant provision for income taxes.
The adjustment to the opening balance of retained earnings as of January 1, 2008 as a result of the implementation of the guidance
was zero. We did not recognize any significant interest and penalties associated with tax positions for the years ended December
31, 2016, 2017 and 2018. As of December 31, 2016, 2017 and 2018, we had no significant unrecognized uncertain tax positions.
In October 2016, the FASB issued ASU 2016-16,
Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory (Topic 740). This standard will require entities to recognize
the income tax consequences of intra-entity transfers of assets other than inventory at the time of transfer. This standard requires
a modified retrospective approach to adoption. We adopted ASU 2016-16 from January 1, 2018 using a modified retrospective transition
method. There was no material impact to our consolidated financial statements.
Foreign currency
We use Renminbi as our reporting currency.
The functional currency of our company and our subsidiaries, incorporated in the Cayman Islands, British Virgin Islands, Hong Kong
and Singapore is U.S. dollars, while the functional currency of the other entities is Renminbi, which is their respective local
currency. In the consolidated financial statements, the financial information of our company and our subsidiaries which use U.S.
dollars as their functional currency have been translated into Renminbi. Assets and liabilities are translated at the exchange
rates on the balance sheet date, equity amounts are translated at historical exchange rates, and revenues, expenses, gains and
losses are translated using the average rate for the period. Translation adjustments arising from these are reported as foreign
currency translation adjustments and are shown as a component of other comprehensive income or loss in the statement of operations
and comprehensive income.
Foreign currency transactions denominated
in currencies other than functional currency are translated into the functional currency using the exchange rates prevailing at
the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are
re-measured at the applicable rates of exchange in effect at that date. Foreign exchange gains and losses resulting from the settlement
of such transactions and from re-measurement at year-end are recognized in foreign currency exchange gains (losses), net in the
consolidated statements of operations and comprehensive income.
Convertible Bonds
In accordance with ASC subtopic 470-20,
the convertible debts are initially carried at the principal amount of the convertible debts. Related debts issuance cost, are
subsequently amortized using effective interest method as adjustments to interest expense from the debt issuance date to its first
put date. Convertible debts are classified as a current liability if they are or will be callable by us or puttable by the debt
holders within one year from the balance sheet date, even though liquidation may not be expected within that period.
Results of Operations
The following table sets forth a summary
of our consolidated results of operations for the years indicated. Our business has grown rapidly since our inception, and our
limited operating history makes it difficult to predict future operating results. We believe that period-to-period comparisons
of results of operations should not be relied upon as indicative of future performance.
|
|
For the Year Ended December 31,
|
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
|
RMB
|
|
|
% of total
net revenues
|
|
|
RMB
|
|
|
% of total
net revenues
|
|
|
RMB
|
|
|
US$
|
|
|
% of total
net revenues
|
|
Total net revenues
(1)(2)
|
|
|
8,204,050
|
|
|
|
100.0
|
|
|
|
11,594,792
|
|
|
|
100.0
|
|
|
|
15,763,557
|
|
|
|
2,292,714
|
|
|
|
100.0
|
|
Live streaming
|
|
|
7,027,227
|
|
|
|
85.7
|
|
|
|
10,670,954
|
|
|
|
92.0
|
|
|
|
14,877,667
|
|
|
|
2,163,867
|
|
|
|
94.4
|
|
Others
|
|
|
1,176,823
|
|
|
|
14.3
|
|
|
|
923,838
|
|
|
|
8.0
|
|
|
|
885,890
|
|
|
|
128,847
|
|
|
|
5.6
|
|
Cost of revenues
|
|
|
(5,103,430
|
)
|
|
|
(62.2
|
)
|
|
|
(7,026,402
|
)
|
|
|
(60.6
|
)
|
|
|
(10,017,134
|
)
|
|
|
(1,456,932
|
)
|
|
|
(63.5
|
)
|
Gross profit
|
|
|
3,100,620
|
|
|
|
37.8
|
|
|
|
4,568,390
|
|
|
|
39.4
|
|
|
|
5,746,423
|
|
|
|
835,782
|
|
|
|
36.5
|
|
Research and development expenses
|
|
|
(675,230
|
)
|
|
|
(8.2
|
)
|
|
|
(781,886
|
)
|
|
|
(6.7
|
)
|
|
|
(1,192,052
|
)
|
|
|
(173,377
|
)
|
|
|
(7.6
|
)
|
Sales and marketing expenses
|
|
|
(387,268
|
)
|
|
|
(4.7
|
)
|
|
|
(691,281
|
)
|
|
|
(6.0
|
)
|
|
|
(1,149,316
|
)
|
|
|
(167,161
|
)
|
|
|
(7.3
|
)
|
General and administrative expenses
|
|
|
(482,437
|
)
|
|
|
(5.9
|
)
|
|
|
(544,641
|
)
|
|
|
(4.7
|
)
|
|
|
(883,225
|
)
|
|
|
(128,460
|
)
|
|
|
(5.6
|
)
|
Goodwill impairment
|
|
|
(17,665
|
)
|
|
|
(0.2
|
)
|
|
|
(2,527
|
)
|
|
|
(0.0
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total operating expenses
|
|
|
(1,562,600
|
)
|
|
|
(19.0
|
)
|
|
|
(2,020,335
|
)
|
|
|
(17.4
|
)
|
|
|
(3,224,593
|
)
|
|
|
(468,998
|
)
|
|
|
(20.5
|
)
|
Gain on deconsolidation and disposal of subsidiaries
|
|
|
103,960
|
|
|
|
1.3
|
|
|
|
37,989
|
|
|
|
0.3
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Other income
|
|
|
129,504
|
|
|
|
1.6
|
|
|
|
113,187
|
|
|
|
1.0
|
|
|
|
117,860
|
|
|
|
17,142
|
|
|
|
0.7
|
|
Operating income
|
|
|
1,771,484
|
|
|
|
21.6
|
|
|
|
2,699,231
|
|
|
|
23.3
|
|
|
|
2,639,690
|
|
|
|
383,926
|
|
|
|
16.7
|
|
Gain on deemed disposal and disposal of investments
|
|
|
25,061
|
|
|
|
0.3
|
|
|
|
45,861
|
|
|
|
0.4
|
|
|
|
16,178
|
|
|
|
2,353
|
|
|
|
0.1
|
|
Fair value loss on derivative liabilities
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,285,223
|
)
|
|
|
(332,372
|
)
|
|
|
(14.5
|
)
|
Gain on fair value changes of investments
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,689,404
|
|
|
|
245,714
|
|
|
|
10.7
|
|
Foreign currency exchange (losses)/gains, net
|
|
|
1,158
|
|
|
|
0.0
|
|
|
|
(2,176
|
)
|
|
|
(0.0
|
)
|
|
|
(514
|
)
|
|
|
(75
|
)
|
|
|
(0.0
|
)
|
Interest expense
|
|
|
(81,085
|
)
|
|
|
(1.0
|
)
|
|
|
(32,122
|
)
|
|
|
(0.3
|
)
|
|
|
(8,616
|
)
|
|
|
(1,253
|
)
|
|
|
(0.1
|
)
|
Interest income and investment income
|
|
|
67,193
|
|
|
|
0.8
|
|
|
|
180,384
|
|
|
|
1.6
|
|
|
|
485,552
|
|
|
|
70,621
|
|
|
|
3.1
|
|
Other non-operating expense
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,000
|
)
|
|
|
(291
|
)
|
|
|
(0.0
|
)
|
Income before income tax expenses
|
|
|
1,783,811
|
|
|
|
21.7
|
|
|
|
2,891,178
|
|
|
|
24.9
|
|
|
|
2,534,471
|
|
|
|
368,623
|
|
|
|
16.1
|
|
Income tax expenses
|
|
|
(280,514
|
)
|
|
|
(3.4
|
)
|
|
|
(415,811
|
)
|
|
|
(3.6
|
)
|
|
|
(477,707
|
)
|
|
|
(69,480
|
)
|
|
|
(3.0
|
)
|
Income before share of income in equity method investments, net of income taxes
|
|
|
1,503,297
|
|
|
|
18.3
|
|
|
|
2,475,367
|
|
|
|
21.3
|
|
|
|
2,056,764
|
|
|
|
299,143
|
|
|
|
13.0
|
|
Share of income in equity method investments, net of income taxes
|
|
|
8,279
|
|
|
|
0.1
|
|
|
|
33,024
|
|
|
|
0.3
|
|
|
|
58,933
|
|
|
|
8,571
|
|
|
|
0.4
|
|
Net income
|
|
|
1,511,576
|
|
|
|
18.4
|
|
|
|
2,508,391
|
|
|
|
21.6
|
|
|
|
2,115,697
|
|
|
|
307,714
|
|
|
|
13.4
|
|
Less: Net (loss) income attributable to the non-controlling interest shareholders and the mezzanine equity classified non-controlling interest shareholders
|
|
|
(12,342
|
)
|
|
|
(0.2
|
)
|
|
|
(4,532
|
)
|
|
|
(0.0
|
)
|
|
|
(93,310
|
)
|
|
|
(13,571
|
)
|
|
|
(0.6
|
)
|
Net income attributable to controlling interest of the Company
|
|
|
1,523,918
|
|
|
|
18.6
|
|
|
|
2,512,923
|
|
|
|
21.7
|
|
|
|
2,209,007
|
|
|
|
321,285
|
|
|
|
14.0
|
|
Less: Accretion of subsidiaries’ redeemable
convertible preferred shares to redemption value
|
|
|
-
|
|
|
|
-
|
|
|
|
19,688
|
|
|
|
0.2
|
|
|
|
73,159
|
|
|
|
10,641
|
|
|
|
0.5
|
|
Cumulative dividend on subsidiary’s Series A Preferred Shares
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
4,606
|
|
|
|
669
|
|
|
|
0.0
|
|
Deemed dividend to subsidiary’s Series A Preferred Shareholders
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
489,284
|
|
|
|
71,163
|
|
|
|
3.1
|
|
Net income attributable to common shareholders of the Company
|
|
|
1,523,918
|
|
|
|
18.6
|
|
|
|
2,493,235
|
|
|
|
21.5
|
|
|
|
1,641,958
|
|
|
|
238,812
|
|
|
|
10.4
|
|
Notes:
|
(1)
|
Net of rebates and discounts.
|
|
(2)
|
From January 1, 2018, revenue presentation has been changed to live streaming and others. We also have retrospectively changed
the revenue presentation for the years ended December 31, 2014, 2015, 2016 and 2017.
|
Year Ended December 31, 2018 Compared
to Year Ended December 31, 2017
Net revenues
.
Our net
revenues increased by 36.0% from RMB11,594.8 million in 2017 to RMB15,763.6 million (US$2,292.7 million) in 2018. This increase
was primarily driven by the increase in live streaming revenues.
Live streaming revenues
.
Our live streaming revenues, which consisted of revenues from YY Live platform and Huya platform, increased by 39.4% from RMB10,671.0
million in 2017 to RMB14,877.7 million (US$2,163.9 million) in 2018. The overall increase was primarily caused by increases in
the number of paying users from 16.6 million in 2017 to 19.8 million in 2018 and ARPU from RMB643.2 in 2017 to RMB751.2 in 2018.
The increase in paying users were primarily due to (a) our ability to offer new and attractive products and services that allow
us to monetize our platforms; (b) our ability to attract and retain a large and engaged user base through hosting an increasing
number of events and activities; and (c) our ability to attract certain popular performers and channel owners.
Other revenues
.
Other
revenues, which mainly include revenues from our online games, membership, online advertising and online education platform decreased
by 4.1% to RMB885.9 million (US$128.8 million) for 2018 from RMB923.8 million for 2017, primarily due to the decrease in online
game revenue.
Cost of revenues
.
Our
cost of revenues increased by 42.6% from RMB7,026.4 million in 2017 to RMB10,017.1 million (US$1,456.9 million) in 2018. The increase
in our cost of revenues was due in large part to an increase in our revenue sharing fees and content costs, which consist of the
payments to performers, channel owners and content providers, which amounted to RMB8,272.7 million (US$1,203.2 million) in 2018,
representing a 44.4% increase from RMB5,727.1 million in 2017. This increase in revenue sharing fees and content costs was in line
with the increase in live streaming revenues for both YY Live and Huya segments, respectively. Bandwidth costs increased 39.0%
from RMB695.8 million in 2017 to RMB967.4 million (US$140.7 million) in 2018, primarily reflecting the continued user base expansion
and the video quality improvements.
Operating expenses
.
Our operating expenses increased by 59.6% from RMB2,020.3 million in 2017 to RMB3,224.6 million (US$469.0 million) in 2018, primarily
due to an increase in sales and marketing expenses, particularly in relation to sales and marketing activities in both China and
the overseas market, and research and development expenses, which was associated with our commitment to research and development
and the advancements in our technology development, as well as general and administrative expenses.
Research and development expenses
.
Our research and development expenses increased by 52.5% from RMB781.9 million in 2017 to RMB1,192.1 million (US$173.4 million)
in 2018. This increase was primarily due to the increase in salary of research and development staff by RMB296.8 million (US$43.2
million) and the increase in share-based compensation by RMB102.8 million (US$15.0 million).
Sales and marketing expenses
.
Our sales and marketing expenses increased by 66.3% from RMB691.3 million in 2017 to RMB1,149.3 million (US$167.2 million) in 2018.
This increase was primarily due to the our efforts in sales and marketing activities in both China and the overseas market.
General and administrative expenses
.
Our general and administrative expenses increased by 62.2% from RMB544.6 million in 2017 to RMB883.2 million (US$128.5 million)
in 2018. This increase was primarily due to the increase in the share-based compensation from RMB88.1 million in 2017 to RMB342.8
million (US$49.9 million) in 2018.
Foreign currency exchange gains (losses)
.
We had net foreign currency exchange losses of RMB0.5 million (US$0.1 million) in 2018, compared to a net foreign currency exchange
losses of RMB2.2 million in 2017.
Interest income and investment income
.
Our interest income and investment income increased from RMB180.4 million in 2017 to RMB485.6 million (US$70.6 million) in 2018.
This increase was primarily due to the follow-on public offering in 2017 and the issuance of the Series B-2 Preferred Shares and
initial public offering of HUYA Inc. in 2018.
Income tax expenses
.
We recorded income tax expenses of RMB477.7 million (US$69.5 million) in 2018 compared to RMB415.8 million in 2017. This increase
was primarily due to the higher income before income tax expenses recorded by certain of our PRC subsidiaries and consolidated
affiliated entities. To a lesser extent, the income tax expense in 2018 was also impacted by (i) non-recurring fair value loss
on derivative liabilities which was non-deductible for income tax purpose, and (ii) gain on fair value change of Bigo Inc. which
was non-taxable for income tax purpose, both recorded during the second quarter of 2018.
Net income
.
As a result
of the foregoing, we had a net income attributable to common shareholders of the Company of RMB1,642.0 million (US$238.8 million)
in 2018 as compared to a net income of RMB2,493.2 million in 2017.
Year Ended December 31, 2017 Compared
to Year Ended December 31, 2016
Net revenues
.
Our net
revenues increased by 41.3% from RMB8,204.1 million in 2016 to RMB11,594.8 million in 2017. This increase was primarily driven
by the increase in live streaming revenues.
Live streaming revenues
.
Our live streaming revenues, which consisted of revenues from YY Live platform and Huya platform, increased by 51.9% from RMB7,027.2
million in 2016 to RMB10,671.0 million in 2017. The overall increase was primarily caused by increases in the number of paying
users from 11.0 million in 2016 to 16.6 million in 2017 and ARPU from RMB637.8 to RMB643.2 in 2017. The increase in paying users
were primarily due to (a) our ability to offer new and attractive products and services that allow us to monetize our platforms;
(b) our ability to attract and retain a large and engaged user base through hosting an increasing number of events and activities;
and (c) our ability to attract certain popular performers and channel owners.
Other revenues
.
Other
revenues, which mainly include revenues from our online games, membership, online advertising and online education platform, decreased
by 21.5% to RMB923.8 million for 2017 from RMB1,176.8 million for 2016, primarily resulting from the decrease in online games revenues
of RMB90.5 million and decrease in membership revenues of 87.3 million.
Cost of revenues
.
Our
cost of revenues increased by 37.7% from RMB5,103.4 million in 2016 to RMB7,026.4 million in 2017. The increase in our cost of
revenues was due in large part to an increase in our revenue sharing fees and content costs, which consist of the payments to performers,
channel owners and content providers, which amounted to RMB5,727.1 million in 2017, representing a 51.1% increase from RMB3,790.6
million in 2016. This increase in revenue sharing fees and content costs was in line with the increase in revenues and was primarily
due to higher levels of user engagement and spending driven by promotional activities, as well as investments in expanding the
amount of new and innovative content we provide to users. Bandwidth costs increased 6.8% from RMB651.7 million in 2016 to RMB695.8
million in 2017, primarily reflecting the continued user base expansion and the video quality improvements, but largely offset
by our improved efficiency and pricing terms.
Operating expenses
.
Our operating expenses increased by 29.3% from RMB1,562.6 million in 2016 to RMB2,020.3 million in 2017, primarily due to an increase
in sales and marketing expenses, particularly in relation to mobile products promotion, and research and development expenses,
which was associated with our commitment to research and development and the advancements in our technology development, as well
as general and administrative expenses driven by our company’s overall business expansion.
Research and development expenses
.
Our research and development expenses increased by 15.8% from RMB675.2 million in 2016 to RMB781.9 million in 2017. This increase
was primarily due to an increase in salary level and the number of our research and development staff, especially engineers, which
accounts for 52.0% of our total number of employees in 2017.
Sales and marketing expenses
.
Our sales and marketing expenses increased by 78.5% from RMB387.3 million in 2016 to RMB691.3 million in 2017. This increase was
primarily due to the promotion of mobile products.
General and administrative expenses
.
Our general and administrative expenses increased by 12.9% from RMB482.4 million in 2016 to RMB544.6 million in 2017. This increase
was associated with the general growth of our business and the decrease in investments impairment from RMB80.1 million in 2016
to RMB43.2 million in 2017.
Foreign currency exchange gains (losses)
.
We had net foreign currency exchange losses of RMB2.2 million in 2017, compared to a net foreign currency exchange gains of RMB1.2
million in 2016. Such losses were mainly due to the appreciation of U.S. dollars as we converted certain offshore Renminbi to U.S.
dollars in 2017.
Interest income and investment income
.
Our interest income and investment income increased from RMB67.2 million in 2016 to RMB180.4 million in 2017. This increase was
primarily due to the follow-on public offering in 2017 and the issuance of the Series A Preferred Shares of HUYA Inc. in 2017.
Income tax expenses
.
We recorded income tax expenses of RMB415.8 million in 2017 compared to RMB280.5 million in 2016. This increase was primarily due
to the higher income before income tax expenses recorded by certain of our PRC subsidiaries and consolidated affiliated entities.
Net income
.
As a result
of the foregoing, we had a net income attributable to common shareholders of the Company of RMB2,493.2 million in 2017 as compared
to a net income of RMB1,523.9 million in 2016.
Inflation
Since our inception, inflation in China
has not materially affected our results of operations. According to the National Bureau of Statistics of China, the year-over-year
percent changes in the consumer price index for December 2016, 2017 and 2018 were increases of 2.1%, 1.8% and 1.9%, respectively.
Although we have not been materially affected by inflation in the past, we may be affected if China experiences higher rates of
inflation in the future.
Recently Issued Accounting Pronouncements
The recently issued accounting pronouncements
that are relevant to us are included in note 2(mm) to our audited consolidated financial statements, which are included in this
annual report.
|
B.
|
Liquidity and Capital Resources
|
Cash Flows and Working Capital
In recent years, we have financed our operations
primarily through cash flows from operations, the proceeds from our initial public offering in November 2012, the proceeds from
our convertible senior notes offering in March 2014 and the proceeds from our follow-on offering in August 2017. We expect to require
cash to fund our ongoing operational needs, particularly our revenue sharing fees and content costs, salaries and benefits, bandwidth
costs and potential acquisitions or strategic investments. We believe that our current cash and cash equivalents and the anticipated
cash flow from operations will be sufficient to meet our anticipated working capital requirements and capital expenditures needs
for the next 12 months. However, we may require additional cash resources due to changing business conditions or other future developments,
including any investments or acquisitions we may decide to selectively pursue. If our existing cash resources are insufficient
to meet our requirements, we may seek to sell equity or equity-linked securities, debt securities or borrow from banks.
In March 2014, we issued an aggregate of
US$400.0 million 2.25% convertible senior notes due in 2019. The net proceeds from the sale of the notes were US$390.8 million.
The notes bore interest at a rate of 2.25% per year, payable semiannually in arrears on April 1 and October 1 of each year, and
such notes matured on April 1, 2019. On April 1, 2017, we repurchased for cash the notes of an aggregate principal amount of US$399.0
million. As of the date of this annual report, no principal amount of the notes remain outstanding.
On January 19, 2017, we entered into a loan
agreement with a bank, pursuant to which we borrowed a loan with a principal amount of US$30 million. The annualized interest rate
of the loan is 3-month LIBOR plus 1.5%, accruing from draw-down. The draw-down of US$30 million took place on March 8, 2017 and
have been repaid on March 1, 2018. Term deposit of RMB500 million was pledged as collateral for the loan until March 13, 2018.
On February 17, 2017, we entered into a
loan agreement with a bank, pursuant to which we borrowed a loan with a total principal amount of US$60 million. The annualized
interest rate of the loan is 3-month LIBOR, accruing from draw-down. The first draw-down of US$45 million took place on March 21,
2017 and the second draw-down of US$15 million took place on March 30, 2017. The loan shall be repaid before February 9, 2018.
Term deposit of RMB500 million was pledged as collateral for the loan until February 23, 2018. On February 9, 2018, we repaid the
loan with a total amount of US$60 million.
On February 28, 2019, we entered into a
facility agreement with Goldman Sachs Lending Partners LLC, or Goldman Sachs. Subject to the terms of this agreement, Goldman Sachs
agreed to make available to us a U.S. dollar term loan facility in an aggregate amount of up to US$100.25 million. In March 2019,
we borrowed a loan amounting to US$100.25 million under this facility agreement. In April 2019, we have fully repaid such loan.
On May 16, 2017, HUYA Inc. entered into
a series A preferred shares subscription agreement with its series A investors and pursuant to which, HUYA Inc. issued 22,058,823
series A preferred shares of HUYA Inc. at a price of US$3.4 per share for an aggregate consideration of US$75 million (equivalent
to RMB509.7 million as of the issuance date). The issuance of the series A preferred shares was completed on July 10, 2017.
On August 21, 2017, we completed a secondary
offering and received US$442.2 million in net proceeds, after deducting commissions and offering expenses.
On March 8, 2018, HUYA Inc. issued 64,488,235
shares of Series B-2 redeemable convertible preferred shares at a price of US$7.16 per share for cash consideration of US$461.6
million to Linen Investment Limited, a wholly owned subsidiary of Tencent Holdings Limited.
In May 2018, HUYA Inc., our majority-controlled
subsidiary, successfully completed its initial public offering of 17,250,000 ADSs at a price of US$12.0 per ADS, including 2,250,000
ADSs offered pursuant to the underwriters’ full exercise of their over-allotment options. Each HUYA Inc. ADS represents one
Class A ordinary share of HUYA Inc. HUYA Inc. received net proceeds of US$190.1 million.
In June 2018, we invested US$272 million
in the Series D round of financing of Bigo as the lead investor. We were then an existing shareholder of Bigo and had become its
largest shareholder after the Series D financing.
As of December 31, 2016, 2017 and 2018,
we had RMB1,579.7 million, RMB3,617.4 million and RMB6,004.2 million (US$873.3 million), respectively, in cash, cash equivalents and restricted cash.
As of December 31, 2018, our subsidiaries,
VIEs, and VIE’s subsidiaries located in the PRC held cash and cash equivalents in the amount of RMB4,724.4 million (US$678.1
million). Aggregate undistributed earnings and reserves of our subsidiaries, VIEs, and VIE’s subsidiaries located in the
PRC that are available for distribution to our company as of December 31, 2018 are RMB11,519.7 million (US$1,675.5 million). We
would need to accrue and pay withholding taxes if we were to distribute funds from our subsidiaries in the PRC to our offshore
subsidiaries. We do not intend to repatriate such funds in the foreseeable future, as we plan to use existing cash balance in the
PRC for general corporate purposes.
The following table sets forth a summary
of our cash flows for the years indicated:
|
|
For the Year Ended December 31,
|
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
US$
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
2,421,135
|
|
|
|
3,718,452
|
|
|
|
4,464,814
|
|
|
|
649,379
|
|
Net cash used in investing activities
|
|
|
(2,172,359
|
)
|
|
|
(3,037,516
|
)
|
|
|
(6,295,386
|
)
|
|
|
(915,626
|
)
|
Net cash provided by financing activities
|
|
|
10,651
|
|
|
|
1,392,525
|
|
|
|
4,167,270
|
|
|
|
606,105
|
|
Net increase in cash, cash equivalents and restricted cash
|
|
|
259,427
|
|
|
|
2,073,461
|
|
|
|
2,336,698
|
|
|
|
339,858
|
|
Cash, cash equivalents and restricted cash at the beginning of the year
|
|
|
1,318,155
|
|
|
|
1,579,743
|
|
|
|
3,617,432
|
|
|
|
526,134
|
|
Effect of exchange rates change on cash, cash equivalents
and restricted cash
|
|
|
2,161
|
|
|
|
(35,772
|
)
|
|
|
50,101
|
|
|
|
7,287
|
|
Cash, cash equivalents and restricted cash at the end of the year
|
|
|
1,579,743
|
|
|
|
3,617,432
|
|
|
|
6,004,231
|
|
|
|
873,279
|
|
Operating Activities
Net cash used in or generated from operating
activities consists primarily of our net income mitigated by non-cash adjustments, such as share-based compensation, depreciation
of property and equipment and deferred taxes, and adjusted by changes in operating assets and liabilities, such as accounts receivable,
prepayments and other assets, account payables, accrued liabilities and deferred revenue.
Net cash provided by operating activities
amounted to RMB4,464.8 million (US$649.4 million) for the year ended December 31, 2018. In 2018, the difference between our net
cash provided by operating activities and our net income of RMB2,115.7 million (US$307.7 million) was primarily due to a non-cash
item adjustment in fair value loss on derivative liabilities of RMB2,285.2 million (US$332.4 million), an increase in accrued liabilities
and other current liabilities of RMB947.0 million (US$137.7 million) as a result of an increase in accrued revenue sharing fees,
a non-cash item adjustment in share-based compensation of RMB648.0 million (US$94.3 million), an increase in deferred revenue of
RMB227.6 million (US$33.1 million), a non-cash item adjustment in depreciation of property and equipment of RMB151.0 million (US$22.0
million), partially offset by a non-cash item adjustment in gain on fair value change of investments of RMB1,689.4 million (US$245.7
million) and an increase in prepayments and other assets of RMB380.8 million (US$55.4 million).
Net cash provided by operating activities
amounted to RMB3,718.5 million for the year ended December 31, 2017. In 2017, the difference between our net cash provided by operating
activities and our net income of RMB2,508.4 million was primarily due to an increase in accrued liabilities and other current liabilities
of RMB435.1 million as a result of an increase in accrued revenue sharing fees, an increase in deferred revenue of RMB366.6 million,
a non-cash item adjustment in share-based compensation of RMB257.7 million, a non-cash item adjustment in depreciation of property
and equipment of RMB176.7 million, partially offset by an increase in prepayments and other assets of RMB48.3 million and an adjustment
in gain on deemed disposal and disposal of investments of RMB45.9 million.
Net cash provided by operating activities
amounted to RMB2,421.1 million for the year ended December 31, 2016. In 2016, the difference between our net cash provided by operating
activities and our net income of RMB1,511.6 million was primarily due to an increase in accrued liabilities and other current liabilities
of RMB376.4 million as a result of an increase in accrued revenue sharing fees, a non-cash item adjustment in depreciation of property
and equipment of RMB173.6 million, a non-cash item adjustment in share-based compensation of RMB157.3 million, a non-cash item
adjustment in amortization of acquired intangible assets and land use rights of RMB100.9 million, partially offset by an adjustment
in gain on deconsolidation and disposal of subsidiaries of RMB104.0 million and an increase in prepayments and other assets of
RMB97.9 million.
Investing Activities
Net cash used in investing activities largely
reflects placements of short-term deposits, placements of short-term investments, purchases of property and equipment and other
non-current assets in connection with the expansion and upgrade of our technology infrastructure, and our acquisitions of investments
in certain companies.
Net cash used in investing activities amounted
to RMB6,295.4 million (US$915.6 million) in the year ended December 31, 2018. Net cash used in investing activities primarily resulted
from the placements of short-term deposits of RMB9,512.8 million (US$1,383.6 million), the placements of short-term investments
of RMB3,505.1 million (US$509.8 million), the placements of long-term deposits of RMB1,000.0 million (US$145.4 million), payments
of RMB334.0 million (US$48.6 million) for the purchase of property and equipment, which mainly consisted of the purchase of servers,
and cash paid for certain acquisitions and strategic investments of RMB2,402.8 million (US$349.5 million), partially offset by
the maturities of short-term deposits and short-term investments in various banks in the amount of RMB11,316.8 million (US$1,646.0
million). The increase in cash used in investing activities was mainly due to the increase in investment in short-term deposits,
short-term investments, long-term deposits and acquisitions and strategic investments.
Net cash used in investing activities amounted
to RMB3,037.5 million in the year ended December 31, 2017. Net cash used in investing activities primarily resulted from the placements
of short-term deposits of RMB9,667.4 million, payments of RMB397.3 million for the purchase of property and equipment, which mainly
consisted of the purchase of servers, and cash paid for certain acquisitions and strategic investments of RMB329.7 million, partially
offset by the maturities of short-term deposits and short-term investments in various banks in the amount of RMB7,426.2 million.
The increase in cash used in investing activities was mainly due to the increase in investment in short-term deposits.
Net cash used in investing activities amounted
to RMB2,172.4 million in the year ended December 31, 2016. Net cash used in investing activities primarily resulted from the placements
of short-term deposits of RMB8,027.3 million, payments of RMB162.4 million for the purchase of property and equipment, which mainly
consisted of the purchase of servers, and cash paid for certain acquisitions and strategic investments of RMB199.2 million, partially
offset by the maturities of short-term deposits in various banks in the amount of RMB6,324.9 million. The increase in cash used
in investing activities was mainly due to the increase in investment in short-term deposits.
Financing Activities
Net cash provided by financing activities
was RMB4,167.3 million (US$606.1 million) in 2018, primarily attributable to the proceeds of RMB2,919.1 million from issuance of
Huya’s Series B-2 Preferred Shares, the proceeds of RMB1,207.7 million from issuance of Huya’s common shares upon its
initial public offering, net of issuance cost, the proceeds of RMB691.6 million from bank borrowings, and RMB1,308.1 million repayment
of bank borrowings.
Net cash provided by financing activities
was RMB1,392.5 million in 2017, primarily attributable to capital contributions from mezzanine equity amounting to RMB509.5 million,
the proceeds of RMB621.1 million from bank borrowings, the proceeds of RMB2,950.6 million from issuance of common shares, net of
issuance cost and RMB2,753.6 million repayment of convertible bonds.
Net cash provided by financing activities
was RMB10.7 million in 2016, primarily attributable to capital contributions from non-controlling interests.
Capital Expenditures
We made capital expenditures of RMB237.8
million, RMB497.7 million and RMB392.8 million (US$57.1 million) in 2016, 2017 and 2018, respectively. Our capital expenditures
are primarily used to purchase office space, computers, servers, office furniture, operating rights, domain names and other assets.
|
C.
|
Research and Development, Patents and Licenses,
Etc.
|
In order to support the kind of multi-user,
real-time online voice and video communications on a scale necessary for our platforms, we build and develop our own network infrastructure.
See “Item 4. Information on the Company—B. Business Overview—Research and Development” for a description
of the research and development aspect of our business and “Item 4. Information on the Company—B. Business Overview—Intellectual
Property” for a description of the protection of our intellectual property.
Research and development expenses consist
primarily of salaries and benefits for research and development personnel and rental and depreciation of office premises and servers
utilized by the research and development personnel. Research and development expenses greatly increased in the past three years
ended December 31, 2018, due to the need for additional research and development personnel to accommodate the rapid growth of our
business. We expect our research and development expenses in absolute amount to increase as we intend to retain existing research
and development personnel and also hire new ones to, among other things, develop new series of applications for our platforms,
improve technology infrastructure to further enhance user experience, and further develop enhanced features for our mobile applications
to reach more users. We incurred RMB675.2 million, RMB781.9 million and RMB1,192.1 million (US$173.4 million) of research and development
expenses in 2016, 2017 and 2018, respectively.
Other than as disclosed elsewhere in this
annual report, we are not aware of any trends, uncertainties, demands, commitments or events since the beginning of our fiscal
year 2018 that are reasonably likely to have a material effect on our net revenues, income from operations, profitability, liquidity
or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating
results or financial condition.
|
E.
|
Off-Balance Sheet Arrangements
|
We have not entered into any financial guarantees
or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts
that are indexed to our shares and classified as shareholders’ (deficit)/equity, or that are not reflected in our consolidated
financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated
entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated
entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development
services with us.
|
F.
|
Tabular Disclosure of Contractual Obligations
|
The following table sets forth our contractual
obligations as of December 31, 2018:
|
|
Payment Due by Period
|
|
|
|
Total
|
|
|
Less than 1
year
|
|
|
1-2 years
|
|
|
3-5 years
|
|
|
More than 5
years
|
|
|
|
(in thousands)
|
|
Operating lease
commitments
(1)
(in RMB)
|
|
|
221,895
|
|
|
|
84,689
|
|
|
|
53,609
|
|
|
|
83,597
|
|
|
|
-
|
|
Capital commitment
(2)
(in
RMB)
|
|
|
193,412
|
|
|
|
154,427
|
|
|
|
27,383
|
|
|
|
11,599
|
|
|
|
3
|
|
Convertible senior notes
(3)
(in US$)
|
|
|
1,006
|
|
|
|
1,006
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
(1)
|
Operating lease commitments refer to the lease of offices under operating lease agreements, where a significant portion
of the risks and rewards of ownership are retained by the lessor. Payments made under operating leases are charged to the consolidated
statements of operations on a straight-line basis over the period of the lease, including any free lease periods.
|
|
(2)
|
Capital commitment refers to capital expenditures related to properties and additional investments in equity investments.
|
|
(3)
|
The convertible senior notes were redeemable at the holders’ option on April 1, 2017. US$399,000,000 aggregate principal
amount of the notes were redeemed on April 1, 2017. We has accepted the repurchase and has forwarded cash in payment of the repurchase
price to the paying agent for distribution to the holders who had exercised the option. Following the repurchase, US$1,000,000
aggregate principal amount of the notes remained outstanding and has been fully repaid as of the date of this annual report.
|
Our operating lease obligations increased
from December 31, 2017 to December 31, 2018 primarily because we entered into some new leases in 2018.
Other than the obligations set forth above,
we did not have any significant operating lease obligations, purchase obligations or other long-term obligations as of December
31, 2018.
See “Forward-Looking Statements”
on page 2 of this annual report.
|
ITEM 6.
|
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
|
|
A.
|
Directors and Senior Management
|
The following table sets forth information
regarding our directors and executive officers as of the date of this annual report. There are no family relationships among any
of the directors or executive officers of our company.
Directors and Executive
Officers
|
|
Age
|
|
Position/Title
|
David Xueling Li
|
|
46
|
|
Chairman of the Board and Director, Chief Executive Officer of YY Inc.
|
Qin Liu
|
|
48
|
|
Independent Director
|
Peter Andrew Schloss
|
|
58
|
|
Independent Director
|
Richard Weidong Ji
|
|
53
|
|
Independent Director
|
David Tang
|
|
66
|
|
Independent Director
|
Rongjie Dong
|
|
44
|
|
Chief Executive Officer of HUYA Inc.
|
Bing Jin
|
|
42
|
|
Chief Financial Officer
|
Ting Li
|
|
35
|
|
Chief Operating Officer
|
Pengjun Lu
|
|
38
|
|
Chief Technology Officer
|
Mr. David Xueling Li
is our co-founder
and has been our chairman since August 2016. Mr. Li served as our chief executive officer since our inception to August 2016 and
as our acting chief executive officer from May 2017 to April 2019. Currently, Mr. Li serves as our chief executive officer and
also oversees our Bigo business. Mr. Li focuses on our broader corporate strategy and the development of new and emerging applications
and products. Furthermore, Mr. Li is in charge of overseeing the business operations of Bigo. Before founding our company, Mr.
Li worked at Netease.com, Inc. from July 2003 to April 2005 and served as its chief editor. In 2000, Mr. Li founded CFP.cn, a
website that provided a copyright trading platform for journalists and amateur photographers. Mr. Li received a bachelor’s
degree in philosophy from Renmin University of China in 1997.
Mr. Qin Liu
has been a
director of our company since June 2008. Mr. Liu co-founded and has served as managing director of Morningside Venture
Capital Limited, or MVCL, since June 2007. MVCL provides management service to various funds and Mr. Liu has served as
director in several non-public portfolio companies of such funds. Before co-founding MVCL, Mr. Liu served various roles
including a business development director for investment at Morningside IT Management Services (Shanghai) Co., Ltd. Mr. Liu
has been a director of Xunlei Limited (Nasdaq: XNET) since September 2005 and also serves as a director of Xiaomi Corporation
(HKSE: 01810). Mr. Liu received a bachelor degree in industrial electrical automation from University of Science and
Technology Beijing in July 1993, and a master degree in business administration from China Europe International Business
School in April 2000.
Mr. Peter Andrew Schloss
has served
as our independent director since November 2012. Mr. Schloss is managing director and CEO of CastleHill Partners and a partner
at Phoenix Media Fund. Since February 2016, Mr. Schloss has been an independent director of Zhaopin Limited (NYSE: ZPIN). Previously
Mr. Schloss was an independent director and audit committee chairman of Giant Interactive Group Inc., a NYSE-listed company, from
2007 to 2015. From 2008 to 2012, Mr. Schloss served as the chief executive officer of Allied Pacific Sports Network Limited, a
leading internet and wireless provider of live and on-demand sports programs in Asia. Prior to joining Allied Pacific Sports Network
Limited, Mr. Schloss worked at TOM Online Inc., serving as the chief financial officer from 2003 to 2005, as an executive director
from 2004 to 2007 and as the chief legal officer from 2005 to 2007. Mr. Schloss received a bachelor’s degree in political
science and a juris doctor degree from Tulane University.
Mr. Richard Weidong Ji
has served
as our independent director since May 2013. Mr. Ji is the cofounder and managing partner of All-Stars Investment Limited, which
focuses on investing in Internet technology leaders and consumer brands that help enhance the lives of Chinese consumers. From
2005 to 2012, Mr. Ji served as managing director and head of Asia-Pacific Internet/media investment research at Morgan Stanley
Asia Limited. During his time with Morgan Stanley, Mr. Ji was consistently rated as one of the top internet analysts covering the
Chinese internet according to the Institutional Investor and Greenwich Associates’ annual surveys. Over Mr. Ji’s career,
he has received many awards from reputable publications and research groups including the Financial Times, South China Morning
Post, Asiamoney, Absolute Return & Alpha magazine and iResearch Consulting Group. Mr. Ji holds a doctor of sciences degree
in biological science from Harvard University, an MBA from the Wharton School of Business at the University of Pennsylvania and
a Bachelor of Science from Fudan University in China. He also serves as an independent director of Cheetah Mobile Inc.
Mr. David Tang
has served as our
independent director since May 2013. Mr. Tang currently serves as a managing director of Nokia Growth Partners, a global venture
capital firm that specializes in investing in mobile technologies and mobile businesses. From 2011 to 2012, Mr. Tang was the vice
president of the European Union Chamber of Commerce in China, vice chairman of the China Association of Enterprises with Foreign
Investments, and vice chairman of the Beijing International Chamber of Commerce. Mr. Tang has spent nearly a decade with the Nokia
group, having served as the vice chairman of Nokia (China) Investment Co., Ltd. and chairman of Nokia Telecommunications Ltd. where
he was responsible for government relations, strategic partnerships, corporate development, and sustainability. Prior to serving
in those roles, he was the vice chairman and vice president of sales for Nokia in the greater China region from 2005 to 2009. Mr.
Tang has also held executive positions in other leading global technology firms such as Apple, AMD, 3Com, DEC, and AST. Mr. Tang
received his bachelor’s degree in Computer Science and Engineering from California State University at Long Beach and a master’s
degree in Business from California State University at Fullerton.
Mr. Rongjie Dong
is the chief executive
officer of HUYA Inc., a role in which he has served since August 2016. He served as our executive vice president from April 2013
to August 2016. Prior to joining us, he served as product manager and head of the technology department of 163.com from 2000 to
2006. Mr. Dong received his bachelor’s degree in computer hardware from Beijing Information Engineering Institute (now known
as Beijing Information Science and Technology University) in 1999.
Mr. Bing Jin
has been our chief financial
officer since May 2017. Prior to joining us, Mr. Jin served as the Head of China Technology, Investment Banking and Capital Markets,
Asia Pacific, at Credit Suisse. During his tenure at Credit Suisse, Mr. Jin worked with many U.S. listed and private Chinese technology
companies for various financing and M&A transactions. From 2010 to 2014, Mr. Jin worked in Citi’s China Investment Banking
department. Before his investment banking career, Mr. Jin worked in government services, consulting, and corporate banking. Mr.
Jin received an MBA from the Wharton School, a Master’s degree in Pacific International Affairs from the University of California,
San Diego, and a Bachelor’s degree in English from the Beijing Foreign Studies University.
Ms. Ting Li
has been our chief operating
officer since 2016. Ms. Li has been focusing on our ecosystem development and the enrichment of our content and product offerings
since she joined us in 2011. In 2017, Ms. Li was in charge of the updates and launch of YY Live 7.0, which for the first time in
the industry observed and satisfied user demand for personalized interactions with live streaming hosts. Prior to joining us, Ms.
Li served as product manager at Tencent from 2006 to 2011. Ms. Li received a Bachelor’s degree from South China University
of Technology in 2006.
Mr. Pengjun Lu
has been our chief
technology officer since May 2018. Prior to joining us, Mr. Lu served as the general manager in charge of search advertising and
chief architect in infrastructure team at Baidu from 2014 to early 2018. From 2006 to 2014, Mr. Lu worked at Google, most recently
as a staff engineer in charge of Shanghai advertising back-end team, and received the Google Founders Award for the QueST project.
Mr. Lu received a Master’s degree in computer science and technology from Fudan University, and a Bachelor’s degree
in computer science and technology from Wuhan University.
B.
Compensation
of Directors and Executive Officers
For the fiscal year ended December 31, 2018,
we paid an aggregate of RMB19.6 million (US$2.8 million) in cash, including salaries and bonuses, to our directors and executive
officers. We also awarded an aggregate of 367,870 ordinary shares of HUYA Inc. to our directors and executive officers in 2018.
For details on the share incentive grants to our directors and officers, see “—Share Incentive Plans.” For the
fiscal year ended December 31, 2018, we made contributions for our directors and executive officers for their pension insurance,
medical insurance, housing fund, unemployment and other statutory benefits as required by PRC laws in an aggregate amount of RMB0.5
million (US$0.07 million). We did not set aside or accrue any other pension or retirement benefits for our directors and executive
officers for the fiscal year ended December 31, 2018.
Employment Agreements
We have entered into employment agreements
with our senior executive officers. We may terminate a senior executive officer’s employment for cause at any time without
remuneration for certain acts of the officer, such as being convicted of any criminal conduct, any act of gross or willful misconduct
or any serious, willful, grossly negligent or persistent breach of any employment agreement provision, or engaging in any conduct
which may make the continued employment of such officer detrimental to our company. We may also terminate a senior executive officer’s
employment by giving three months’ prior written notice. A senior executive officer may terminate his or her employment at
any time by giving three months’ written notice, provided that such notice may only be given by the officer any time after
the third anniversary of his or her employment.
Each senior executive officer has agreed
to hold all information, know-how and records in any way connected with the business of our company, including, without limitation,
all formulae, designs, specifications, drawings, data, operations and testing procedures, manuals and instructions and all customer
and supplier lists, sales information, business plans and forecasts and all technical or other expertise and all computer software
of our company, in strict confidence during and after his or her employment. Each officer also agrees that we shall own all the
intellectual property developed by such officer during his or her employment.
Share Incentive Plans
We have adopted two share incentive
plans, namely, the 2009 Scheme and the 2011 Plan. In addition, our controlling subsidiary, HUYA Inc. adopted its 2017 share
incentive plan, or HUYA Amended and Restated 2017 Plan, in July 2017 and amended and restated in March 2018. The purpose of
these three share incentive plans is to attract and retain personnel by linking the personal interests of the members of the
board, officers, employees and consultants to the success of our business and by providing such individuals with an incentive
for outstanding performance. As of April 15, 2019, options to purchase 10,934,300 common shares, 41,179,601 restricted shares
and 37,392,578 restricted share units were outstanding under the 2009 Scheme and the 2011 Plan. As of April 15, 2019, options
to purchase 16,896,555 HUYA Inc.’s class A ordinary shares and 4,267,885 HUYA Inc.’s restricted share units were
outstanding under the HUYA Amended and Restated 2017 Plan.
2009 Employee Equity Incentive Scheme
We adopted the 2009 Scheme in December 2009.
In September 2011, YY Inc. assumed all the rights and obligations of Duowan Entertainment Corporation under all share-based compensation
previously issued by Duowan Entertainment Corporation, including under the relevant award agreement and under the 2009 Scheme,
if applicable, and undertook to issue its own common shares upon the exercise of any share-based compensation awards previously
issued by Duowan Entertainment Corporation, subject to compliance with the terms and conditions of the relevant award agreements
and the 2009 Scheme, if applicable.
Under the 2009 Scheme, the maximum number
of shares in respect of which options or restricted shares may be granted is 120,020,001.
The following paragraphs summarize the terms
of the 2009 Scheme.
Types of Awards
.
The
following briefly describe the principal features of the various awards that may be granted under the 2009 Scheme.
|
·
|
Options.
Options provide for the right to purchase a specified number of our common shares at a specified price and
usually will become exercisable at the discretion of our plan administrator in one or more installments after the grant date. The
option exercise price may be paid, subject to the discretion of the plan administrator, in cash or check, in our common shares
which have been held by the option holder for such period of time as may be required to avoid adverse accounting consequences,
in other property with value equal to the exercise price, through a broker-assisted cashless exercise, or by any combination of
the foregoing.
|
|
·
|
Restricted Shares.
A restricted share award is the grant of our common shares which are subject to certain restrictions
and may be subject to risk of forfeiture. Unless otherwise determined by our plan administrator, a restricted share is nontransferable
and may be forfeited or repurchased by us upon termination of employment or service during a restricted period. Our plan administrator
may also impose other restrictions on the restricted shares, such as limitations on the right to vote or the right to receive dividends.
|
Plan Administration
.
Our board or a committee of one or more members of our board duly authorized for the purpose of the 2009 Scheme can act as the
plan administrator.
Award Agreement
.
Options
or restricted shares granted under the 2009 Scheme are evidenced by an award agreement that sets forth the terms, conditions and
limitations for each grant.
Option Exercise Price
.
The exercise price in respect of any option shall be fixed by reference to the date upon which the option (or the relevant part
thereof) is granted, and shall be, at the election of the plan administrator, (a) the latest valuation price per share certified
by a third party valuer prior to the date of grant of the relevant option (or relevant part thereof) or (b) the latest price per
share at which we have issued any shares prior to the date of grant of the relevant option (or relevant part thereof).
Eligibility
.
We may
grant awards to our employees, officers and directors or consultants to our members.
Term of the Awards
.
The 2009 Scheme shall be valid and effective for a period of ten years from the date of effectiveness. The term of each option
or restricted share grant shall be ten years from the date of the grant.
Vesting Schedule
.
In
general, the plan administrator determines the vesting schedule, which is set forth in the award agreement.
Transfer Restrictions
.
Awards for options or restricted shares may not be transferred in any manner by the award holders and may be exercised only by
such holders, subject to limited exceptions. Restricted shares may not be transferred during the period of restriction.
Termination
.
The plan
administrator may at any time terminate the operation of the 2009 Scheme.
Prior to the adoption of the 2009 Scheme,
we granted certain share options to our employees pursuant to certain share option agreements which carried substantially the same
terms and conditions with those stipulated in the 2009 Scheme.
2011 Share Incentive Plan
We adopted the 2011 Plan in September 2011.
Under the 2011 Plan, the maximum number
of common shares reserved for issuance under the plan is 43,000,000, plus an annual increase of 20,000,000 on the first day of
each fiscal year, beginning in 2013, or such smaller number of common shares as determined by our board of directors.
The following paragraphs summarize the terms
of the 2011 Plan.
Types of Awards
.
The
following briefly describe the principal features of the various awards that may be granted under the 2011 Plan.
|
·
|
Options
. Options provide for the right to purchase a specified number of our common shares at a specified price and
usually will become exercisable at the discretion of our plan administrator in one or more installments after the grant date. The
option exercise price may be paid, subject to the discretion of the plan administrator, in cash or check, in our common shares
which have been held by the option holder for such period of time as may be required to avoid adverse accounting consequences,
in other property with value equal to the exercise price, through a broker-assisted cashless exercise, or by any combination of
the foregoing.
|
|
·
|
Restricted Shares.
A restricted share award is the grant of our common shares which are subject to certain restrictions
and may be subject to risk of forfeiture. Unless otherwise determined by our plan administrator, a restricted share is nontransferable
and may be forfeited or repurchased by us upon termination of employment or service during a restricted period. Our plan administrator
may also impose other restrictions on the restricted shares, such as limitations on the right to vote or the right to receive dividends.
|
|
·
|
Restricted Share Units.
A restricted share unit award is the grant of the right to receive a common share at a future
date and may be subject to forfeiture. Our plan administrator has the discretion to set performance objectives or other vesting
criteria that will determine the number or value of restricted share units to be granted. Unless otherwise determined by our plan
administrator, a restricted share unit is nontransferable and may be forfeited or repurchased by us upon termination of employment
or service during a restricted period. Our plan administrator, at the time of grant, specifies the dates on which the restricted
share units become fully vested.
|
Plan Administration
.
Our board or a committee of one or more members of our board duly authorized for the purpose of the 2011 Plan can act as the plan
administrator.
Award Agreement
.
Options,
restricted shares or restricted shares units granted under the 2011 Plan are evidenced by an award agreement that sets forth the
terms, conditions and limitations for each grant.
Option Exercise Price
.
The exercise price in respect of any option shall be determined by the plan administrator and set forth in the award agreement
which may be a fixed or variable price related to the fair market value of the shares. The exercise price per share subject to
an option may be amended or adjusted in the absolute discretion of the plan administrator, the determination of which shall be
final, binding and conclusive.
Eligibility
.
We may
grant awards to our employees, consultants or directors.
Term of the Awards
.
The 2011 Plan shall be valid and effective for a period of ten years from the date of effectiveness. The term of each option grant
shall not exceed ten years from the date of the grant.
Vesting Schedule
.
In
general, the plan administrator determines the vesting schedule, which is set forth in the award agreement.
Transfer Restrictions
.
Awards for options, restricted shares or restricted share units may not be transferred in any manner by the award holders and may
be exercised only by such holders, subject to limited exceptions. Restricted shares may not be transferred during the period of
restriction.
Termination
.
The plan
administrator may at any time terminate the operation of the 2011 Plan.
HUYA Amended and Restated 2017 Plan
The following paragraphs describe the principal
terms of the Amended and Restated 2017 Plan.
Type of awards
. The Amended
and Restated 2017 Plan permits the awards of options, restricted share units or any other type of awards approved by the committee
or the board of directors of HUYA Inc.
Plan administration
. The Amended
and Restated 2017 Plan is administered by the board of directors of HUYA Inc. or by a committee of one or more members of the board
of directors of HUYA Inc. to whom the board shall delegate the authority to grant or amend awards to any eligible persons other
than any of members of the committee serving as the plan administrator. The plan administrator has the power and authority to determine
the persons who are eligible to receive awards, as well as other terms and conditions of awards. Any grant or amendment of awards
to any committee member serving as the plan administrator shall then require an affirmative vote of a majority of the board members
who are not on the committee serving as the plan administrator.
Award agreement
. Any award
granted under the Amended and Restated 2017 Plan is evidenced by an award agreement that sets forth terms, conditions and limitations
for such award, which may include the number of shares subject to the award awarded, the exercise price, the provisions applicable
in the event of the grantee’s employment or service terminates, among other provisions. The plan administrator may amend
the terms of any award, prospectively or retroactively; provided that no such amendment shall impair the rights of any participant
without his or her consent.
Eligibility
. HUYA Inc. may
grant awards to directors, officers, employees and consultants of us, HUYA Inc. or any of HUYA Inc.’s subsidiaries.
Vesting schedule.
In general,
the plan administrator determines the vesting schedule, which is specified in the relevant award agreement.
Exercise of options.
Once
all the preconditions provided in the relevant award agreements are met, a participant may exercise options in whole or in part
by giving written notice of exercise to us specifying information such as the number of shares to be purchased, as well as making
full payment of the aggregate exercise price of the shares so purchased.
Term of options.
The plan
administrator determines the term of each option and provides it in the relevant award agreement, but no option shall be exercisable
more than five years after the grant date.
Transfer restrictions.
Except
under the laws of descent and distribution or otherwise permitted by the plan administrator, the participant will not be permitted
to sell, transfer, pledge or assign any awards. In principle, all awards shall be exercisable only by the participants. However,
a participant may also transfer one or more awards to a trust controlled by him or her for estate planning purposes.
Termination and amendment of the Amended
and Restated 2017 Plan.
The board of directors of HUYA Inc. may amend, alter or discontinue the Amended and Restated 2017
Plan, but no amendment, alteration or discontinuation shall be made if such amendment, alteration or discontinuation would impair
the rights of a participant under any award without such participant’s consent.
The following table summarizes, as of April 15, 2019, the outstanding options granted to our executive officers, directors and other individuals as a group.
|
|
Common Shares
Underlying
Options Awarded
|
|
|
Exercise Price
(US$/Share)
|
|
|
Date of Grant
|
|
Date of Expiration
|
|
|
|
|
|
|
|
|
|
|
|
Ting Li
|
|
|
*
|
|
|
|
4.7025
|
|
|
June 30, 2018
|
|
June 30, 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bing Jin
|
|
|
*
|
|
|
|
4.7025
|
|
|
July 20, 2018
|
|
June 30, 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
|
|
4.7025
|
|
|
July 20, 2018
|
|
August 2, 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Individuals as a Group
|
|
|
*
|
|
|
|
4.7025
|
|
|
June 30, 2018
|
|
June 30, 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
10,934,300
|
|
|
|
|
|
|
|
|
|
|
*
|
The aggregate number of common shares underlying the
outstanding options held by this individual is less than 1% of our total outstanding shares.
|
We granted 11,737,705 options of HUYA
Inc. in 2017 and 5,918,353 and 220,000 to our employees and non-employees in 2018, respectively. Among the grantees, David
Xueling Li, our co-founder, chairman and chief executive officer. was awarded options to receive 5,882,353 Class A ordinary
shares of HUYA Inc. on March 15, 2018, and such options will expire on March 14, 2028. In addition, Rongjie Dong, chief
executive officer of HUYA Inc., was awarded options to receive 5,647,700 Class A ordinary shares of HUYA Inc. on August 9,
2017, and such options will expire on August 8, 2027. As of April 15, 2019, options to purchase 16,896,555 Class A ordinary
shares of HUYA Inc. were outstanding.
The following table summarizes, as of April
15, 2019, the outstanding restricted shares granted to our executive officers, directors and other individuals as a group.
Name
|
|
Restricted Shares Granted
|
|
|
Date of Grant
|
Other Individuals as a Group
|
|
|
*
|
|
|
January 1, 2010 to January 1, 2011
|
|
|
|
36,268,785
|
|
|
March 04, 2019
|
|
|
|
*
|
|
|
April 1, 2019 to April 15, 2019
|
Total
|
|
|
41,179,601
|
|
|
|
|
*
|
The aggregate number of common shares underlying the
outstanding restricted shares held by each of these individuals is less than 1% of our total outstanding shares.
|
The following table summarizes, as of April 15, 2019, the outstanding restricted share units granted to our executive officers, directors and other individuals as a group.
Name
|
|
Common Shares Underlying Restricted
Share Units Granted
|
|
|
Date of Grant
|
David Xueling Li
|
|
|
*
|
|
|
April 30, 2013
|
|
|
|
|
|
|
|
|
|
|
*
|
|
|
June 20, 2014
|
|
|
|
|
|
|
|
Peter Andrew Schloss
|
|
|
*
|
|
|
November 7, 2012
|
|
|
|
|
|
|
|
|
|
|
*
|
|
|
June 16, 2014
|
|
|
|
|
|
|
|
|
|
|
*
|
|
|
November 7, 2015
|
|
|
|
|
|
|
|
Richard Weidong Ji
|
|
|
*
|
|
|
May 23, 2013
|
|
|
|
|
|
|
|
|
|
|
*
|
|
|
June 16, 2014
|
|
|
|
|
|
|
|
David Tang
|
|
|
*
|
|
|
May 23, 2013
|
|
|
|
|
|
|
|
|
|
|
*
|
|
|
June 16, 2014
|
|
|
|
|
|
|
|
Rongjie Dong
|
|
|
*
|
|
|
April 30, 2013
|
|
|
|
|
|
|
|
|
|
|
*
|
|
|
July 19, 2013
|
|
|
|
|
|
|
|
|
|
|
*
|
|
|
June 20, 2014
|
|
|
|
|
|
|
|
|
|
|
*
|
|
|
June 30, 2015
|
|
|
|
|
|
|
|
Qin Liu
|
|
|
*
|
|
|
August 6, 2015
|
|
|
|
|
|
|
|
Ting Li
|
|
|
*
|
|
|
April 30, 2013
|
|
|
|
|
|
|
|
|
|
|
*
|
|
|
June 20, 2014
|
|
|
|
|
|
|
|
|
|
|
*
|
|
|
July 1, 2015
|
|
|
|
|
|
|
|
|
|
|
*
|
|
|
June 30, 2018
|
|
|
|
|
|
|
|
Bing Jin
|
|
|
*
|
|
|
August 2, 2017
|
|
|
|
|
|
|
|
Pengjun Lu
|
|
|
*
|
|
|
June 30, 2018
|
|
|
|
|
|
|
|
Other Individuals as a Group
|
|
|
31,076,488
|
|
|
January 1, 2011 to March 31, 2019
|
Total
|
|
|
37,392,578
|
|
|
|
|
*
|
The aggregate number of common shares underlying the
outstanding restricted share units, or RSUs, held by each of these individuals is less than 1% of our total outstanding shares.
|
In 2018, HUYA Inc. granted 4,183,685 and
10,000 restricted share unites to its employees and non-employees, respectively. As of April 15, 2019, a total of 4,267,885 restricted
share units of HUYA Inc. were granted and outstanding. Among the grantees, Rongjie Dong, the chief executive officer of HUYA Inc.,
was granted a certain amount of the restricted share units that are outstanding, which represent less than 1% of the total outstanding
shares of HUYA Inc.
Our board of directors currently consists
of five directors. A director is not required to hold any shares in our company to qualify to serve as a director. A director may
vote with respect to any contract, proposed contract, or arrangement in which he or she is materially interested. A director may
exercise all the powers of the company to borrow money, mortgage its business, property and uncalled capital, and issue debentures
or other securities whenever money is borrowed or as security for any obligation of the company or of any third party. See “Item
6. Directors, Senior Management and Employees—B. Compensation of Directors and Executive Officers” for a description
of the employment agreements we have entered into with our senior executive officers.
Committees of the Board of Directors
We have established an audit committee,
a compensation committee and a corporate governance and nominating committee under the board of directors. We have adopted a charter
for each of the three committees. Each committee’s members and functions are described below.
Audit Committee
.
Our
audit committee consists of Mr. Peter Andrew Schloss, Mr. David Tang and Mr. Richard Weidong Ji, and is chaired by Mr. Schloss.
We have determined that each of Mr. Schloss, Mr. Tang and Mr. Ji satisfies the “independence” requirements of Rule
5605(c)(2) of the Listing Rules of the Nasdaq Global Select Market and meet the independence standards under Rule 10A-3 under the
Securities Exchange Act of 1934, as amended. We have determined that Mr. Schloss qualifies as an “audit committee financial
expert.” The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements
of our company. The audit committee is responsible for, among other things:
|
·
|
selecting the independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted
to be performed by the independent registered public accounting firm;
|
|
·
|
reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s
response;
|
|
·
|
reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities
Act;
|
|
·
|
discussing the annual audited financial statements with management and the independent registered public accounting firm;
|
|
·
|
reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of any material
control deficiencies;
|
|
·
|
annually reviewing and reassessing the adequacy of our audit committee charter;
|
|
·
|
meeting separately and periodically with management and the independent registered public accounting firm; and
|
|
·
|
reporting regularly to the board.
|
Compensation Committee
.
Our compensation committee consists of Mr. David Xueling Li and Mr. David Tang, and is chaired by Mr. David Xueling Li. We have
determined that Mr. Tang satisfies the “independence” requirements of Rule 5605(c)(2) of the Listing Rules of the Nasdaq
Global Select Market. The compensation committee assists the board in reviewing and approving the compensation structure, including
all forms of compensation, relating to our directors and executive officers. Our directors may not be present at any committee
meeting during which their compensation is deliberated upon. The compensation committee is responsible for, among other things:
|
·
|
reviewing the total compensation package for our executive officers and making recommendations to the board with respect to
it;
|
|
·
|
approving and overseeing the total compensation package for our executives other than the three most senior executives;
|
|
·
|
reviewing the compensation of our directors and making recommendations to the board with respect to it;
|
|
·
|
periodically reviewing and approving any long-term incentive compensation or equity plans, programs or similar arrangements,
annual bonuses, and employee pension and welfare benefit plans; and
|
|
·
|
selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant
to that person’s independence from management.
|
Corporate Governance and Nominating
Committee
.
Our nominating committee consists of Mr. David Tang, Mr. Qin Liu and Mr. Peter Andrew Schloss, and is
chaired by Mr. Tang. We have determined that each of Mr. Tang and Mr. Schloss satisfies the “independence” requirements
of Rule 5605(c)(2) of the Listing Rules of the Nasdaq Global Select Market. The nominating committee assists the board in selecting
individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating
committee is responsible for, among other things:
|
·
|
recommending nominees to the board for election or re-election to the board, or for appointment to fill any vacancy on the
board;
|
|
·
|
reviewing annually with the board the current composition of the board with regards to characteristics such as independence,
age, skills, experience and availability of service to us;
|
|
·
|
selecting and recommending to the board the names of directors to serve as members of the audit committee and the compensation
committee, as well as of the nominating committee itself; and
|
|
·
|
monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our
procedures to ensure proper compliance.
|
Investment Committee
.
Our investment committee consists of Mr. Xueling Li and Mr. Qin Liu. The investment committee is responsible for negotiating and
determining the nature, timing, amount and other terms of an investment if such investment amount ranges from US$50 million to
US$200 million.
Duties of Directors
Under Cayman Islands law, our directors
owe fiduciary duties to our company including a duty of loyalty, a duty to act honestly, and a duty to act in what they consider
in good faith to be in our best interests. Our directors also have a duty to exercise the care and diligence that a reasonably
prudent person would exercise in comparable circumstances and a duty to exercise the skill they actually possess. It was previously
considered that a director need not exhibit in the performance of his duties a greater degree of skill than may reasonably be expected
from a person of his knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard
with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands. In fulfilling
their duty of care to us, our directors must ensure compliance with our memorandum and articles of association and the class rights
vested thereunder in the holders of the shares. Our company has the right to seek damages if a duty owed by our directors is breached.
In limited exceptional circumstances, a shareholder may have the right to seek damages in our name if a duty owed by our directors
is breached.
Terms of Directors and Officers
Our officers are elected by and serve at
the discretion of the board. Our directors are not subject to a term of office and hold office until such time as they are removed
from office by special resolution of all shareholders. A director will be removed from office automatically if, among other things,
the director (1) becomes bankrupt or makes any arrangement or composition with his creditors; or (2) dies or is found by our company
to be of unsound mind.
The following table sets forth the numbers
of our employees, categorized by function, as of December 31, 2018:
Functions
|
|
Number of Employees
|
|
Management
|
|
|
15
|
|
Customer services and operations
|
|
|
1,303
|
|
Engineering and maintenance
|
|
|
175
|
|
Research and development
|
|
|
2,197
|
|
Sales and marketing
|
|
|
231
|
|
General and administration
|
|
|
404
|
|
Total
|
|
|
4,325
|
|
We had a total of 3,355, 3,336 and 4,325
employees as of December 31, 2016, 2017 and 2018, respectively.
We have developed a corporate culture that
encourages initiative, technical superiority and self-development. In addition, we periodically evaluate our employees’ performance
and provide them with training sessions tailored to each job function to enhance performance and service quality.
As required by regulations in China, we
participate in various employee social security plans that are organized by municipal and provincial governments, including pension,
unemployment insurance, childbirth insurance, work-related injury insurance, medical insurance and housing insurance. We are required
under PRC law to make contributions to employee benefit plans at specified percentages of the salaries, bonuses and certain allowances
of our employees, up to a maximum amount specified by the local government from time to time. We believe that we maintain a good
working relationship with our employees and we have not experienced any significant labor disputes.
Class A Common Shares
As of April 15, 2019, we had
1,251,175,742 Class A common shares outstanding (excluding 45,926,302 outstanding restricted shares and treasury Class A
common shares held by entities controlled by us).
Class B Common Shares
As of April 15, 2019, we had 326,509,555
Class B common shares outstanding.
Beneficial Ownership
The following table sets forth information
concerning the beneficial ownership of our common shares as of April 15, 2019, by:
|
·
|
each of our directors and executive officers; and
|
|
·
|
each person known to us to beneficially own more than 5% of our common shares.
|
Beneficial ownership is determined in accordance
with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage
ownership of that person, we have included shares that the person has the right to acquire or that would become unrestricted shares
within 60 days after April 15, 2019, the most recent practicable date, including through the exercise of any option, warrant, or
other right or the conversion of any other security. These shares, however, are not included in the computation of the percentage
ownership of any other person.
The calculations in the table
below assume that there were 1,251,175,742 Class A common shares outstanding (excluding 45,926,302 outstanding restricted
shares and treasury Class A common shares held by entities controlled by us) and 326,509,555 Class B common shares as of
April 15, 2019.
|
|
Class A Common Shares
Beneficially Owned
(1)
|
|
|
Class B Common Shares
Beneficially Owned
(2)
|
|
|
Total Common Shares
Beneficially Owned
|
|
|
Total
Voting
Power
(5)
|
|
|
|
Number
|
|
|
%
|
|
|
Number
|
|
|
%
|
|
|
Number
(3)
|
|
|
%
(4)
|
|
|
%
|
|
Directors and Executive Officers:*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David Xueling Li
(6)
|
|
|
142,705,284
|
|
|
|
11.4
|
|
|
|
203,768,062
|
|
|
|
62.4
|
|
|
|
346,473,346
|
|
|
|
21.9
|
|
|
|
75.4
|
|
Qin Liu
|
|
|
**
|
|
|
|
**
|
|
|
|
-
|
|
|
|
-
|
|
|
|
**
|
|
|
|
**
|
|
|
|
**
|
|
Peter Andrew Schloss
|
|
|
**
|
|
|
|
**
|
|
|
|
-
|
|
|
|
-
|
|
|
|
**
|
|
|
|
**
|
|
|
|
**
|
|
Richard Weidong Ji
|
|
|
**
|
|
|
|
**
|
|
|
|
-
|
|
|
|
-
|
|
|
|
**
|
|
|
|
**
|
|
|
|
**
|
|
David Tang
|
|
|
**
|
|
|
|
**
|
|
|
|
-
|
|
|
|
-
|
|
|
|
**
|
|
|
|
**
|
|
|
|
**
|
|
Rongjie Dong
|
|
|
**
|
|
|
|
**
|
|
|
|
-
|
|
|
|
-
|
|
|
|
**
|
|
|
|
**
|
|
|
|
**
|
|
Bing Jin
|
|
|
**
|
|
|
|
**
|
|
|
|
-
|
|
|
|
-
|
|
|
|
**
|
|
|
|
**
|
|
|
|
**
|
|
Ting Li
|
|
|
**
|
|
|
|
**
|
|
|
|
-
|
|
|
|
-
|
|
|
|
**
|
|
|
|
**
|
|
|
|
**
|
|
Pengjun Lu
|
|
|
**
|
|
|
|
**
|
|
|
|
-
|
|
|
|
-
|
|
|
|
**
|
|
|
|
**
|
|
|
|
**
|
|
All directors and executive officers as a group
|
|
|
145,852,089
|
|
|
|
11.7
|
|
|
|
203,768,062
|
|
|
|
62.4
|
|
|
|
349,620,151
|
|
|
|
22.1
|
|
|
|
75.4
|
|
Principal Shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Top Brand Holdings Limited
(7)
|
|
|
-
|
|
|
|
-
|
|
|
|
122,741,483
|
|
|
|
37.6
|
|
|
|
122,741,483
|
|
|
|
7.8
|
|
|
|
-
|
|
YYME Limited
(8)
|
|
|
138,540,804
|
|
|
|
11.1
|
|
|
|
203,768,062
|
|
|
|
62.4
|
|
|
|
342,308,866
|
|
|
|
21.7
|
|
|
|
75.4
|
|
Notes:
|
*
|
Except for Mr. Peter Andrew Schloss, Mr. Richard Weidong
Ji, Mr. David Tang and Mr. Qin Liu, the business address of our directors and executive officers is c/o Building B-1, North Block
of Wanda Plaza No. 79 Wanbo Er Road Nancun Town, Panyu District, Guangzhou, 511442, PRC.
|
|
**
|
The aggregate number of common shares beneficially owned by each of these individuals is less than 1% of our total outstanding
shares.
|
|
(1)
|
For each person and group included in this column, percentage ownership is calculated by dividing the number of Class A
common shares beneficially owned by such person or group, including shares that such person or group has the right to
acquire within 60 days of
April 15, 2019, by the sum of (i) 1,251,175,742, which is the total number of Class A common shares
outstanding as of April 15, 2019 (excluding 45,926,302 outstanding restricted shares and treasury Class A common shares held
by entities controlled by us), and (ii) the number of Class A common shares that such person or group has the right to
acquire within 60 days after
April 15, 2019.
|
|
(2)
|
For each person and group
included in this column, percentage ownership is calculated by dividing the number of Class B common shares beneficially owned
by such person or group by 326,509,555, being the total number of Class B common shares outstanding as of April 15, 2019.
|
|
(3)
|
Represents the sum of Class A and Class B common shares beneficially owned by such
person or group.
|
|
(4)
|
For each person and group included in this column,
percentage ownership is calculated by dividing the number of total common shares beneficially owned by such person or group, by
the sum of the number of common shares outstanding and the number of common shares such person or group has the right to acquire
upon exercise of the stock options or warrants within 60 days after April 15, 2019.
|
|
(5)
|
For each person or group
included in this column, the percentage of total voting power represents voting power based on both Class A and Class B common
shares held by such person or group with respect to all of our outstanding Class A and Class B common shares as one class. Each
holder of Class A common shares is entitled to one vote per share. Each holder of our Class B common shares is entitled to ten
votes per share on all matters requiring a shareholders’ vote. Our Class B common shares are convertible at any time by
the holder into Class A common shares on a one-for-one basis, whereas Class A common shares are not convertible into Class B common
shares under any circumstances.
|
|
(6)
|
Representing (i) 138,540,804
Class A common shares and 199,448,382 Class B common shares held by YY One Limited, a British Virgin Islands company, (ii) 4,319,680
Class B common shares held by New Wales Holdings Limited, a British Virgin Islands company, and (iii) 4,164,480 Class A common
shares underlying options and restricted share units granted to Mr. David Xueling Li that have vested or will become vested within
60 days of April 15, 2019. Mr. David Xueling Li is the sole owner and director of YYME Limited. Each of YY One Limited and New
Wales Holdings Limited is wholly-owned by YYME Limited. In August 2016, Mr. Jun Lei, who beneficially owned 122,741,483 Class
B common shares as of April 15, 2019, delegated the voting rights of such shares to Mr. David Xueling Li.
|
|
(7)
|
Representing 122,741,483
Class B common held by Top Brand Holdings Limited, a BVI company wholly owned and controlled by Mr. Jun Lei. The voting rights
of such 122,741,483 Class B common were delegated to Mr. David Xueling Li in August 2016. The business address of Top Brand Holdings
Limited is c/o Jun Lei, 19E, Huating Jiayuan, No.6 of Middle Beisihuan Road, Chaoyang District, Beijing 100102, PRC.
|
|
(8)
|
Representing (i) 138,540,804 Class A common shares and 199,448,382 Class B common shares held by YY One Limited, a British
Virgin Islands company, and (ii) 4,319,680 Class B common shares held by New Wales Holdings Limited, a British Virgin Islands company.
Mr. David Xueling Li is the sole owner and director of YYME Limited. Each of YY One Limited and New Wales Holdings Limited is wholly
owned by YYME Limited. The business address of YYME Limited is c/o David Xueling Li, Building B-1, North Block of Wanda Plaza No.
79 Wanbo Er Road Nancun Town, Panyu District, Guangzhou, 511442, PRC.
|
As of April 15, 2019, 1,577,685,297
of our common shares were issued and outstanding, including 326,509,555 Class B common shares and 1,251,175,742 Class A
common shares (excluding 45,926,302 outstanding restricted shares and treasury Class A common shares held by entities
controlled by us). Based on a review of the register of members maintained by our Cayman Islands corporate administrator, we
believe that as of April 15, 2019, none of our total outstanding shares were held by record holder in the United States; The
number of beneficial owners of our ADSs in the United States is likely to be much larger than the number of record holders of
our common shares in the United States. None of our existing shareholders have different voting rights from other
shareholders in the same class. See “Item 6. Directors, Senior Management and Employees—B. Compensation of
Directors and Executive Officers—Employee Agreements” for a description of the employment agreements we have
entered into with our senior executive officers.
Our common shares are divided into Class
A common shares and Class B common shares. Holders of Class A common shares are entitled to one vote per share, while holders of
Class B common shares are entitled to ten votes per share. We are not aware of any arrangement that may, at a subsequent date,
result in a change of control of our company.
|
ITEM 7.
|
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
|
Please refer to “Item 6. Directors,
Senior Management and Employees—E. Share Ownership.”
|
B.
|
Related Party Transactions
|
Contractual Arrangements
The PRC government extensively regulates
foreign ownership of, and the licensing and permit requirements pertaining to, companies that provide internet-based services such
as our platforms. To comply with these restrictions, we conduct our operations primarily through Beijing Huanju Shidai’s
contractual arrangements with Beijing Tuda, Guangzhou Huaduo and their respective shareholders. As to Bilin business, there is
also a similar contractual arrangement among Bilin Changxiang, Bilin Online and its shareholders. Similarly, we operate Huya platform
through contractual arrangement among Huya Technology, Guangzhou Huya and its shareholders. Furthermore, we operate Bigo platform
through contractual arrangement among BaiGuoYuan Technology, Guangzhou BaiGuoYuan and its shareholders.
Contractual Arrangements with Beijing
Tuda
The following is a summary of the currently
effective contracts among our subsidiary, Beijing Huanju Shidai, our PRC consolidated affiliated entity, Beijing Tuda, and the
shareholders of Beijing Tuda.
Agreements that transfer economic benefits
to us
Exclusive Business Cooperation
Agreement
Under the exclusive business cooperation
agreement between Beijing Huanju Shidai and Beijing Tuda, as amended, Beijing Huanju Shidai has the exclusive right to provide
to Beijing Tuda technology support, business support and consulting services related to Beijing Tuda’s business, the scope
of which is to be determined by Beijing Huanju Shidai from time to time. Beijing Huanju Shidai owns the exclusive intellectual
property rights created as a result of the performance of this agreement. The service fee payable by Beijing Tuda to Beijing Huanju
Shidai is up to 100% of the net profit of Beijing Tuda, and the timing and amount of the fee payments shall be determined at the
sole discretion of Beijing Huanju Shidai. The term of this agreement will expire in 2039 and may be extended with Beijing Huanju
Shidai’s written confirmation prior to the expiration date. Beijing Huanju Shidai has sole discretion to terminate the agreement
at any time by providing 30 days’ prior written notice to Beijing Tuda, while neither Beijing Tuda nor its shareholders are
entitled to terminate the agreement.
Exclusive Technology Support and
Technology Services Agreement
Under the exclusive technology support and
technology services agreement between Beijing Huanju Shidai and Beijing Tuda, as amended, Beijing Huanju Shidai has the exclusive
right to provide to Beijing Tuda technology support and technology services related to all technologies needed for its business.
Beijing Huanju Shidai owns the exclusive intellectual property rights created as a result of the performance of this agreement.
The service fee payable by Beijing Tuda to Beijing Huanju Shidai is 10% of Beijing Tuda’s gross revenues. The term of this
agreement will expire in 2029 and may be extended with Beijing Huanju Shidai’s written confirmation prior to the expiration
date. Beijing Huanju Shidai has sole discretion to terminate the agreement at any time by providing 30 days’ prior written
notice to Beijing Tuda, while neither Beijing Tuda nor its shareholders are entitled to terminate the agreement.
Agreements that provide us effective
control over Beijing Tuda
Powers of Attorney
Under the irrevocable powers of attorney
executed by each shareholder of Beijing Tuda, each such shareholder appointed Beijing Huanju Shidai as its attorney-in-fact to
exercise such shareholders’ rights in Beijing Tuda, including, without limitation, the power to vote on its behalf on all
matters of Beijing Tuda requiring shareholder approval under PRC laws and regulations and the articles of association of Beijing
Tuda. Each power of attorney will remain in force until the shareholder ceases to hold any equity interest in Beijing Tuda.
Exclusive Option Agreement
Under the exclusive option agreement between
Beijing Huanju Shidai, each of the shareholders of Beijing Tuda and Beijing Tuda, each of the shareholders irrevocably granted
Beijing Huanju Shidai or its designated representative(s) an exclusive option to purchase, to the extent permitted under PRC law,
all or part of his or its equity interests in Beijing Tuda. Beijing Huanju Shidai or its designated representative(s) have sole
discretion as to when to exercise such options, either in part or in full. Without Beijing Huanju Shidai’s prior written
consent, Beijing Tuda’s shareholders shall not sell, transfer, mortgage or otherwise dispose their equity interests in Beijing
Tuda. The term of this agreement is ten years and may be extended at Beijing Huanju Shidai’s sole discretion.
Equity Interest Pledge Agreement
Under the equity interest pledge agreement
between Beijing Huanju Shidai and the shareholders of Beijing Tuda, the shareholders of Beijing Tuda have pledged all of their
equity interests in Beijing Tuda to Beijing Huanju Shidai to guarantee the performance by Beijing Tuda and its shareholders’
performance of their respective obligations under the exclusive business cooperation agreement, exclusive option agreement, exclusive
technology support and technology services agreement and powers of attorney. If Beijing Tuda or its shareholders breach their contractual
obligations under those agreements, Beijing Huanju Shidai, as the pledgee, will be entitled to certain rights, including the right
to sell the pledged equity interests. This pledge became effective on the date the pledged equity interests were registered with
the competent administration for industry and commerce and will remain effective until the pledgors are no longer the shareholders
of Beijing Tuda.
Contractual Arrangements with Guangzhou
Huaduo
In 2018, we received service fees of RMB313.1
million (US$45.5 million) from Guangzhou Huaduo. The following is a summary of the currently effective contracts among Beijing
Huanju Shidai, Guangzhou Huaduo and the shareholders of Guangzhou Huaduo.
Agreements that transfer economic benefits
to us
Exclusive Business Cooperation
Agreement
Under the exclusive business cooperation
agreement between Beijing Huanju Shidai and Guangzhou Huaduo, as amended, Beijing Huanju Shidai has the exclusive right to provide
to Guangzhou Huaduo technology support, business support and consulting services related to Guangzhou Huaduo’s business,
the scope of which is to be determined by Beijing Huanju Shidai from time to time. Beijing Huanju Shidai owns the exclusive intellectual
property rights created as a result of the performance of this agreement. The service fee payable by Guangzhou Huaduo to Beijing
Huanju Shidai is up to 100% of the net profit of Guangzhou Huaduo, and the timing and amount of the fee payments will be determined
at the sole discretion of Beijing Huanju Shidai. The term of this agreement will expire in 2038 and may be extended with Beijing
Huanju Shidai’s written confirmation prior to the expiration date. Beijing Huanju Shidai has sole discretion to terminate
the agreement at any time by providing 30 days’ prior written notice to Guangzhou Huaduo, while neither Guangzhou Huaduo
nor its shareholders are entitled to terminate the agreement.
Exclusive Technology Support and
Technology Services Agreement
Under the exclusive technology support and
technology services agreement between Beijing Huanju Shidai and Guangzhou Huaduo, as amended, Beijing Huanju Shidai has the exclusive
right to provide to Guangzhou Huaduo technology support and technology services related to all technologies needed for its business.
Beijing Huanju Shidai owns the exclusive intellectual property rights created as a result of the performance of this agreement.
The service fee payable by Guangzhou Huaduo to Beijing Huanju Shidai is 10% of Guangzhou Huaduo’s gross revenues. The term
of this agreement will expire in 2028 and may be extended with Beijing Huanju Shidai’s written confirmation prior to the
expiration date. Beijing Huanju Shidai has sole discretion to terminate the agreement at any time by providing 30 days’ prior
written notice to Guangzhou Huaduo, while neither Guangzhou Huaduo nor its shareholders are entitled to terminate the agreement.
Agreements that provide us effective
control over Guangzhou Huaduo
Powers of Attorney
Under the irrevocable powers of attorney
executed by each shareholder of Guangzhou Huaduo, each such shareholder appointed Beijing Huanju Shidai as its attorney-in-fact
to exercise such shareholders’ rights in Guangzhou Huaduo, including, without limitation, the power to vote on its behalf
on all matters of Guangzhou Huaduo requiring shareholder approval under PRC laws and regulations and the articles of association
of Guangzhou Huaduo. Each power of attorney will remain in force until the shareholder ceases to hold any equity interest in Guangzhou
Huaduo.
Exclusive Option Agreement
Under the exclusive option agreement between
Beijing Huanju Shidai, each of the shareholders of Guangzhou Huaduo and Guangzhou Huaduo, each of the shareholders irrevocably
granted Beijing Huanju Shidai or its designated representative(s) an exclusive option to purchase, to the extent permitted under
PRC law, all or part of his or its equity interests in Guangzhou Huaduo. Beijing Huanju Shidai or its designated representative(s)
have sole discretion as to when to exercise such options, either in part or in full. Without Beijing Huanju Shidai’s prior
written consent, Guangzhou Huaduo’s shareholders shall not sell, transfer, mortgage or otherwise dispose their equity interests
in Guangzhou Huaduo. The term of this agreement is ten years and may be extended at Beijing Huanju Shidai’s sole discretion.
Equity Interest Pledge Agreement
Under the equity interest pledge agreement
between Beijing Huanju Shidai and the shareholders of Guangzhou Huaduo, the shareholders of Guangzhou Huaduo have pledged all of
their equity interests in Guangzhou Huaduo to Beijing Huanju Shidai to guarantee the performance by Guangzhou Huaduo and its shareholders’
performance of their respective obligations under the exclusive business cooperation agreement, exclusive option agreement, exclusive
technology support and technology services agreement and powers of attorney. If Guangzhou Huaduo and/or its shareholders breach
their contractual obligations under those agreements, Beijing Huanju Shidai, as the pledgee, will be entitled to certain rights,
including the right to sell the pledged equity interests. The pledge became effective on the date the pledged equity interests
were registered with the competent administration for industry and commerce and will remain effective until the pledgors are no
longer the shareholders of Guangzhou Huaduo.
Contractual Arrangements with Bilin Online
In August 2015, we acquired Bilin
business, a mobile instant communication application and its relevant business line, by purchasing 55.05% of the equity
interests in its holding company BiLin Cayman. In March 2018, we acquired the rest 44.95% of the equity interests in BiLin
Cayman. The Bilin entities had a complete VIE structure. Upon the consummation of the acquisition, Bilin Changxiang, Bilin
Online and its shareholder entered into a series of agreements, which is similar to the contractual arrangements with Beijing
Tuda and Guangzhou Huaduo, to reestablish the VIE structure. The agreements and related instruments include an Exclusive
Business Cooperation Agreement, a Powers of Attorney, an Exclusive Option Agreement, an Exclusive Assets Purchase Agreement,
and an Equity Interest Pledge Agreement. This arrangement ensures the transfer of economic benefits to us, and our effective
control over Bilin Online. In 2018, we received service fees of RMB11.0 million (US$1.6 million) from Bilin Online.
Contractual Arrangements with Guangzhou
Huya
In 2018, we received service fees of RMB420.2
million (US$61.1 million) from Guangzhou Huya. The following is a summary of the currently effective contracts among our subsidiary,
Huya Technology, our PRC consolidated affiliated entity, Guangzhou Huya, and the shareholders of Guangzhou Huya.
Agreements that transfer economic benefits
to us
Exclusive Business Cooperation
Agreement
On July 10, 2017, Huya Technology, Guangzhou
Huya, and the shareholders of Guangzhou Huya entered into an exclusive business cooperation agreement. Under the exclusive business
cooperation agreement, Huya Technology has the exclusive right to provide Guangzhou Huya with technology support, business support
and consulting services related to Guangzhou Huya’s business, the scope of which is to be determined by Huya Technology from
time to time. Huya Technology owns the exclusive intellectual property rights created as a result of the performance of this agreement.
The timing and amount of the service fee payments shall be determined at the sole discretion of Huya Technology. The term of this
agreement is ten years from the execution date of this agreement and will be automatically extended for another ten years, unless
otherwise agreed upon by Huya Technology and Guangzhou Huya.
Agreements that provide us effective
control over Guangzhou Huya
Shareholder Voting Rights Proxy
Agreement
On July 10, 2017, Huya Technology, Guangzhou
Huya, and the shareholders of Guangzhou Huya entered into a voting rights proxy agreement. Under the voting rights proxy agreement,
each of the shareholders of Guangzhou Huya irrevocably executed a power of attorney and appointed Huya Technology as its attorney-in-fact
to exercise such shareholders’ rights in Guangzhou Huya, including, without limitation, the power to vote on its behalf on
all matters of Guangzhou Huya requiring shareholder approval under PRC laws and regulations and the articles of association of
Guangzhou Huya and rights to information relating to all business aspects of Guangzhou Huya. The term of this agreement is ten
years from the execution date of this agreement and will be automatically extended for one more year indefinitely. Huya Technology
has sole discretion to terminate the agreement at any time by providing 30 days’ prior written notice to Guangzhou Huya.
Equity Interest Pledge Agreement
On July 10, 2017, Huya Technology,
Guangzhou Huya and the shareholders of Guangzhou Huya entered into an equity interest pledge agreement. Pursuant to the
equity interest pledge agreement, the shareholders of Guangzhou Huya have pledged all of their equity interests in Guangzhou
Huya to Huya Technology to guarantee the performance by Guangzhou Huya and its shareholders’ performance of their
respective obligations under the exclusive business cooperation agreement, exclusive option agreement and voting rights proxy
agreement. If Guangzhou Huya or its shareholders breach their contractual obligations under those agreements, Huya
Technology, as the pledgee, will be entitled to certain rights, including the right to sell the pledged equity interests.
This pledge will become effective on the date the pledged equity interests are registered with the competent administration
for industry and commerce and will remain effective until the pledgors are no longer the shareholders of Guangzhou Huya. We
registered the pledged equity interests with the competent administration for industry and commerce on August 25, 2017.
Agreement that provide us with the option
to purchase the equity interests in Guangzhou Huya
Exclusive Option Agreement
On July 10, 2017, Huya Technology, Guangzhou
Huya, and the shareholders of Guangzhou Huya entered into an exclusive option agreement. Under the exclusive option agreement,
each of the shareholders irrevocably granted Huya Technology or its designated representatives an exclusive option to purchase,
to the extent permitted under PRC law, all or part of his or its equity interests in Guangzhou Huya. Huya Technology or its designated
representatives have sole discretion as to when to exercise such options, either in part or in full. Without Huya Technology’s
prior written consent, Guangzhou Huya’s shareholders shall not sell, transfer, mortgage or otherwise dispose their equity
interests in Guangzhou Huya. The term of this agreement is ten years and may be extended at Huya Technology’s sole discretion.
Contractual Arrangements with Guangzhou
BaiGuoYuan
The following is a summary of the currently
effective contracts among our subsidiary, Guangzhou BaiGuoYuan Information Technology Co., Ltd., or BaiGuoYuan Technology, our
PRC consolidated affiliated entity, Guangzhou BaiGuoYuan Network Technology Co., Ltd., or Guangzhou BaiGuoYuan, and the shareholders
of Guangzhou BaiGuoYuan.
Agreements that transfer economic benefits
to us
Exclusive Business Cooperation
Agreement
In 2017, BaiGuoYuan Technology and Guangzhou
BaiGuoYuan, entered into an exclusive business cooperation agreement. Under the exclusive business cooperation agreement, BaiGuoYuan
Technology has the exclusive right to provide Guangzhou BaiGuoYuan with technology support, business support and consulting services
related to Guangzhou BaiGuoYuan’s business, the scope of which is to be determined by BaiGuoYuan Technology from time to
time. BaiGuoYuan Technology owns the exclusive intellectual property rights created as a result of the performance of this agreement.
The service fee payable by Guangzhou BaiGuoYuan to BaiGuoYuan Technology shall be paid quarterly, and the amount is up to 100%
of the quarterly net profit of Guangzhou BaiGuoYuan. The term of this agreement is in perpetuity from the execution date of this
agreement, unless otherwise decided by BaiGuoYuan Technology.
Agreements that provide us effective
control over Guangzhou BaiGuoYuan
Shareholder Voting Rights Proxy
Agreement
In 2017, BaiGuoYuan Technology, Guangzhou
BaiGuoYuan, and the shareholders of Guangzhou BaiGuoYuan entered into a voting rights proxy agreement. Under the voting rights
proxy agreement, each of the shareholders of Guangzhou BaiGuoYuan irrevocably executed a power of attorney and appointed BaiGuoYuan
Technology or its designated representatives as its attorney-in-fact to exercise such shareholders’ rights in Guangzhou BaiGuoYuan,
including, without limitation, the power to vote on its behalf on all matters of Guangzhou BaiGuoYuan requiring shareholder approval
under PRC laws and regulations and the articles of association of Guangzhou BaiGuoYuan and rights to information relating to all
business aspects of Guangzhou BaiGuoYuan. The term of this agreement is in perpetuity from the execution date of this agreement,
unless otherwise agreed upon by BaiGuoYuan Technology, Guangzhou BaiGuoYuan, and the shareholders of Guangzhou BaiGuoYuan.
Equity Interest Pledge Agreement
BaiGuoYuan Technology, Guangzhou
BaiGuoYuan and the each of the shareholders of Guangzhou BaiGuoYuan entered into an equity interest pledge agreement.
Pursuant to the equity interest pledge agreement, the shareholders of Guangzhou BaiGuoYuan have pledged all of their equity
interests in Guangzhou BaiGuoYuan to BaiGuoYuan Technology to guarantee the performance by Guangzhou BaiGuoYuan and its
shareholders’ performance of their respective obligations under the exclusive business cooperation agreement, exclusive
option agreement and voting rights proxy agreement. If Guangzhou BaiGuoYuan or its shareholders breach their contractual
obligations under those agreements, BaiGuoYuan Technology, as the pledgee, will be entitled to certain rights, including the
right to sell the pledged equity interests. This pledge will become effective on the date the pledged equity interests are
registered with the competent administration for industry and commerce and will remain effective until the pledgors are no
longer the shareholders of Guangzhou BaiGuoYuan. We registered the pledged equity interests with the competent administration
for industry and commerce on January 19, 2016.
Agreement that provide us with the option
to purchase the equity interests in Guangzhou BaiGuoYuan
Exclusive Option Agreement
In 2017, BaiGuoYuan Technology, Guangzhou
BaiGuoYuan, and each of the shareholders of Guangzhou BaiGuoYuan entered into an exclusive option agreement. Under the exclusive
option agreement, each of the shareholders irrevocably granted BaiGuoYuan Technology or its designated representatives an exclusive
option to purchase, to the extent permitted under PRC law, all or part of his or its equity interests in Guangzhou BaiGuoYuan.
BaiGuoYuan Technology or its designated representatives have sole discretion as to when to exercise such options, either in part
or in full. Without BaiGuoYuan Technology’s prior written consent, Guangzhou BaiGuoYuan’s shareholders shall not sell,
transfer, mortgage or otherwise dispose their equity interests in Guangzhou BaiGuoYuan. The term of this agreement is in perpetuity
from the execution date of this agreement. BaiGuoYuan Technology has sole discretion to terminate the agreement at any time by
providing 30 days’ prior written notice to Guangzhou BaiGuoYuan and its shareholders.
Contractual Arrangements with Sanrenxing
The following is a summary of the currently
effective contracts among our subsidiary, Guangzhou 100-Education Technology Co., Ltd., or 100-Education Technology, our PRC consolidated
affiliated entity, Guangzhou Sanrenxing 100-Education Technology Co., Ltd., or Sanrenxing, and the shareholders of Sanrenxing.
Agreements that transfer economic benefits
to us
Exclusive Business Cooperation
Agreement
On October 17, 2018, 100-Education Technology
and Sanrenxing, entered into an exclusive business cooperation agreement. Under the exclusive business cooperation agreement, 100-Education
Technology has the exclusive right to provide Sanrenxing with technology support, consulting services and other services related
to Sanrenxing’s business. 100-Education Technology owns the exclusive intellectual property rights created as a result of
the performance of this agreement. The service fee payable by Sanrenxing to 100-Education Technology shall be paid annually, and
the amount shall be determined at the sole discretion of 100-Education Technology. The term of this agreement is thirty years from
the execution date of this agreement and will be automatically extended for thirty more years, unless 100-Education Technology
agrees terminating of this agreement prior to the expiration.
Agreements that provide us effective
control over Sanrenxing
Shareholder Voting Rights Proxy
Agreement
On October 17, 2018, 100-Education Technology,
Sanrenxing, and the shareholders of Sanrenxing entered into a voting rights proxy agreement. Under the voting rights proxy agreements,
each of the shareholders of Sanrenxing irrevocably executed a power of attorney and appointed 100-Education Technology or its designated
representatives as its attorney-in-fact to exercise such shareholders’ rights in Sanrenxing, including, without limitation,
the power to vote on its behalf on all matters of Sanrenxing requiring shareholder approval under PRC laws and regulations and
the articles of association of Sanrenxing and rights to information relating to all business aspects of Sanrenxing. The term of
this agreement is thirty years from the execution date of this agreement and will be automatically extended for one more year,
unless 100-Education Technology agrees terminating of this agreement with thirty days prior notice.
Equity Interest Pledge Agreement
On October 17, 2018, 100-Education Technology,
Sanrenxing, and the shareholders of Sanrenxing entered into an equity interest pledge agreement. Pursuant to the equity interest
pledge agreements, the shareholders of Sanrenxing have pledged all of their equity interests in Sanrenxing to 100-Education Technology
to guarantee the performance by Sanrenxing and its shareholders’ performance of their respective obligations under the exclusive
business cooperation agreement, exclusive option agreement, voting rights proxy agreement and power of attorney. If Sanrenxing
or its shareholders breach their contractual obligations under those agreements, 100-Education Technology, as the pledgee, will
be entitled to certain rights, including the right to sell the pledged equity interests. This pledge will become effective on the
date the pledged equity interests are registered with the competent administration for industry and commerce and will remain effective
until all the contractual obligations have been fulfilled and all the secured debts have been paid up. We registered the pledged
equity interests with the competent administration for industry and commerce on February 19, 2019.
Agreement that provide us with the option
to purchase the equity interests in Sanrenxing
Exclusive Option Agreement
On October 17, 2018, 100-Education Technology,
Sanrenxing, and the shareholders of Sanrenxing entered into an exclusive option agreement. Under the exclusive option agreements,
each of the shareholders irrevocably granted 100-Education Technology or its designated representatives an exclusive option to
purchase, to the extent permitted under PRC law, all or part of his or its equity interests in Sanrenxing. 100-Education Technology
or its designated representatives have sole discretion as to when to exercise such options, either in part or in full. Without
100-Education Technology’s prior written consent, Sanrenxing’s shareholders shall not sell, transfer, mortgage or otherwise
dispose their equity interests in Sanrenxing. This agreement becomes effective on the date of the execution of this agreement,
and will be terminated when all the shares held by the shareholders of Sanrenxing or all the assets of Sanrenxing have been transferred
to 100-Education Technology or its designated person.
Transactions with Affiliates
Guangzhou Huaduo holds 36% equity interest
in Zhuhai Daren. Guangzhou Huaduo and Zhuhai Daren had entered into a series of cooperation agreements, under which Guangzhou Huaduo
and Zhuhai Daren agreed to cooperate with respect to the operation of certain online games developed by Zhuhai Daren. In the years
ended December 31, 2016, 2017 and 2018, the aggregate online game revenues shared from Zhuhai Daren was RMB29.7 million, RMB30.5
million and RMB21.8 million (US$3.2 million), respectively.
In 2010 and 2011, Guangzhou Huaduo and Guangzhou
Sunhongs Corp., Ltd (formerly named as Guangzhou Shanghang Information Technical Co., Ltd.), or Guangzhou Sunhongs, entered into
certain server co-location agreements, under which Guangzhou Sunhongs provides Guangzhou Huaduo with bandwidth and server co-location
services in different cities in China. In addition, Guangzhou Huaduo and Guangzhou Sunhongs entered into two content delivery network
acceleration service agreements, under which Guangzhou Sunhongs provides content delivery network acceleration services to Guangzhou
Huaduo. Guangzhou Sunhongs is 19.5% owned by Mr. Jun Lei, our major shareholder and 5.1% owned by Shanghai Yilian, respectively.
In the years ended December 31, 2016, 2017 and 2018, the bandwidth service that Guangzhou Huaduo received from Guangzhou Sunhongs
amounted to RMB96.2 million, RMB92.1 million and RMB103.4 million (US$15.0 million), respectively.
In November 2013 and March 2014, Guangzhou
Huaduo invested RMB7.0 million and RMB15.0 million respectively, in Guangzhou Kuyou Information Technology Co., Ltd., or Guangzhou
Kuyou, subsequent to which, Guangzhou Huaduo held 20% equity interest in Guangzhou Kuyou. In 2014, Guangzhou Huaduo and Guangzhou
Kuyou entered into a series of cooperation agreements, under which Guangzhou Huaduo and Guangzhou Kuyou agreed to cooperate with
respect to the exclusive operation of certain online games developed by Guangzhou Kuyou. Guangzhou Huaduo and Shanghai Jiazuo Internet
and Technology Co., Ltd., or Shanghai Jiazuo, which is the wholly owned subsidiary of Guangzhou Kuyou, entered into similar series
of cooperation agreements in 2015. The percentage of equity interest held by Guangzhou Huaduo in Guangzhou Kuyou was diluted to
12.3% as of December 31, 2018, due to the options granted by Guangzhou Kuyou to its management and employees and capital injection
from an independent third party. The aggregate online game revenues shared from Guangzhou Kuyou and Shanghai Jiazuo was RMB57.0
million, RMB25.6 million and RMB5.0 million (US$0.7 million) in 2016, 2017 and 2018, respectively.
In October 2014, we entered into an agreement
to inject our free voice-over IP service, Weihui, into Bigo Inc. or Bigo, a company set up and which was then controlled by Mr.
David Xueling Li. Following three series of capital injection from other investors of Bigo in 2015, 2017 and 2018, including Mr.
Li, we retained a 31.7% ownership stake in Bigo. In March 2019, we completed the acquisition of the remaining 68.3% equity interest
in Bigo from the other shareholders of Bigo, and Bigo became our wholly owned subsidiary. We had paid daily operating expenses
of RMB53.6 million, 28.4 million and RMB15.0 million (US$2.2 million) on behalf of Bigo in 2016, 2017 and 2018, respectively. Bigo
borrowed RMB25.0 and RMB188.0 million from Guangzhou Huaduo in 2016 and 2018, respectively. As of December 31, 2018, we recorded
amounts due from Bigo of RMB191.8 million (US$27.9 million).
See Note 28 to our financial statements
for further information about our related party transactions.
Employment Agreements
See “Item 6. Directors, Senior Management
and Employees—B. Compensation of Directors and Executive Officers—Employee Agreements” for a description of the
employment agreements we have entered into with our senior executive officers.
Share Incentives
See “Item 6. Directors, Senior Management
and Employees—B. Compensation of Directors and Executive Officers” for a description of share-based compensation awards
we have granted to our directors, officers and other individuals as a group.
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C.
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Interests of Experts and Counsel
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Not applicable.
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ITEM 8.
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FINANCIAL INFORMATION
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A.
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Consolidated Statements and Other Financial Information
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See “Item 18. Financial Statements.”
Legal Proceedings
Guangzhou NetEase Computer System Co., Ltd.
has initiated a lawsuit against us in Guangzhou in October 2014, claiming infringement of its rights of reproduction concerning
the online game of
Fantasy Westward Journey
in an amount of RMB100 million. In 2017, Guangzhou Intellectual Property Court
ordered us to compensate NetEase in an amount of RMB20.0 million. This judgment is not final and has been appealed to the appellate
court. The appellate court held a trial in April 2018 but has not yet entered a judgement. Although we believe that the claim is
unjustified and commercially motivated, if the final outcome of the proceeding is unfavorable to us, we may suffer considerable
damage to our financial position and reputation.
In April 2015, we initiated a litigation
on antitrust and unfair competition against Guangzhou NetEase Computer System Co., Ltd. in the amount of RMB10 million. In September
2015, we initiated three actions against three game commentators who have breached their exclusive live broadcasting obligations
owed to us, each in an amount of RMB15 million.
Apart from the aforesaid lawsuits, we are
not currently a party to any pending material litigation or other material legal proceeding and are not aware of any pending or
threatened litigation or other legal proceeding that may have a material adverse impact on our business or operations. However,
we may be subject to various legal proceedings and claims that are incidental to our ordinary course of business. Regardless of
the outcome, legal or administrative proceedings or claims may have an adverse impact on us because of defense and settlement costs,
diversion of management attention and other factors.
Dividend Policy
We have not paid dividend in the past and
do not have any present plan to pay any dividend in the foreseeable future. We currently intend to retain most, if not all, of
our available funds and any future earnings to operate and expand our business.
We are a holding company incorporated in
the Cayman Islands. We may receive dividends from our PRC subsidiary for our cash requirements, including any payment of dividends
to our shareholders. PRC regulations may restrict the ability of our PRC subsidiary to pay dividends to us. See “Item 3.
Key information—D. Risk Factors—Risks Related to Our Corporate Structure and Our Industry—Our PRC subsidiaries
and PRC consolidated affiliated entities are subject to restrictions on paying dividends or making other payments to us, which
may restrict our ability to satisfy our liquidity requirements” and “Item 4. Information on the Company—B. Business
Overview—PRC Regulation—Regulation of Foreign Currency Exchange and Dividend Distribution.”
Our board of directors has complete discretion
on whether to distribute dividends, subject to the approval of our shareholders. Even if our board of directors decides to pay
dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus,
general financial condition, contractual restrictions and other factors that the board of directors may deem relevant. If we pay
any dividends, we will pay our ADS holders to the same extent as holders of our Class A common shares, subject to the terms of
the deposit agreement, including the fees and expenses payable thereunder. See “Item 12. Description of Securities Other
than Equity Securities—D. American Depositary Shares.” Cash dividends on our Class A common shares, if any, will be
paid in U.S. dollars.
Except as disclosed elsewhere in this annual
report, we have not experienced any significant changes since the date of our audited consolidated financial statements included
in this annual report.
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ITEM 9.
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THE OFFER AND LISTING
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A.
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Offering and Listing Details
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See “—C. Markets” and
“Item 12. Description of Securities other than Equity Securities—D. American Depositary Shares.” We have a dual-class
common share structure in which Class A common shares have different voting rights from Class B common shares. Class B common shares
are each entitled to ten votes, whereas Class A common shares are each entitled to one vote. See “Item 3. Key Information—D.
Risk Factors—Risks Related to Our ADSs—Our dual class common share structure with different voting rights will limit
your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders
of our Class A common shares and ADSs may view as beneficial.”
Not applicable.
Our ADSs, each representing twenty Class
A common shares, have been listed on the Nasdaq Global Select Market since November 21, 2012 and trade under the symbol “YY.”
Not applicable.
Not applicable.
Not applicable.
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ITEM 10.
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ADDITIONAL INFORMATION
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Not applicable.
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B.
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Memorandum and Articles of Association
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We are a Cayman Islands company and our
affairs are governed by our memorandum and articles of association and the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated
and revised) of the Cayman Islands, referred to as the Companies Law below. The following are summaries of certain provisions of
our memorandum and articles of association in effect as of the date of this annual report insofar as they relate to the material
terms of our common shares.
Registered Office and Objects
Our registered office in the Cayman Islands
is located at Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KYI-1111, Cayman
Islands. The memorandum of association provides, inter alia, that the liability of the members of our company is limited to the
amount, if any, for the time being unpaid on the common shares. The objects for which our company is established are unrestricted
(including acting as an investment company), and we shall have and be capable of exercising all the functions of a natural person
of full capacity irrespective of corporate benefit, as provided in Section 27(2) of the Companies Law and in view of the fact that
we are an exempted Company, we will not trade in the Cayman Islands with any person, firm or corporation except in furtherance
of our business carried on outside the Cayman Islands.
Board of Directors
See “Item 6. Directors, Senior Management
and Employees—C. Board Practices—Duties of Directors” and “—Terms of Directors and Officers.”
Common Shares
General
Our common shares are divided into Class
A common shares and Class B common shares. Holders of Class A common shares and Class B common shares will have the same rights
except for voting and conversion rights. The holders of ADSs will not be treated as our shareholders and will be required to surrender
their ADSs for cancellation and withdrawal from the depositary facility in which the Class A common shares are held in accordance
with the provisions of the deposit agreement in order to exercise shareholders’ rights in respect of the Class A common shares.
The depositary will agree, so far as it is practical, to vote or cause to be voted the amount of underlying Class A common shares
represented by ADSs in accordance with the non-discretionary written instructions of the holders of such ADSs.
All of our outstanding common shares are
fully paid and non-assessable. Certificates representing our common shares are issued in the registered form. Our shareholders
who are non-residents of the Cayman Islands may freely hold and vote their common shares.
Meetings
Shareholders’ meetings may be convened
by a majority of our board of directors or the chairman. Advance notice in writing of at least ten clear days is required for the
convening of our annual general meeting and any other general meeting of our shareholders. A quorum required for a meeting of shareholders
consists of at least one or more shareholders present in person or by proxy, or (in the case of a shareholder being a corporation)
by its duly authorized representative representing not less than one-third in nominal value of the total issued voting shares in
our company present throughout the meeting.
Notwithstanding that a meeting is called
by shorter notice than that mentioned above, but, subject to the Companies Law, it will be deemed to have been duly called, if
it is so agreed (a) in the case of a meeting called as an annual general meeting by all of our shareholders entitled to attend
and vote at the meeting; and (b) in the case of any other meeting, by a majority in number of the shareholders having the right
to attend and vote at the meeting, being a majority together holding not less than 95% in nominal value of the issued shares giving
that right.
No business other than the appointment of
a chairman may be transacted at any general meeting unless a quorum is present at the commencement of business. However, the absence
of a quorum will not preclude the appointment of a chairman. If present, the chairman of our board of directors shall be the chairman
presiding at any shareholders’ meetings.
A corporation being a shareholder shall
be deemed for the purpose of our articles of association to be present in person if represented by its duly authorized representative
being the person appointed by resolution of the directors or other governing body of such corporation to act as its representative
at the relevant general meeting or at any relevant general meeting of any class of our shareholders. Such duly authorized representative
shall be entitled to exercise the same powers on behalf of the corporation that he represents as that corporation could exercise
if it were our individual shareholder.
The quorum for a separate general meeting
of the holders of a separate class of shares is described in “—Modification of Rights” below.
Our articles of association do not allow
our shareholders to approve matters to be determined at shareholders’ meetings by way of written resolutions without a meeting.
Voting Rights
In respect of all matters requiring a shareholders’
vote, each Class A common share is entitled to one vote, and each Class B common share is entitled to ten votes, voting together
as one class. At any shareholders’ meeting, on a show of hands, every shareholder present in person or by proxy (or, in the
case of a shareholder being a corporation, by its duly authorized representative) shall have one vote and on a poll, every shareholder
present in person or by proxy, or in the case of a shareholder being a corporation, by its duly authorized representative shall
have one vote for each fully paid share of which such shareholder is the holder.
No shareholder shall, unless the Board otherwise
determines, be entitled to vote or be reckoned in a quorum, in respect of any share, unless such shareholder is duly registered
as our shareholder and all calls or installments due by such shareholder to us have been paid.
If a clearing house (or its nominee(s))
or a central depositary entity, being a corporation, is a shareholder, it may authorize such person or persons as it thinks fit
to act as its representative(s) at any meeting or at any meeting of any class of shareholders, provided that the authorization
shall specify the number and class of shares in respect of which each such person is so authorized. A person so authorized is entitled
to exercise the same rights and powers on behalf of the clearing house or central depositary entity (or its nominee(s)) as if such
person was the registered holder of our shares held by the clearing house or central depositary entity (or its nominee(s)) including
the right to vote individually on a show of hands.
While there is nothing under the laws of
the Cayman Islands which specifically prohibits or restricts the creation of cumulative voting rights for the election of directors
of our company, it is not a concept that is accepted as a common practice in the Cayman Islands, and our company has made no provisions
in our articles of association to allow cumulative voting for such elections.
Conversion
Each Class B common share is convertible
into one Class A common share at any time by the holder thereof. Class A common shares are not convertible into Class B common
shares under any circumstances. Upon any transfer of Class B common shares by a holder to any person or entity which is not an
affiliate of such holder and which is not any of our founders or any affiliates of our founders, such Class B common shares shall
be automatically and immediately converted into the equivalent number of Class A common shares. In addition, if at any time, Messrs.
David Xueling Li, Jun Lei, Tony Bin Zhao and Jin Cao and their affiliates collectively beneficially own less than 5% of the total
number of the issued and outstanding Class B common shares, each issued and outstanding Class B common share will be automatically
and immediately converted into one Class A common share, and we will not issue any Class B common shares thereafter. Furthermore,
if at any time more than 50% of the ultimate beneficial ownership of any holder of Class B common shares (other than our founders
or our founders’ affiliates) changes, each such Class B common share will be automatically and immediately converted into
one Class A common share.
Calls on Shares and Forfeiture of Shares
Subject to our memorandum and articles of
association, our directors may from time to time make such calls upon the members in respect of any amounts unpaid on the shares
held by them. The shares that have been called upon and remain unpaid after it has become due and payable are subject to forfeiture.
Protection of Minority Shareholders
In principle, we will normally be the proper
plaintiff to sue for a wrong done to us as a company because as a general rule a derivative action may not be brought by a minority
shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands,
the Cayman Islands court can be expected to apply and follow the common law principles (namely the rule in Foss v. Harbottle and
the exceptions thereto) which permit a minority shareholder to commence a class action against, or derivative actions in the name
of, a company to challenge the following:
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(i)
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an acts which is illegal or ultra vires and is therefore incapable of ratification by the shareholders;
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(ii)
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an act which, although not ultra vires, could only be effected duly if authorized by a special or qualified majority vote that
has not been obtained; and
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(iii)
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an act which constitutes a fraud against, the minority where the wrongdoers are themselves in control of the company.
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In the case of a company (not being a bank)
having its share capital divided into shares, the Grand Court of the Cayman Islands may, on the application of members holding
not less than one fifth of the shares of the company in issue, appoint an inspector to examine the affairs of the company and to
report thereon in such manner as the Grand Court of the Cayman Islands shall direct.
Any of our shareholders may petition the
Grand Court of the Cayman Islands which may make a winding up order if the Grand Court of the Cayman Islands is of the opinion
that it is just and equitable that we should be wound up or, as an alternative to a winding up order, (a) an order regulating the
conduct of our affairs in the future, (b) an order requiring us to refrain from doing or continuing an act complained of by the
shareholder petitioner or to do an act which the shareholder petitioner has complained we have omitted to do, (c) an order authorizing
civil proceedings to be brought in our name and on our behalf by the shareholder petitioner on such terms as the Grand Court of
the Cayman Islands may direct, or (d) an order providing for the purchase of the shares of any of our shareholders by other shareholders
or us and, in the case of a purchase by us, a reduction of our capital accordingly.
Generally, claims against us must be based
on the general laws of contract or tort applicable in the Cayman Islands or individual rights as shareholders as established by
our articles of association.
Pre-Emption Rights
There are no pre-emption rights applicable
to the issue of new shares of our company under either Cayman Islands law or our memorandum and articles of association.
Liquidation Rights
Subject to any class or classes of shares
or future shares which are issued with specific rights, privileges or restrictions as to the distribution of available surplus
assets on liquidation, (a) if we are wound up and the assets available for distribution among our shareholders are more than sufficient
to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed
pari passu
among those shareholders in proportion to the amount paid up at the commencement of the winding up on the shares held by them,
respectively, and (b) if we are wound up and the assets available for distribution among the shareholders as such are insufficient
to repay the whole of the paid-up capital, those assets shall be distributed so that, as nearly as may be, the losses shall be
borne by the shareholders in proportion to the capital paid up at the commencement of the winding up on the shares held by them,
respectively.
If we are wound up (whether the liquidation
is voluntary or by the court), the liquidator may with the sanction of our special resolution and any other sanction required by
the Companies Law, divide among our shareholders in specie or kind the whole or any part of our assets (whether or not they shall
consist of property of the same kind) and may, for such purpose, set such value as the liquidator deems fair upon any property
to be divided and may determine how such division shall be carried out as between the shareholders or different classes of shareholders.
The liquidator may also vest the whole or any part of these assets in trustees upon such trusts for the benefit of the shareholders
as the liquidator shall think fit, but so that no shareholder will be compelled to accept any assets, shares or other securities
upon which there is a liability.
The consideration received by each holder
of a Class A common share and a holder of a Class B common share will be the same in any liquidation event.
Variation of Rights
Alterations to our memorandum and articles
of association may only be made by special resolution, meaning a majority of not less than two-thirds of votes cast at a shareholders’
meeting.
Subject to applicable laws and our memorandum
and articles of association, all or any of the special rights for the time being attached to the shares or any class of shares
may, unless otherwise provided by the terms of issue of the shares of that class, from time to time be varied, modified or abrogated
by a special resolution passed at a separate general meeting of the holders of the shares of that class. All the provisions of
our articles of association relating to general meetings shall, mutatis mutandis, apply, but so that:
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·
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separate general meetings of the holders of a class or series of shares may be called only by (i) the chairman of our board
of directors, or (ii) a majority of our board of directors (unless otherwise specifically provided by the terms of issue of the
shares of such class or series). Our articles of association does not give any shareholder(s) the right to call a class or series
meeting;
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·
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the necessary quorum shall be a person or persons (or in the case of a shareholder being a corporation, its duly authorized
representative) together holding or representing by proxy not less than one-third in nominal value of the issued shares of that
class;
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·
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every holder of shares of the class shall be entitled on a poll to one vote for every such share held by him; and
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·
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any holder of shares of the class present in person or by proxy or authorized representative may demand a poll.
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The special rights conferred upon the holders
of any shares or class of shares shall not, unless otherwise expressly provided in the rights attaching to or the terms of issue
of such shares, be deemed to be varied, modified or abrogated by the creation or issue of further shares ranking
pari passu
with such existing class of shares.
Alteration of Capital
We may from time to time by ordinary resolution
in accordance with the Companies Law alter the conditions of our memorandum of association to:
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·
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increase our capital by such sum, to be divided into shares of such amounts, as the resolution shall prescribe;
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·
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consolidate and divide all or any of our share capital into shares of larger amounts than our existing shares;
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·
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cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person,
and diminish the amount of its share capital by the amount of the shares so cancelled subject to the provisions of the Companies
Law;
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·
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sub-divide our shares or any of them into shares of smaller amount than is fixed by our memorandum of association, subject
nevertheless to the Companies Law, so that the resolution whereby any share is sub-divided may determine that, as between the holders
of the shares resulting from such subdivision, one or more of the shares may have any such preferred or other special rights over,
or may have such deferred rights or be subject to any such restrictions as compared with the others, as we have power to attach
to unissued or new shares; and
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·
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divide our shares into several classes and without prejudice to any special rights previously conferred on the holders of existing
shares, attach to the shares respectively any preferential, deferred, qualified or special rights, privileges, conditions or such
restrictions that in the absence of any such determination in a general meeting may be determined by our directors.
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We may, by special resolution, subject to
any confirmation or consent required by the Companies Law, reduce our share capital or any capital redemption reserve in any manner
authorized by law.
Transfer of Shares
Subject to any applicable restrictions set
forth in our articles of association, including, for example, the board of directors’ discretion to refuse to register a
transfer of any share (not being a fully paid up share) to a person of whom it does not approve, or any share issued under share
incentive plans for employees upon which a restriction on transfer imposed thereby still subsists, or a transfer of any share to
more than four joint holders, any of our shareholders may transfer all or any of his or her shares by an instrument of transfer
in the usual or common form or in a form prescribed by the Nasdaq Global Select Market or in another form that our directors may
approve.
Our directors may decline to register any
transfer of any share which is not paid up or on which we have a lien. Our directors may also decline to register any transfer
of any share unless:
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the instrument of transfer is lodged with us and is accompanied by the certificate for the shares to which it relates and such
other evidence as our directors may reasonably require to show the right of the transferor to make the transfer;
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·
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the instrument of transfer is in respect of only one class of share;
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the instrument of transfer is properly stamped (in circumstances where stamping is required); and
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fee of such maximum sum as the Nasdaq Global Select Market may determine to be payable or such lesser sum as our directors
may from time to time require is paid to us in respect thereof.
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If our directors refuse to register a transfer,
they shall, within three months after the date on which the instrument of transfer was lodged, send to each of the transferor and
the transferee notice of such refusal.
The registration of transfers may, after
compliance with any notice requirement of the Nasdaq Global Select Market, be suspended and the register closed at such times and
for such periods as our directors may from time to time determine; provided, however, that the registration of transfers shall
not be suspended nor the register closed for more than 30 days in any year as our directors may determine.
Register of Members
In accordance with Section 48 of the Companies
Law, the register of members is prima facie evidence of the registered holder or member of shares of a company. Therefore, a person
becomes a registered holder or member of shares of the company only upon entry being made in the register of members. Our directors
will maintain one register of members, at the office of Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, P.O.
Box 2681, Grand Cayman, KY1-1111, Cayman Islands, which provides us with corporate administrative services. We will perform the
procedures necessary to register the shares in the register of members as required in “PART III—Distribution of Capital
and Liability of Members of Companies and Associations” of the Companies Law, and will ensure that the entries on the register
of members are made without any delay.
The shares underlying the ADSs are not shares
in bearer form, but are in registered form and are “non-negotiable” or “registered” shares in which case
the shares underlying the ADSs can only be transferred on the books of the company in accordance with Section 166 of the Companies
Law.
If the name of any person is incorrectly
entered in or omitted from our register of members, or if there is any default or unnecessary delay in entering on the register
the fact of any person having ceased to be a member of our company, the person or member aggrieved (or any member of our company
or our company itself) may apply to the Grand Court of the Cayman Islands for an order that the register be rectified, and the
Court may either refuse such application or it may, if satisfied of the justice of the case, make an order for the rectification
of the register.
Share Repurchases
We are empowered by the Companies Law and
our articles of association to purchase our own shares, subject to certain restrictions. Our directors may only exercise this power
on our behalf, subject to the Companies Law, our memorandum and articles of association and to any applicable requirements imposed
from time to time by the Nasdaq Global Select Market, the U.S. Securities and Exchange Commission, or by any other recognized stock
exchange on which our securities are listed.
Dividends
Subject to the Companies Law, our company
in a general meeting or our directors may declare dividends in any currency to be paid to our shareholders, but no dividend shall
be declared in excess of the amount recommended by our board of directors. Dividends may be declared and paid out of our profits,
realized or unrealized, or from any reserve set aside from profits which our directors determine is no longer needed. Our board
of directors may also declare and pay dividends out of the share premium account or any other fund or account that can be authorized
for this purpose in accordance with the Companies Law.
Except in so far as the rights attaching
to, or the terms of issue of, any share otherwise provides, (a) all dividends shall be declared and paid according to the amounts
paid up on the shares in respect of which the dividend is paid, but no amount paid up on a share in advance of calls shall be treated
for this purpose as paid up on that share and (b) all dividends shall be apportioned and paid pro rata according to the amounts
paid up on the shares during any portion or portions of the period in respect of which the dividend is paid.
Our directors may also pay interim dividends,
whenever our financial position, in the opinion of our directors, justifies such payment.
Our directors may deduct from any dividend
or bonus payable to any shareholder all sums of money (if any) presently payable by such shareholder to us on account of calls
or otherwise.
No dividend or other money payable by us
on or in respect of any share shall bear interest against us.
In respect of any dividend proposed to be
paid or declared on our share capital, our directors may resolve and direct that (a) such dividend be satisfied wholly or in part
in the form of an allotment of shares credited as fully paid up, provided that our shareholders entitled thereto will be entitled
to elect to receive such dividend (or part thereof if our directors so determine) in cash in lieu of such allotment or (b) the
shareholders entitled to such dividend will be entitled to elect to receive an allotment of shares credited as fully paid up in
lieu of the whole or such part of the dividend as our directors may think fit. Our shareholders may, upon the recommendation of
our directors, by ordinary resolution resolve in respect of any particular dividend that, notwithstanding the foregoing, a dividend
may be satisfied wholly in the form of an allotment of shares credited as fully paid up without offering any right to shareholders
to elect to receive such dividend in cash in lieu of such allotment.
Any dividend interest or other sum payable
in cash to the holder of shares may be paid by check or warrant sent by mail addressed to the holder at his registered address,
or addressed to such person and at such addresses as the holder may direct. Every check or warrant shall, unless the holder or
joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order of the
holder whose name stands first on the register in respect of such shares, and shall be sent at his or their risk and payment of
the check or warrant by the bank on which it is drawn shall constitute a good discharge to us.
All dividends unclaimed for one year after
having been declared may be invested or otherwise made use of by our board of directors for the benefit of our company until claimed.
Any dividend unclaimed after a period of six years from the date of declaration of such dividend shall be forfeited and reverted
to us.
Whenever our directors have resolved that
a dividend be paid or declared, our directors may further resolve that such dividend be satisfied wholly or in part by the distribution
of specific assets of any kind, and in particular of paid up shares, debentures or warrants to subscribe for our securities or
securities of any other company. Where any difficulty arises with regard to such distribution, our directors may settle it as they
think expedient. In particular, our directors may issue fractional certificates, ignore fractions altogether or round the same
up or down, fix the value for distribution purposes of any such specific assets, determine that cash payments shall be made to
any of our shareholders upon the footing of the value so fixed in order to adjust the rights of the parties, vest any such specific
assets in trustees as may seem expedient to our directors, and appoint any person to sign any requisite instruments of transfer
and other documents on behalf of the persons entitled to the dividend, which appointment shall be effective and binding on our
shareholders.
Untraceable Shareholders
We are entitled to sell any shares of a
shareholder who is untraceable, provided that no such sale shall be made unless:
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all checks or warrants in respect of dividends of such shares, not being less than three in number, for any sums payable in
cash to the holder of such shares have remained un-cashed for a period of 12 years prior to the publication of the advertisement
and during the three months referred to in the third bullet point below;
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we have not during that time received any indication of the existence of the shareholder or person entitled to such shares
by death, bankruptcy or operation of law; and
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we, if so required by the rules of the Nasdaq Global Select Market, have given notice to, and caused an advertisement to be
published in newspapers in accordance with such applicable rules giving notice of our intention to sell these shares, and a period
of three months (or such shorter period as permitted under the applicable rules) has elapsed since the date of such advertisement.
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The net proceeds of any such sale shall
belong to us, and when we receive these net proceeds we shall become indebted to the former shareholder for an amount equal to
such net proceeds.
Inspection of Books and Records
Holders of our common shares will have no
general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records. However,
we will provide our shareholders with annual audited financial statements.
We have not entered into any material contracts
other than in the ordinary course of business and other than those described elsewhere in “Item 4. Information on the Company—B.
Business Overview,” “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions,”
or elsewhere in this annual report.
See “Item 4. Information on the Company—B.
Business Overview—PRC Regulation—Regulation of Foreign Currency Exchange and Dividend Distribution.”
Cayman Islands Taxation
See “Item 5. Operating and Financial
Review and Prospects—A. Operating Results—Discussion of Selected Statements of Operations Items—Taxation—Cayman
Islands.”
People’s Republic of China Taxation
Under the existing tax laws in the PRC,
we are qualified as a non-resident enterprise. We are a holding company incorporated in the Cayman Islands; our holding company
indirectly holds 100% of the equity interests in our PRC subsidiaries through Duowan BVI, NeoTasks Cayman, BiLin Cayman and HUYA
Inc. Our business operations are principally conducted through our PRC subsidiaries and our PRC consolidated affiliated entities.
The PRC Enterprise Income Tax Law and its implementation rules, both of which became effective on January 1, 2008, provide that
China-sourced income of foreign enterprises, such as dividends paid by a PRC subsidiary to its overseas parent that is not a PRC
resident enterprise and has no establishment in the PRC, will normally be subject to PRC withholding tax at a rate of 10% (a further
reduced WHT rate may be available according to the applicable double tax treaty or arrangement).
If the PRC tax authorities determine that
YY Inc., our Cayman Islands holding company, is a PRC resident enterprise for enterprise income tax purposes, our world-wide income
could be subject to PRC tax at a rate of 25%, which could materially reduce our net income. In addition, we will also be subject
to PRC enterprise income tax reporting obligations. Furthermore, although dividends paid by one PRC tax resident to another PRC
tax resident should qualify as “tax-exempt income” under the PRC Enterprise Income Tax Law, we cannot assure you that
dividends by our PRC subsidiaries to our Cayman holding company will not be subject to a 10% withholding tax, as the PRC foreign
exchange control authorities, which enforce the withholding tax on dividends, and the PRC tax authorities have not yet issued guidance
with respect to the processing of outbound remittances to entities that are treated as resident enterprises for PRC enterprise
income tax purposes. In addition, ADS holders may be subject to PRC withholding tax on dividends payable by us and gains realized
on the sale or other disposition of ADSs or common shares, if the PRC tax authorities determine that our Cayman Islands holding
company is a PRC resident enterprise for enterprise income tax purposes. See “Risk Factors—Risks Related to Doing Business
in China—Under the PRC enterprise income tax law, we may be classified as a PRC “resident enterprise,” which
could result in unfavorable tax consequences to us and our shareholders and have a material adverse effect on our results of operations
and the value of your investment.”
United States Federal Income Tax Considerations
The following is a summary of certain United
States federal income tax considerations relating to the ownership and disposition of our ADSs or common shares by a U.S. holder
(as defined below) that holds our ADSs or common shares as “capital assets” (generally, property held for investment)
under the United States Internal Revenue Code of 1986, as amended (the “Code”). This summary is based upon existing
United States federal income tax law, which is subject to differing interpretations or change, possibly with retroactive effect.
This summary does not discuss all aspects of United States federal income taxation that may be important to particular holders
in light of their particular circumstances, including holders subject to special tax rules (for example, banks and other financial
institutions, insurance companies, broker-dealers, pension plans, cooperatives, real estate investment trusts, regulated investment
companies, traders in securities that have elected the mark-to-market method of accounting for their securities, partnerships and
their partners, and tax-exempt organizations (including private foundations)), holders who are not U.S. holders, holders who own
(directly, indirectly, or constructively) 10% or more of our stock (by vote or value), holders that hold their ADSs or common
shares as part of a straddle, hedge, conversion, constructive sale, or other integrated transaction for United States federal income
tax purposes, persons who acquired ADSs or common shares pursuant to the exercise of any employee share option or otherwise as
compensation, investors required to accelerate the recognition of any item of gross income with respect to our ADSs or common shares
as a result of such income being recognized on an applicable financial statement, or holders that have a functional currency other
than the United States dollar, all of whom may be subject to tax rules that differ significantly from those summarized below. In
addition, except to the extent described below, this summary does not discuss any state, local or non-United States tax considerations,
Medicare tax, the alternative minimum tax or any non-income tax (such as the United States federal estate or gift tax) considerations.
Each U.S. holder is urged to consult its tax advisor regarding the United States federal, state, local, and non-United States income
and other tax considerations relating to the ownership and disposition of our ADSs or common shares.
General
For purposes of this summary, a “U.S.
holder” is a beneficial owner of our ADSs or common shares that is, for United States federal income tax purposes, (i) an
individual who is a citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for
United States federal income tax purposes) created in, or organized under the law of, the United States or any state thereof or
the District of Columbia, (iii) an estate the income of which is includible in gross income for United States federal income tax
purposes regardless of its source, or (iv) a trust (A) the administration of which is subject to the primary supervision of a United
States court and which has one or more United States persons who have the authority to control all substantial decisions of the
trust or (B) that has otherwise elected to be treated as a United States person.
If a partnership (or other entity treated
as a partnership for United States federal income tax purposes) is a beneficial owner of our ADSs or common shares, the tax treatment
of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships
holding our ADSs or common shares and partners in such partnerships are urged to consult their tax advisors regarding the ownership
and disposition of our ADSs or common shares.
It is generally expected that a holder of
ADSs should be treated, for United States federal income tax purposes, as the beneficial owner of the underlying shares represented
by the ADSs. The remainder of this discussion assumes that a holder of ADSs will be treated in this manner. Predicated upon such
treatment, deposits or withdrawals of common shares for ADSs will not be subject to United States federal income tax.
Passive Foreign Investment Company Considerations
A non-United States corporation, such as
our company, will be classified as a “passive foreign investment company,” or “PFIC,” for United States
federal income tax purposes, for any taxable year, if either (i) 75% or more of its gross income for such year consists of certain
types of “passive” income or (ii) 50% or more of its average quarterly assets (as determined on the basis of fair market
value) during such year produce or are held for the production of passive income. For this purpose, cash and assets readily convertible
into cash are categorized as passive assets and the company’s unbooked intangibles are taken into account for determining
the value of its assets. We will be treated as owning our proportionate share of the assets and earning our proportionate share
of the income of any other corporation in which we own, directly or indirectly, 25% or more (by value) of the stock.
Although the law in this regard is unclear,
we treat our PRC consolidated affiliated entities as being owned by us for United States federal income tax purposes, not only
because we exercise effective control over the operation of such entities but also because we are entitled to substantially all
of their economic benefits, and, as a result, we consolidate their operating results in our consolidated financial statements.
No assurance can be given with respect to
our PFIC status for the taxable year ended December 31, 2018 or any future taxable year. The determination of whether we are or
will become a PFIC is uncertain, because it is a fact-intensive inquiry made on an annual basis that depends, in part, on the composition
of our income and assets. Fluctuations in the market price of our ADSs and common shares may cause us to become a PFIC for the
current taxable year or future taxable years. It is also possible that the Internal Revenue Service may challenge our classification
or valuation of our goodwill and other unbooked intangibles, which may result in our company being or, becoming classified as,
a PFIC for the current or future taxable years. The determination of whether we will be or become a PFIC will also depend, in part,
upon the nature of our income and assets over time, which are subject to change from year to year. There can be no assurance our
business plans will not change in a manner that will affect our PFIC status.
The discussion below under “Dividends”
and “Sale or Other Disposition of ADSs or Common Shares” is written on the basis that we will not be classified as
a PFIC for United States federal income tax purposes. The United States federal income tax rules that apply if we are classified
as a PFIC for the current taxable year or any subsequent taxable year are generally discussed below under “Passive Foreign
Investment Company Rules.”
Dividends
Subject to the PFIC rules discussed below,
any cash distributions (including the amount of any taxes withheld) paid on our ADSs or common shares out of our current or accumulated
earnings and profits, as determined under United States federal income tax principles, will generally be includible in the gross
income of a U.S. holder as dividend income on the day actually or constructively received by the U.S. holder, in the case of common
shares, or by the Depositary, in the case of ADSs. Because we do not intend to determine our earnings and profits on the basis
of United States federal income tax principles, any distribution paid will generally be reported as a “dividend” for
United States federal income tax purposes. A non-corporate recipient of dividend income will generally be subject to tax on dividend
income from a “qualified foreign corporation” at a reduced United States federal tax rate rather than the marginal
tax rates generally applicable to ordinary income provided that certain holding period requirements are met.
A non-United States corporation (other than
a corporation that is classified as a PFIC for the taxable year in which the dividend is paid or the preceding taxable year) will
generally be considered to be a qualified foreign corporation with respect to any dividend it pays on stock (or ADSs in respect
of such stock) which is readily tradable on an established securities market in the United States or, in the event that the company
is deemed to be a PRC resident under the PRC Enterprise Income Tax Law, the company is eligible for the benefits of the United
States-PRC treaty. Although no assurances may be given, our ADSs are expected to be readily tradable on the Nasdaq Global Select
Market, which is an established securities market in the United States. Since we do not expect that our common shares will be listed
on established securities markets, it is unclear whether dividends that we pay on our common shares that are not backed by ADSs
currently meet the conditions required for these reduced tax rates. There can be no assurance that our ADSs will be considered
readily tradable on an established securities market in the current taxable year or future taxable years.
Dividends received on the ADSs or common
shares are not expected to be eligible for the dividends received deduction allowed to corporations. Each U.S. holder is advised
to consult its tax advisor regarding the rate of tax that will apply to such holder with respect to dividend distributions, if
any, received from us.
Dividends generally will be treated as income
from foreign sources for United States foreign tax credit purposes and generally will constitute passive category income. A U.S.
holder may be eligible, subject to a number of complex limitations, to claim a foreign tax credit in respect of any foreign withholding
taxes imposed on dividends received on ADSs or common shares. A U.S. holder who does not elect to claim a foreign tax credit for
foreign tax withheld, may instead claim a deduction, for United States federal income tax purposes, in respect of such withholdings,
but only for a year in which such U.S. holder elects to do so for all creditable foreign income taxes. The rules governing the
foreign tax credit are complex. Each U.S. holder is advised to consult its tax advisor regarding the availability of the foreign
tax credit under their particular circumstances.
Sale or Other Disposition of ADSs or
Common Shares
Subject to the PFIC rules discussed below,
a U.S. holder generally will recognize capital gain or loss upon the sale or other disposition of ADSs or common shares in an amount
equal to the difference between the amount realized upon the disposition and the U.S. holder’s adjusted tax basis in such
ADSs or common shares. Any capital gain or loss will be long-term if the ADSs or common shares have been held for more than one
year and will generally be United States source gain or loss for United States foreign tax credit purposes. The deductibility of
a capital loss may be subject to limitations. Each U.S. holder is advised to consult its tax advisor regarding the tax consequences
if a foreign tax is imposed on a disposition of our ADSs or common shares, including the availability of the foreign tax credit
under their particular circumstances.
Passive Foreign Investment Company Rules
If we are classified as a PFIC for any taxable
year during which a U.S. holder holds our ADSs or common shares, and unless the U.S. holder makes a mark-to-market election (as
described below), the U.S. holder will generally be subject to special tax rules that have a penalizing effect, regardless of whether
we remain a PFIC, on (i) any excess distribution that we make to the U.S. holder (which generally means any distribution paid during
a taxable year to a U.S. holder that is greater than 125% of the average annual distributions paid in the three preceding taxable
years or, if shorter, the U.S. holder’s holding period for the ADSs or common shares), and (ii) any gain realized on the
sale or other disposition, including, under certain circumstances, a pledge, of ADSs or common shares. Under the PFIC rules:
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·
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such excess distribution and/or gain will be allocated ratably over the U.S. holder’s holding period for the ADSs or
common shares;
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·
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such amount allocated to the current taxable year and any taxable years in the U.S. holder’s holding period prior to
the first taxable year in which we are classified as a PFIC, or pre-PFIC year, will be taxable as ordinary income;
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·
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such amount allocated to each prior taxable year, other than a pre-PFIC year, will be subject to tax at the highest tax rate
in effect applicable to the U.S. holder for that year; and
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·
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an interest charge generally applicable to underpayments of tax will be imposed on the tax attributable to each prior taxable
year, other than a pre-PFIC year.
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If we are a PFIC for any taxable year during
which a U.S. holder holds our ADSs or common shares and any of our non-United States subsidiaries is also a PFIC, such U.S. holder
would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC and would be subject to the rules
described above on certain distributions by a lower-tier PFIC and a disposition of shares of a lower-tier PFIC even though such
U.S. holder would not receive the proceeds of those distributions or dispositions. Each U.S. holder is advised to consult its tax
advisor regarding the application of the PFIC rules to any of our subsidiaries.
As an alternative to the foregoing rules,
a U.S. holder of “marketable stock” (as defined below) in a PFIC may make a mark-to-market election for such stock
to elect out of the tax treatment discussed above. The mark-to-market election is available only for “marketable stock,”
which is stock that is traded in other than
de minimis
quantities on at least 15 days during each calendar quarter (“regularly
traded”) on a qualified exchange or other market, as defined in applicable United States Treasury regulations. Our ADSs are
listed on the Nasdaq Global Select Market, which is a qualified exchange or market for these purposes. We anticipate that our ADSs
should qualify as being regularly traded, but no assurances may be given in this regard. Because a mark-to-market election cannot
be made for equity interests in any lower-tier PFICs that we own, a U.S. holder may continue to be subject to the PFIC rules with
respect to its indirect interest in any investments held by us that are treated as an equity interest in a PFIC for United States
federal income tax purposes. If a mark-to-market election is made, the U.S. holder will generally (i) include as ordinary income
for each taxable year that we are a PFIC the excess, if any, of the fair market value of ADSs held at the end of the taxable year
over the adjusted tax basis of such ADSs and (ii) deduct as an ordinary loss the excess, if any, of the adjusted tax basis of the
ADSs over the fair market value of such ADSs held at the end of the taxable year, but only to the extent of the net amount previously
included in income as a result of the mark-to-market election. The U.S. holder’s adjusted tax basis in the ADSs would be
adjusted to reflect any income or loss resulting from the mark-to-market election.
If a U.S. holder makes a mark-to-market
election in respect of a corporation classified as a PFIC and such corporation ceases to be classified as a PFIC, the U.S. holder
will not be required to take into account the mark-to-market gain or loss described above during any period that such corporation
is not classified as a PFIC.
We do not intend to provide information
necessary for U.S. holders to make qualified electing fund elections, which, if available, would result in tax treatment different
from (and generally less adverse than) the general tax treatment for PFICs described above.
If a U.S. holder owns our ADSs or common
shares during any taxable year that we are a PFIC, such holder is required to file an annual report containing such information
as the United States Treasury Department may require and may be required to file an annual IRS Form 8621. Each U.S. holder is advised
to consult its tax advisors regarding the potential tax consequences to such holder if we are or become classified as a PFIC, including
the possibility of making a mark-to-market election.
Information Reporting
U.S. holders may be subject to information
reporting to the Internal Revenue Service with respect to dividends on and proceeds from the sale or other disposition of our ADSs
or common shares. Each U.S. holder is advised to consult with its tax advisor regarding the application of the United States information
reporting rules to their particular circumstances.
An individual U.S. holder and certain entities
may be required to submit to the United States Internal Revenue Service certain information with respect to his or her beneficial
ownership of the ADSs or common shares, if such ADSs or common shares are not held on his or her behalf by a U.S. financial institution.
This law also imposes penalties if an individual U.S. holder is required to submit such information to the United States Internal
Revenue Service and fails to do so in a timely manner. Each U.S. holder is urged to consult its tax advisor as to any such reporting
requirements.
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F.
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Dividends and Paying Agents
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Not applicable.
Not applicable.
We previously filed with the SEC a registration
statement on Form F-1 under the Securities Act with respect to our initial public offering of our Class A common shares represented
by ADSs.
We are subject to the periodic reporting
and other informational requirements of the Securities Exchange Act of 1934 or the Exchange Act. Under the Exchange Act, we are
required to file reports and other information with the SEC. Specifically, we are required to file annually a Form 20-F within
four months after the end of each fiscal year which is December 31. The SEC maintains a website at www.sec.gov that contains reports,
proxy and information statements, and other information regarding registrants that make electronic filings with the SEC using its
EDGAR system. Copies of reports and other information, when filed, may also be inspected without charge and may be obtained at
prescribed rates at the public reference facilities maintained by the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549.
The public may obtain information regarding the Washington, D.C. Public Reference Room by calling the SEC at 1-800-SEC-0330. As
a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of quarterly
reports and proxy statements, and officers, directors and principal shareholders are exempt from the reporting and short-swing
profit recovery provisions contained in Section 16 of the Exchange Act.
We will furnish Citibank N.A., the depositary
of our ADSs, with our annual reports, which will include a review of operations and annual audited consolidated financial statements
prepared in conformity with U.S. GAAP, and all notices of shareholders’ meetings and other reports and communications that
are made generally available to our shareholders. The depositary will make such notices, reports and communications available to
holders of ADSs and, upon our request, will mail to all record holders of ADSs the information contained in any notice of a shareholders’
meeting received by the depositary from us.
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I.
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Subsidiary Information
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For a listing of our principal subsidiaries,
see “Item 4. Information on the Company—C. Organizational Structure.”
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ITEM 11.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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Foreign Exchange Risk
The revenues and expenses of our subsidiaries
and PRC consolidated affiliated entities are generally denominated in Renminbi and their assets and liabilities are denominated
in Renminbi. Our financing activities are denominated in U.S. dollars.
To date, we have not entered into hedging
transactions in an effort to reduce our exposure to foreign currency exchange risk. Although our exposure to foreign exchange risks
is generally limited, the value of your investment in our ADSs will be affected by the exchange rate between the U.S. dollar and
the Renminbi because the value of our business is effectively denominated in Renminbi, while our ADSs will be traded in U.S. dollars.
The Renminbi is not freely convertible into
foreign currencies. Remittances of foreign currencies into the PRC and exchange of foreign currencies into Renminbi require approval
by foreign exchange administrative authorities and certain supporting documentation. The State Administration for Foreign Exchange,
under the authority of the People’s Bank of China, controls the conversion of Renminbi into other currencies.
The value of the RMB against the U.S. dollar
and other currencies is affected by changes in China’s political and economic conditions and by China’s foreign exchange
policies, among other things. In July 2005, the PRC government changed its decades-old policy of pegging the value of the RMB to
the U.S. dollar, and the RMB appreciated more than 20% against the U.S. dollar over the following three years. Between July 2008
and June 2010, this appreciation halted and the exchange rate between the RMB and the U.S. dollar remained within a narrow band.
Since June 2010, the RMB has fluctuated against the U.S. dollar, at times significantly and unpredictably. On November 30, 2015,
the Executive Board of the International Monetary Fund (IMF) completed the regular five-year review of the basket of currencies
that make up the Special Drawing Right, or the SDR, and decided that with effect from October 1, 2016, Renminbi is determined to
be a freely usable currency and will be included in the SDR basket as a fifth currency, along with the U.S. dollar, the Euro, the
Japanese yen and the British pound. In the fourth quarter of 2016, the RMB has depreciated significantly in the backdrop of a surging
U.S. dollar and persistent capital outflows of China. In 2017, the RMB has appreciated against the U.S. dollar. With the development
of the foreign exchange market and progress towards interest rate liberalization and Renminbi internationalization, the PRC government
may in the future announce further changes to the exchange rate system and we cannot assure you that the Renminbi will not appreciate
or depreciate significantly in value against the U.S. dollar in the future. It is difficult to predict how market forces or PRC
or U.S. government policy may impact the exchange rate between the RMB and the U.S. dollar in the future. To the extent that we
need to convert U.S. dollars we receive from our initial public offering into Renminbi for our operations, appreciation of the
Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount we receive from the conversion. Conversely,
if we decide to convert the Renminbi into U.S. dollars for the purpose of making payments for dividends on our common shares or
ADSs or for other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S.
dollar amounts available to us.
Interest Rate Risk
Our exposure to interest rate risk primarily
relates to the interest income generated by excess cash, which is mostly held in interest-bearing bank deposits. Interest-earning
instruments carry a degree of interest rate risk. We have not been exposed to, nor do we anticipate being exposed to, material
risks due to changes in market interest rates. However, our future interest income may fall short of expectations due to changes
in market interest rates. A hypothetical one percentage point decrease in interest rates would have resulted in a decrease of US$12.8
million in our interest income for the year ended December 31, 2018.
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ITEM 12.
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DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
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Not applicable.
Not applicable.
Not applicable.
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D.
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American Depositary Shares
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Fees and Charges Our ADS holders May
Have to Pay
As an ADS holder, you will be required to
pay the following service fees to the depositary bank:
Service
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Fees
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Issuance of ADSs (
e.g.
, an issuance upon a deposit of Shares, upon a change in the ADS(s)-to-Share(s) ratio, or for any other reason), excluding issuances as a result of distributions described in paragraph (4) below
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Up to US$5.00 per 100 ADSs (or fraction thereof) issued
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·
Cancellation of ADSs (
e.g.
, a cancellation of ADSs for Delivery of deposited Shares, upon a change in the ADS(s)-to-Share(s) ratio, or for any other reason)
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Up to US$5.00 per 100 ADSs (or fraction thereof) cancelled
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Distribution of cash dividends or other cash distributions (
e.g.
, upon a sale of rights and other entitlements)
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Up to US$5.00 per 100 ADSs (or fraction thereof) held
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Distribution of ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) an exercise of rights to purchase additional ADSs
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Up to US$5.00 per 100 ADSs (or fraction thereof) held
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·
Distribution of securities other than ADSs or rights to purchase additional ADSs (
e.g.
, spin-off shares)
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Up to US$5.00 per 100 ADSs (or fraction thereof) held
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·
ADS Services
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Up to US$5.00 per 100 ADSs (or fraction thereof) held on the applicable record date(s) established by the Depositary
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As an ADS holder, you will also be responsible
for the following ADS charges:
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(i)
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taxes (including applicable interest and penalties) and other governmental charges;
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(ii)
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the registration fees as may from time to time be in effect for the registration of Class A common shares on the share register
and applicable to transfers of Class A common shares to or from the name of the custodian, the depositary bank or any nominees
upon the making of deposits and withdrawals, respectively;
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(iii)
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certain cable, telex and facsimile transmission and delivery expenses;
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(iv)
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the expenses and charges incurred by the depositary bank in the conversion of foreign currency;
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(v)
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the fees and expenses incurred by the depositary bank in connection with compliance with exchange control regulations and other
regulatory requirements applicable to Class A common shares, ADSs and ADRs; and
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(vi)
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the fees and expenses incurred by the depositary bank, the custodian, or any nominee in connection with the servicing or delivery
of deposited property.
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ADS fees and charges for (i) the issuance
of ADSs and (ii) the cancellation of ADSs will be payable by the person for whom the ADSs are so issued by the depositary
bank (in the case of ADS issuances) and by the person for whom ADSs are being cancelled (in the case of ADS cancellations). In
the case of ADSs issued by the depositary bank into DTC or presented to the depositary via DTC, the ADS issuance and cancellation
fees and charges will be payable by the DTC participant(s) receiving the ADSs from the depositary bank or the DTC participant(s)
holding the ADSs being cancelled, as the case may be, on behalf of the beneficial owner(s) and will be charged by the DTC participant(s)
to the account(s) of the applicable beneficial owner(s) in accordance with the procedures and practices of the DTC participant(s)
as in effect at the time. ADS fees and charges in respect of distributions and the ADS service fee are payable by holders as of
the applicable ADS record date established by the depositary bank. In the case of distributions of cash, the amount of the applicable
ADS fees and charges is deducted from the funds being distributed. In the case of (i) distributions other than cash and (ii) the
ADS service fee, the applicable holders as of the ADS record date established by the depositary bank will be invoiced for the amount
of the ADS fees and charges and such ADS fees may be deducted from distributions made to holders. For ADSs held through DTC, the
ADS fees and charges for distributions other than cash and the ADS service fee may be deducted from distributions made through
DTC, and may be charged to the DTC participants in accordance with the procedures and practices prescribed by DTC from time to
time and the DTC participants in turn charge the amount of such ADS fees and charges to the beneficial owners for whom they hold
ADSs.
In
the event of refusal to pay the depositary bank fees, the depositary bank may, under the terms of the deposit agreement, refuse
the requested service until payment is received or may set off the amount of the depositary bank fees from any distribution to
be made to the ADS holder. Certain of the depositary fees and charges (such as the ADS service fee) may become payable shortly
after the closing of the ADS offering. Note that the fees and charges you may be required to pay may vary over time and may be
changed by us and by the depositary bank. You will receive prior notice of such changes. The depositary bank may reimburse us for
certain expenses incurred by us in respect of the ADR program, by making available a portion of the ADS fees charged in respect
of the ADR program or otherwise, upon such terms and conditions as we and the depositary bank agree from time to time.
Fees and Other Payments Made by the Depositary
to Us
Citibank, N.A., as our current depositary
replacing Deutsche Bank Trust Company Americas, has agreed to reimburse us for a portion of certain expenses we incur that are
related to establishment and maintenance of the ADS program, including investor relations expenses. There are limits on the amount
of expenses for which the depositary will reimburse us, but the amount of reimbursement available to us is not related to the amount
of fees the depositary collects from investors. Further, the depositary has agreed to reimburse us certain fees payable to the
depositary by holders of ADSs. For the year ended December 31, 2018, we have received US$0.36 million from the depositary (both
Deutsche Bank Trust Company Americas and its successor, Citibank, N.A.) as reimbursement for our expenses incurred in connection
with the establishment and maintenance of our ADS program.
The accompanying notes are an integral part of these consolidated
financial statements.
The accompanying notes are an integral part of these consolidated
financial statements.
The accompanying notes are an integral part of these consolidated
financial statements.
The accompanying notes are an integral part of these consolidated
financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
1.
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Organization and principal activities
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(a)
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Organization and principal activities
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YY Inc. (the
“Company”), through its subsidiaries, its variable interest entities (“VIEs”, also refer to VIEs and their
subsidiaries as a whole, where appropriate) (collectively, the “Group”) is principally engaged in live streaming business
in the People’s Republic of China (the “PRC” or “China”) through its two key platforms, namely YY
Live and Huya, which are leading live streaming and live game broadcasting platforms.
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(b)
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Initial Public Offering
|
The Company
completed its initial public offering (“IPO”) on November 21, 2012 on the NASDAQ Global Market.
|
(c)
|
Principal subsidiaries and VIEs
|
The details
of the principal subsidiaries and VIEs through which the Company conducts its business operations as of December 31, 2018
are set out below:
Name
|
|
Place of
incorporation
|
|
Date of
incorporation or
acquisition
|
|
% of direct
or indirect
economic
ownership
|
|
|
Principal activities
|
|
|
|
|
|
|
|
|
|
|
Principal subsidiaries
|
|
|
|
|
|
|
|
|
|
|
Duowan Entertainment Corporation (“Duowan BVI”)
|
|
British Virgin Islands (“BVI”)
|
|
November 6, 2007
|
|
|
100
|
%
|
|
Investment holding
|
|
|
|
|
|
|
|
|
|
|
|
Huanju Shidai Technology (Beijing) Co., Ltd. (“Beijing Huanju Shidai” or “Duowan Entertainment”)
|
|
PRC
|
|
March 19, 2008
|
|
|
100
|
%
|
|
Investment holding
|
|
|
|
|
|
|
|
|
|
|
|
Guangzhou Huanju Shidai Information Technology Co., Ltd. (“Guangzhou Huanju Shidai”)
|
|
PRC
|
|
December 2, 2010
|
|
|
100
|
%
|
|
Software development
|
|
|
|
|
|
|
|
|
|
|
|
Engage Capital Partners I, L.P. (“Engage L.P.”)
|
|
Cayman Islands
|
|
March 23, 2015
|
|
|
93.5
|
%
|
|
Investment
|
|
|
|
|
|
|
|
|
|
|
|
HUYA Inc. (“Huya”)
|
|
Cayman Islands
|
|
March 30, 2017
|
|
|
44.0
|
%
|
|
Investment holding
|
|
|
|
|
|
|
|
|
|
|
|
Guangzhou Huya Technology Co., Ltd. (“Huya Technology”)
|
|
PRC
|
|
June 16, 2017
|
|
|
44.0
|
%
|
|
Software development
|
|
|
|
|
|
|
|
|
|
|
|
Hago Singapore Pte. Ltd. (“Hago Singapore”)
|
|
Singapore
|
|
May 7, 2018
|
|
|
100
|
%
|
|
Internet value added services
|
|
|
|
|
|
|
|
|
|
|
|
Principal VIEs
|
|
|
|
|
|
|
|
|
|
|
Guangzhou Huaduo Network Technology Co., Ltd. (“Guangzhou Huaduo”)
|
|
PRC
|
|
April 11, 2005
|
|
|
100
|
%
|
|
Holder of internet content provider licenses and internet value added services
|
|
|
|
|
|
|
|
|
|
|
|
Zhuhai Huanju Interactive Entertainment Technology Co., Ltd. (“Zhuhai Huanju Interactive”)
|
|
PRC
|
|
May 4, 2015
|
|
|
100
|
%
|
|
Software development
|
|
|
|
|
|
|
|
|
|
|
|
Shanghai Yilian Equity Investment Partnership (LP) (“Shanghai Yilian”)
|
|
PRC
|
|
June 23, 2015
|
|
|
93.5
|
%
|
|
Investment
|
|
|
|
|
|
|
|
|
|
|
|
Guangzhou Huanju Microfinance Co., Ltd. (“Guangzhou Microfinance”)
|
|
PRC
|
|
January 11, 2016
|
|
|
100
|
%
|
|
Financing services
|
|
|
|
|
|
|
|
|
|
|
|
Guangzhou Huya Information Technology Co., Ltd. (“Guangzhou Huya”)
|
|
PRC
|
|
August 10, 2016
|
|
|
44.0
|
%
|
|
Holder of internet content provider licenses and internet value added services
|
|
|
|
|
|
|
|
|
|
|
|
Guangzhou Yilianyixing Investment Partnership (LP) (“Guangzhou Yilianyixing”)
|
|
PRC
|
|
June 28, 2017
|
|
|
99
|
%
|
|
Investment
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
1.
|
Organization and principal activities (continued)
|
|
(d)
|
Variable Interest Entities
|
To comply with PRC laws and
regulations that prohibit or restrict foreign ownership of companies that provide internet-content, the Group conducts its operations
primarily through its principal VIEs Guangzhou Huaduo and Guangzhou Huya, which hold the internet value-added service license and
approvals to provide such internet services in the PRC.
|
(i)
|
VIE agreements amongst
Beijing Huanju Shidai, Guangzhou Huaduo and its nominee shareholders
|
The following is a summary of
the contractual arrangements entered among Beijing Huanju Shidai, Guangzhou Huaduo and its nominee shareholders:
|
•
|
Exclusive Technology Support and Technology Services Agreement
|
Under the exclusive technology
support and technology services agreement between Beijing Huanju Shidai and Guangzhou Huaduo, Beijing Huanju Shidai has the exclusive
right to provide to Guangzhou Huaduo technology support and technology services related to all technologies needed for its business.
Beijing Huanju Shidai owns the exclusive intellectual property rights created as a result of the performance of this agreement.
The service fee payable by Guangzhou Huaduo to Beijing Huanju Shidai is determined by various factors, including the expenses Beijing
Huanju Shidai incurs for providing such services and Guangzhou Huaduo’s revenues. The term of this agreement will expire
in 2028 and may be extended with Beijing Huanju Shidai’s written confirmation prior to the expiration date. Beijing Huanju
Shidai is entitled to terminate the agreement at any time by providing 30 days’ prior written notice to Guangzhou Huaduo.
|
•
|
Exclusive Business Cooperation Agreement
|
Under the exclusive business
cooperation agreement between Beijing Huanju Shidai and Guangzhou Huaduo, Beijing Huanju Shidai has the exclusive right to provide
to Guangzhou Huaduo technology support, business support and consulting services related to the services provided by Guangzhou
Huaduo, the scope of which is to be determined by Beijing Huanju Shidai from time to time. Beijing Huanju Shidai owns the exclusive
intellectual property rights created as a result of the performance of this agreement. The service fee payable by Guangzhou Huaduo
to Beijing Huanju Shidai is a certain percentage of its earnings. The term of this agreement will expire in 2039 and may be extended
with Beijing Huanju Shidai’s written confirmation prior to the expiration date. Beijing Huanju Shidai is entitled to terminate
the agreement at any time by providing 30 days’ prior written notice to Guangzhou Huaduo.
|
•
|
Exclusive Option Agreement
|
The parties to the exclusive
option agreement are Beijing Huanju Shidai, Guangzhou Huaduo and each of the shareholders of Guangzhou Huaduo. Under the exclusive
option agreement, each of the shareholders of Guangzhou Huaduo irrevocably granted Beijing Huanju Shidai or its designated representative(s)
an exclusive option to purchase, to the extent permitted under PRC law, all or part of his or its equity interests in Guangzhou
Huaduo. Beijing Huanju Shidai or its designated representative(s) have sole discretion as to when to exercise such options, either
in part or in full. Without Beijing Huanju Shidai’s prior written consent, Guangzhou Huaduo’s shareholders shall not
sell, transfer, mortgage or otherwise dispose their equity interests in Guangzhou Huaduo. The term of this agreement is ten years
and may be extended at Beijing Huanju Shidai’s sole discretion.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
1.
|
Organization and principal activities (continued)
|
|
(d)
|
Variable Interest Entities (continued)
|
|
(i) VIE agreements amongst Beijing Huanju Shidai, Guangzhou Huaduo and its nominee shareholders (continued)
|
Pursuant to the irrevocable
power of attorney executed by each shareholder of Guangzhou Huaduo, each such shareholder appointed Beijing Huanju Shidai as its
attorney-in-fact to exercise such shareholders’ rights in Guangzhou Huaduo, including, without limitation, the power to vote
on its behalf on all matters of Guangzhou Huaduo requiring shareholder approval under PRC laws and regulations and the articles
of association of Guangzhou Huaduo. Each power of attorney will remain in force until the shareholder ceases to hold any equity
interest in Guangzhou Huaduo.
Pursuant to the share pledge
agreement between Beijing Huanju Shidai and the shareholders of Guangzhou Huaduo, the shareholders of Guangzhou Huaduo have pledged
all of their equity interests in Guangzhou Huaduo to Beijing Huanju Shidai to guarantee the performance by Guangzhou Huaduo and
its shareholders’ performance of their respective obligations under the exclusive business cooperation agreement, exclusive
option agreement, exclusive technology support and technology services agreement and powers of attorney. If Guangzhou Huaduo and/or
its shareholders breach their contractual obligations under those agreements, Beijing Huanju Shidai, as pledgee, will be entitled
to certain rights, including the right to sell the pledged equity interests.
|
(ii) VIE agreements amongst Huya Technology, Guangzhou Huya and its nominee shareholders
|
In 2017, Huya undertook a reorganization
(the “Huya Reorganization”) through setting up Huya Technology, a wholly owned subsidiary, and entering into a series
of VIE agreements with Guangzhou Huya and its nominee shareholders. The Huya Reorganization was completed on July 10, 2017.
The following is a summary of
the contractual arrangements entered among Huya Technology, Guangzhou Huya and its nominee shareholders:
|
•
|
Exclusive Business Cooperation Agreement
|
Huya Technology and Guangzhou
Huya entered into exclusive business cooperation agreement under which Guangzhou Huya engages Huya Technology as its exclusive
provider of technology support, business support and consulting services. Guangzhou Huya shall pay to Huya Technology service fees,
which is determined by Huya Technology at its sole discretion. Huya Technology shall have exclusive and proprietary rights and
interests in all rights, ownership, interests and intellectual properties arising from the performance of the agreement. During
the term of the agreement, Guangzhou Huya shall not accept any consultations and/or services provided by any third party and shall
not cooperate with any third party for the provision of identical or similar services without prior consent of Huya Technology.
The term of this agreement is ten years and will be extended for ten years automatically after expiration, unless otherwise agreed
by both parties in a written agreement. Huya Technology is entitled to terminate the agreement at any time by providing 30 days’
prior written notice to Guangzhou Huya.
|
•
|
Exclusive Purchase Option Agreement
|
Under the exclusive purchase
option agreement, the nominee shareholders of Guangzhou Huya have granted Huya Technology or its designated representative(s) irrevocably
an exclusive option to purchase, to the extent permitted under PRC law, all or part of their equity interests in Guangzhou Huya
at the lowest price permitted by the laws of the PRC applicable at the time of exercise. Huya Technology or its designated representative(s)
have sole discretion as to when to exercise such options, either in part or in full. Without Huya Technology’s prior written
consent, the nominee shareholders shall not sell, transfer, mortgage or otherwise dispose their equity interests in Guangzhou Huya.
The term of this agreement is ten years and may be extended for another ten years at Huya Technology’s sole discretion. Huya
Technology is entitled to terminate the agreement at any time by providing 30 days’ prior written notice to Guangzhou Huya.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
1.
|
Organization and principal activities (continued)
|
|
(d)
|
Variable Interest Entities (continued)
|
|
(ii) VIE agreements amongst Huya Technology, Guangzhou Huya and its nominee shareholders (continued)
|
|
•
|
Equity Pledge Agreement
|
Pursuant to the equity pledge
agreement, the nominee shareholders of Guangzhou Huya have pledged all of their equity interests in Guangzhou Huya to Huya Technology
to guarantee the performance by Guangzhou Huya and its nominee shareholders’ performance of their respective obligations
under the exclusive business cooperation agreement, exclusive purchase option agreement, and powers of attorney. The nominee shareholders
shall not transfer or assign the equity interests, the rights and obligations in the equity pledge agreement or create or permit
to create any pledges which may have an adverse effect on the rights or benefits of Huya Technology without Huya Technology’s
written consent. If Guangzhou Huya and/or its nominee shareholders breach their contractual obligations under those agreements,
Huya Technology, as pledgee, will be entitled to certain rights, including the right to sell the pledged equity interests.
Pursuant to the irrevocable
power of attorney, Huya Technology is authorized by each of the nominee shareholders as its attorney-in-fact to exercise such nominee
shareholders’ rights in Guangzhou Huya, including, without limitation, the power to vote on its behalf on all matters of
Guangzhou Huya requiring nominee shareholder approval under PRC laws and regulations and the articles of association of Guangzhou
Huya and rights to information relating to all business aspects of Guangzhou Huya. The term of this agreement is ten years from
the execution date of this agreement and will be automatically extended for one more year indefinitely. Huya Technology has sole
discretion to terminate the agreement at any time by providing 30 days’ prior written notice to Guangzhou Huya.
Through the aforementioned contractual
agreements, Guangzhou Huaduo and Guangzhou Huya are considered VIEs in accordance with Generally Accepted Accounting Principles
in the United States (“U.S. GAAP”) because the Company, through Beijing Huanju Shidai and Huya Technology, respectively,
has the ability to:
|
•
|
exercise effective control over Guangzhou Huaduo and Guangzhou Huya;
|
|
•
|
receive substantially all of the economic benefits and residual returns, and absorb substantially all the risks and expected losses from these VIEs as if it were their sole shareholder; and
|
|
•
|
have an exclusive option to purchase all of the equity interests in these VIEs.
|
In addition
to the aforementioned contractual agreements, Beijing Huanju Shidai also entered into similar contractual agreements with Beijing
Tuda Science and Technology Co., Ltd. (“Beijing Tuda”). Guangzhou Bilin Changxiang Information Technology Co., Ltd.
(“Bilin Changxiang”) and Guangzhou 100 Education Technology Co., Ltd. (“100 Edu Technology”), subsidiaries
of the Company, also entered into similar contractual agreements with Guangzhou Bilin Online Information Technology Co., Ltd. (“Bilin
Online”) and Guangzhou Sanrenxing 100 Education Technology Co., Ltd. (“Guangzhou Sanrenxing”), respectively.
Through these contractual agreements, Beijing Tuda, Bilin Online and Guangzhou Sanrenxing are considered VIEs of the Group.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
1.
|
Organization and principal activities (continued)
|
|
(d)
|
Variable Interest Entities (continued)
|
In accordance with the aforementioned
agreements, the Company has power to direct activities of the VIEs, and can have assets transferred out of the VIEs. Therefore
the Company considers that there is no asset in the VIEs that can be used only to settle obligations of the VIEs, except for registered
capital and PRC statutory reserves of the VIEs amounting to RMB4,660,890 as of December 31, 2018. As the VIEs were incorporated
as limited liability companies under the PRC Company Law, the creditors do not have recourse to the general credit of the Company
for all the liabilities of the VIEs.
Currently there is no contractual
arrangement that could require the Company to provide additional financial support to the VIEs. As the Company is conducting its
PRC internet value-added services business through the VIEs, the Company will, if needed, provide such support on a discretional
basis in the future, which could expose the Company to a loss.
There is no VIE where the Company
has variable interest but is not the primary beneficiary.
Please refer to Note 3(a) for
the consolidated financial information of the Group’s VIEs as of December 31, 2018.
|
2.
|
Principal accounting policies
|
|
(a)
|
Basis of presentation
|
The consolidated financial statements
of the Group have been prepared in accordance with the U.S. GAAP to reflect the financial position, results of operations and cash
flows of the Group. Significant accounting policies followed by the Group in the preparation of the consolidated financial statements
are summarized below.
The Group’s consolidated
financial statements include the financial statements of the Company, its subsidiaries and VIEs for which the Company or its subsidiary
is the primary beneficiary. All transactions and balances among the Company, its subsidiaries and VIEs have been eliminated upon
consolidation.
A subsidiary is an entity in
which the Company, directly or indirectly, controls more than one half of the voting powers; or has the power to appoint or remove
the majority of the members of the board of directors; or to cast a majority of votes at the meeting of directors; or has the power
to govern the financial and operating policies of the investee under a statute or agreement among the shareholders or equity holders.
A VIE is an entity in which
the Company, or its subsidiary, through contractual agreements, bears the risks of, and enjoys the rewards normally associated
with ownership of the entity, and therefore the Company or its subsidiary is the primary beneficiary of the entity. In determining
whether the Company or its subsidiaries are the primary beneficiary, the Company considered whether it has the power to direct
activities that are significant to the VIEs economic performance, and also the Company’s obligation to absorb losses of the
VIEs that could potentially be significant to the VIEs or the right to receive benefits from the VIEs that could potentially be
significant to the VIEs. Beijing Huanju Shidai, Bilin Changxiang, Huya Technology, 100 Edu Technology and ultimately the Company
hold all the variable interests of the VIEs and have been determined to be the primary beneficiary of the VIEs.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
2.
|
Principal accounting policies (continued)
|
|
(b)
|
Consolidation (continued)
|
The Company deconsolidates its
subsidiaries in accordance with ASC 810 as of the date the Company ceased to have a controlling financial interest in the subsidiaries.
The Company accounts for the
deconsolidation of its subsidiaries by recognizing a gain or loss in net income/loss attributable to the Company in accordance
with ASC 810. This gain or loss is measured at the date the subsidiaries are deconsolidated as the difference between (a) the aggregate
of the fair value of any consideration received, the fair value of any retained non-controlling interest in the subsidiaries being
deconsolidated, and the carrying amount of any non-controlling interest in the subsidiaries being deconsolidated, including any
accumulated other comprehensive income/loss attributable to the non-controlling interest, and (b) the carrying amount of the assets
and liabilities of the subsidiaries being deconsolidated.
The preparation of the Company’s
consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, mezzanine equity and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and expenses during the reporting period in the consolidated
financial statements and accompanying notes. Actual results could differ materially from such estimates. The Company believes that
the assessment of whether the Group acts as a principal or an agent in different revenue streams, classification of perpetual items
versus consumable items under item-based model, the determination of estimated selling prices of multiple elements revenue contracts,
income taxes, allowances for doubtful accounts, determination of share-based compensation expenses, impairment assessment of goodwill,
long-lived assets and intangible assets, tax considerations for earnings retained in the Group’s VIEs, assessment on the
probability of performance condition affiliated in equity-classified award under ASC 718 that affect vesting, determination of
the fair value of derivative liabilities arising from Huya’s Preferred Shares prior to Huya’s IPO, subsequent adjustment
due to significant observable price change for the equity investments without readily determinable fair values and not accounted
for by the equity method, represent critical accounting policies that reflect more significant judgments and estimates used in
the preparation of its consolidated financial statements.
Management bases the estimates
on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis
for making judgments about the carrying values of assets and liabilities. Actual results could differ from these estimates.
|
(d)
|
Foreign currency translation
|
The Group uses Renminbi (“RMB”)
as its reporting currency. The functional currency of the Company and its subsidiaries incorporated in the Cayman Islands, British
Virgin Islands, Hong Kong and Singapore is United States dollar (“US$”), while the functional currency of the other
entities and VIEs in the Group is RMB, which is their respective local currency. In the consolidated financial statements, the
financial information of the Company and its subsidiaries, which use US$ as their functional currency, have been translated into
RMB. Assets and liabilities are translated at the exchange rates on the balance sheet date, equity amounts are translated at historical
exchange rates, and revenues, expenses, gains, and losses are translated using the average exchange rate for the period. Translation
adjustments arising from these are reported as foreign currency translation adjustments and are shown as a component of other comprehensive
income or loss in the statement of comprehensive income.
Foreign currency transactions
denominated in currencies other than functional currency are translated into the functional currency using the exchange rates prevailing
at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are
remeasured at the applicable rates of exchange in effect at that date. Foreign exchange gains and losses resulting from the settlement
of such transactions and from remeasurement at year-end are recognized in foreign currency exchange gains/losses, net in the consolidated
statement of comprehensive income.
|
(e)
|
Convenience translation
|
Translations of amounts from
RMB into US$ for the convenience of the reader were calculated at the noon buying rate of US$1.00 = RMB 6.8755 on December 31,
2018 as set forth in the H.10 statistical release of the U.S. Federal Reserve Board. No representation is made that the RMB amounts
could have been, or could be, converted into US$ at such rate.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
2.
|
Principal accounting policies (continued)
|
|
(f)
|
Cash and cash equivalents
|
Cash includes currency on hand
and deposits held by financial institutions that can be added to or withdrawn without limitation. Cash equivalents represent short-term
and highly liquid investments placed with banks, which have both of the following characteristics:
|
i)
|
Readily convertible to known amounts of cash throughout the maturity period;
|
|
ii)
|
So near their maturity that they present insignificant risk of changes in value because of changes in interest rates.
|
The Group considers all highly
liquid investments with original maturities of three months or less as cash equivalents.
In November 2016, the FASB issued
new guidance related to the classification of restricted cash in the statement of cash flows. The new standard requires that a
statement of cash flows explain any change during the year in total cash, cash equivalents, and restricted cash. The new standard
is effective for fiscal years beginning after December 15, 2017, and should be applied retrospectively. The Company adopted the
new standard during the beginning of 2018 and applied the standard retrospectively for all periods presented. Cash, cash equivalents
and restricted cash presented on the consolidated statements of cash flows included cash and cash equivalents and restricted short-term
deposits in the consolidated balance sheets. As of Decmber 31, 2017, cash, cash equivalents and restricted cash presented in the
consolidated statement of cash flows is 3,617,432, including cash and cash equivalents of RMB2,617,432 and restricted short-term
deposits of RMB1,000,000 in the consolidated balance sheet, respectively. As of Decmber 31, 2018, cash, cash equivalents and restricted
cash presented in the consolidated statement of cash flows is 6,004,231, including cash and cash equivalents of RMB6,004,231 and
restricted short-term deposits of nil in the consolidated balance sheet, respectively.
Short-term deposits represent
time deposits placed with banks with original maturities between three months and one year. Interest earned is recorded as interest
income in the consolidated statements of comprehensive income during the periods presented.
Long-term deposits represent
time deposits placed with banks with original maturities more than one year. Interest earned is recorded as interest income in
the consolidated statements of comprehensive income during the periods presented.
|
(i)
|
Short-term investments
|
For investments in financial
instruments with a variable interest rate indexed to the performance of underlying assets, the Group elected the fair value method
at the date of initial recognition and carried these investments subsequently at fair value. Changes in fair values are reflected
in the consolidated statements of comprehensive income.
Accounts receivable are presented
net of allowance for doubtful accounts. The Group uses specific identification in providing for bad debts when facts and circumstances
indicate that collection is doubtful and a loss is probable and estimable. If the financial conditions of its customers were to
deteriorate, resulting in an impairment of their ability to make payments, additional allowance may be required.
The Group maintains an allowance
for doubtful accounts which reflects its best estimate of amounts that potentially will not be collected. The Group determines
the allowance for doubtful accounts on an individual basis taking into consideration various factors including but not limited
to historical collection experience and credit-worthiness of the debtors as well as the age of the individual receivables balance.
Additionally, Group makes specific bad debt provisions based on any specific knowledge Group has acquired that might indicate that
an account is uncollectible. The facts and circumstances of each account may require Group to use substantial judgment in assessing
its collectability.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
2.
|
Principal accounting policies (continued)
|
|
(k)
|
Financing receivables
|
Financing receivables represent
receivables derived from finance business, including micro-credit personal loans and corporate loans. Financing receivables are
recorded at amortized cost, reduced by a valuation allowance estimated as of the balance sheet date. The amortized cost is equal
to the unpaid principal amount, accrued interest receivables and net deferred origination costs. The origination costs are the
direct costs attributable to originating the financing charged by third-party companies. The cash flows related to the principal
of finance business are included in the investing activities category in the consolidated statement of cash flows.
Micro-credit personal loans
The Group provides micro loans
to qualified individual borrowers. The micro loan periods granted to the borrowers generally range from one month to twelve months.
Corporate loans
The Group provides loans to corporate
borrowers mainly through sales-and-leaseback model. Under the sales-and-leaseback arrangement, the Group, who is also the lender,
purchases machinery and equipment from lessees, who are also the borrowers, and leases the purchased equipment back to the lessees
for a number of years. In a sales-and-leaseback arrangement, the transaction is in substance a collateral financing.
Allowance for financing receivables
The Group assesses the allowance
for financing receivables either on an individual or collective basis. The Group estimates and evaluates the allowance amounts
and whether such amounts are adequate to cover potential losses, and periodic reviews are performed to ensure such amounts continue
to reflect the best estimate of the losses inherent in the outstanding portfolio of debts. The estimate is based on a pooled basis
due to the composition of homogeneous financing with similar size and general credit risk characteristics for similar finance businesses.
The Group considers the credit worthiness of the individuals and the companies receiving financing, aging of the outstanding financing
receivables, value of the collateral assets and other specific circumstances related to the financing when determining the allowance
for financing receivables.
Financing receivables are placed
on non-accrual status upon reaching 90 days past due or when reasonable doubt exists in timely collection of the financing receivables.
When a financing receivable is placed on non-accrual status, the Group stops accruing financing income. Financing receivable is
returned to accrual status if the related individual or company has performed in accordance with the contractual terms for a reasonable
period of time and, in the Group’s judgment, will continue to make period principal and financing income payments as scheduled.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
2.
|
Principal accounting policies (continued)
|
ASU 2016-01 (“ASU 2016-01”),
Recognition and Measurement of Financial Assets and Financial Liabilities amends certain aspects of recognition, measurement, presentation
and disclosure of financial instruments. The main provisions require equity investments (except those accounted for under the equity
method of accounting or those that result in consolidation of the investee) to be measured at fair value through earnings, unless
they qualify for a measurement alternative. The new guidance requires modified retrospective application to all outstanding instruments
beginning January 1, 2018, with a cumulative effect adjustment recorded to opening accumulated deficit as of the beginning of the
first period in which the guidance becomes effective. However, changes to the accounting for equity securities without a readily
determinable fair value would be applied prospectively. The Group adopted the new financial instruments accounting standard from
January 1, 2018. Following the adoption of this guidance, accumulated fair value gain, amounting to RMB87.8 million, was reclassified
from accumulated other comprehensive loss to retained earnings as of January 1, 2018.
Equity Investments with Readily
Determinable Fair Values
Equity investments with readily
determinable fair values are measured and recorded at fair value using the market approach based on the quoted prices in active
markets at the reporting date. The Group classifies the valuation techniques that use these inputs as Level 1 of fair value measurements.
Equity Investments without
Readily Determinable Fair Values
After the adoption of this new
accounting standard, the Group elected to record equity investments without readily determinable fair values and not accounted
for under the equity method at cost, less impairment, adjusted for subsequent observable price changes on a nonrecurring basis,
and report changes in the carrying value of the equity investments in current earnings. Changes in the carrying value of the equity
investments are required to be made whenever there are observable price changes in orderly transactions for the identical or similar
investment of the same issuer. The implementation guidance notes that an entity should make a “reasonable effort” to
identify price changes that are known or that can reasonably be known.
Equity Investments Accounted
for Using the Equity Method
The Group accounts for its equity
investment over which it has significant influence but does not own a majority equity interest or otherwise control using the equity
method. The Group adjusts the carrying amount of the investment and recognizes investment income or loss for share of the earnings
or loss of the investee after the date of investment. The Group assesses its equity investment for other-than-temporary impairment
by considering factors including, but not limited to, current economic and market conditions, operating performance of the entities,
including current earnings trends and undiscounted cash flows, and other entity-specific information. The fair value determination,
particularly for investment in privately held entities, requires judgment to determine appropriate estimates and assumptions. Changes
in these estimates and assumptions could affect the calculation of the fair value of the investment and determination of whether
any identified impairment is other-than-temporary.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
2.
|
Principal accounting policies (continued)
|
|
(m)
|
Property and equipment
|
Property and equipment are stated
at historical cost less accumulated depreciation and impairment loss, if any. Depreciation is calculated using the straight-line
method over their estimated useful lives. Residual rate is determined based on the economic value of the property and equipment
at the end of the estimated useful lives as a percentage of the original cost.
|
|
Estimated useful lives
|
|
Residual
rate
|
|
|
|
|
|
|
|
Buildings
|
|
40 years
|
|
|
0
|
%
|
Servers, computers and equipment
|
|
3 years
|
|
|
0%-5
|
%
|
Leasehold improvements
|
|
Shorter of lease term or 5 years
|
|
|
0
|
%
|
Decoration of buildings
|
|
10 years
|
|
|
0
|
%
|
Motor vehicles
|
|
4 years
|
|
|
5
|
%
|
Furniture, fixture and office equipment
|
|
5 years
|
|
|
0%-5
|
%
|
Expenditures for maintenance
and repairs are expensed as incurred. The gain or loss on the disposal of property and equipment is the difference between the
net sales proceeds and the carrying amount of the relevant assets and is recognized in the consolidated statements of comprehensive
income.
All direct and indirect costs
that are related to the construction of property and equipment and incurred before the assets are ready for their intended use
are capitalized as construction in progress. Construction in progress is transferred to specific property and equipment items and
depreciation of these assets commences when they are ready for their intended use.
|
(n)
|
Business combinations
|
Business combinations are recorded
using the purchase method of accounting, and the cost of an acquisition is measured as the aggregate of the fair values at the
date of exchange of the assets given, liabilities incurred, and equity instruments issued as well as the contingent considerations
and all contractual contingencies as of the acquisition date. The costs directly attributable to the acquisition are expensed as
incurred. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair
value as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total of consideration
of acquisition, fair value of the non-controlling interests and acquisition date fair value of any previously held equity interest
in the subsidiary acquired over (ii) the fair value of the identifiable net assets of the subsidiary acquired is recorded as goodwill.
If the consideration of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is
recognized directly in the consolidated statements of comprehensive income.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
2.
|
Principal accounting policies (continued)
|
Intangible assets mainly consist
of operating rights, software, domain names, technology and license. Identifiable intangible assets are carried at acquisition
cost less accumulated amortization and impairment loss, if any. Finite-lived intangible assets are tested for impairment if impairment
indicators arise. Amortization of finite-lived intangible assets is computed using the straight-line method over their estimated
useful lives, which are as follows:
|
Estimated useful lives
|
|
|
Operating rights
|
Shorter of the economic life or contract terms
|
Software
|
3 -5 years
|
Domain names
|
15 years
|
Technology
|
5 years
|
License
|
15 years
|
Land use rights are carried
at cost less accumulated amortization. Amortization of the land use rights is made on straight-line basis over 40 years from the
date when the Group first obtained the land use rights certificate from the local authorities.
|
(q)
|
Impairment of long-lived assets
|
For long-lived assets other
than investments and goodwill whose impairment policy is discussed elsewhere in the financial statements, the Group evaluates for
impairment whenever events or changes (triggering events) indicate that the carrying amount of an asset may no longer be recoverable.
The Group assesses the recoverability of the long-lived assets by comparing the carrying value of the long-lived assets to the
estimated undiscounted future cash flows expected to receive from use of the assets and their eventual disposition. Such assets
are considered to be impaired if the sum of the expected undiscounted cash flows is less than the carrying amount of the assets.
The impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of
the assets. The Group tests impairment of long-lived assets at the reporting unit level when impairment indicator appeared and
recognizes impairment in the event that the carrying value exceeds the fair value of each reporting unit.
The impairment charges of intangible
assets recorded in general and administrative expenses for the years ended December 31, 2016, 2017 and 2018 were amounting to RMB3,828,
nil and nil, respectively.
Goodwill represents the excess
of the purchase price over the amounts assigned to the fair value of the assets acquired and the liabilities assumed of an acquired
business.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
2.
|
Principal accounting policies (continued)
|
|
(s)
|
Annual test for impairment of goodwill
|
Goodwill assessment for impairment
is performed on at least an annual basis on October 1 or whenever events or changes in circumstances indicate that the carrying
value of the asset may not be recoverable. The Group performs a two-step goodwill impairment test. The first step compares the
fair values of each reporting unit to its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its
carrying amount, goodwill is not considered impaired and the second step will not be required. If the carrying amount of a reporting
unit exceeds its fair value, the second step compares the implied fair value of the affected reporting unit’s goodwill to
the carrying value of that goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business
combination with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting
unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied
fair value of goodwill. This allocation process is only performed for purposes of evaluating goodwill impairment and does not result
in an entry to adjust the value of any assets or liabilities. An impairment loss is recognized for any excess in the carrying value
of goodwill over the implied fair value of goodwill. The judgment in estimating the fair value of reporting units includes estimating
future cash flows, determining appropriate discount rates and making other assumptions. Changes in these estimates and assumptions
could materially affect the determination of the fair value of each reporting unit.
The Group determines the appropriate
accounting treatment of its convertible bonds in accordance with the terms in relation to the conversion feature, call and put
options, and beneficial conversion feature. After considering the impact of such features, the Group may account for such instrument
as a liability in its entirety, or separate the instrument into debt and equity components following the respective guidance described
under ASC 815 Derivatives and Hedging and ASC 470 Debt. The debt discount, if any, together with related issuance cost are subsequently
amortized as interest expense, using the effective interest method, from the issuance date to the earliest conversion date. Interest
expenses are recognized in the statement of comprehensive income in the period in which they are incurred.
|
(u)
|
Mezzanine equity and non-controlling interests
|
Mezzanine equity
For the Company’s majority-owned
subsidiaries and consolidated VIEs, a non-controlling interest is recognized to reflect the portion of their equity which is not
attributable, directly or indirectly, to the Company. When the non-controlling interest is contingently redeemable upon the occurrence
of a conditional event, which is not solely within the control of the Company, the non-controlling interest is classified as mezzanine
equity.
In accordance with ASC subtopic
480-10, the Group calculated, on an accumulative basis from the acquisition date, (i) the amount of accretion that would increase
the balance of non-controlling interests to their estimated redemption value over the period from the date of acquisition to the
earliest redemption date of the non-controlling interests and (ii) the amount of net (loss) profit attributable to non-controlling
shareholders of certain subsidiaries based on their ownership percentage. The carrying value of the non-controlling interests as
mezzanine equity was adjusted by an accumulative amount equal to the higher of (i) and (ii).
Each type of increase in carrying
amount shall be recorded as charges against retained earnings or, in the absence of retained earnings, by charges against additional
paid-in capital.
Non-controlling interests
Non-controlling interests are
recognized to reflect the portion of the equity of majority-owned subsidiaries and VIEs which is not attributable, directly or
indirectly, to the controlling shareholder.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
2.
|
Principal accounting policies (continued)
|
|
|
Revenue recognition and significant judgments
|
For the year ended December 31,
2018, revenue presentation has been changed to live streaming and others to better reflect the way the Group generates revenues.
The revenue presentation for the years ended December 31, 2016 and 2017 are also retrospectively changed to be consistent with
the year ended December 31, 2018. Revenues from live streaming are mainly generated from YY Live platform and Huya platform. Other
revenues are mainly generated from online games, membership, online education, advertising and finance business. Disaggregated
revenues are disclosed in Note 33 “Segment Reporting”.
On January 1, 2018, the Group
adopted ASC 606, “Revenue from Contracts with Customers” using the modified retrospective method applied to those
contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented
under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with the Group’s
historic accounting under Topic 605. Based on the Group’s assessment, the adoption of ASC 606 did not result in any adjustment
on the Group’s consolidated financial statements, and there were no material differences between the Group’s adoption
of ASC 606 and its historic accounting under ASC 605.
Revenues are recognized when
control of the promised virtual items or services is transferred to the Group’s customers, in an amount that reflects the
consideration the Group expects to be entitled to in exchange for those virtual items or services.
The Group has a recharge system
for users to purchase the Group’s virtual currency. Users can recharge via various online payment platforms provided by third
parties. Virtual currency is non-refundable and without expiry. As the virtual currency is often consumed soon after it is purchased
based on history of turnover, the Group considers the impact of the breakage amount for virtual currency coupons is insignificant.
Unconsumed virtual currency is recorded as deferred revenue. Virtual currencies used to purchase virtual items are recognized as
revenue according to the prescribed revenue recognition policies of virtual items addressed below unless otherwise stated.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
2.
|
Principal accounting policies (continued)
|
|
|
Revenue recognition and significant judgments (continued)
|
Live streaming mainly consists
of YY Live platform and Huya platform. It generates revenue from sales of virtual items in the platforms. Users can access the
platforms and view the live streaming content showed by the performers. The Group shares a portion of the sales proceeds of virtual
items (“revenue sharing fee”) with performers and talent agencies in accordance with their revenue sharing arrangements.
Those performers who do not have revenue sharing arrangements with the Group are not entitled to any revenue sharing fee.
The Group evaluates and determines
that it is the principal and views users to be its customers. The Group reports live streaming revenues on a gross basis. Accordingly,
the amounts billed to users are recorded as revenues and revenue sharing fee paid to performers and talent agencies are recorded
as cost of revenues. Where the Group is the principal, it controls the virtual items before they are transferred to users. Its
control is evidenced by the Group’s sole ability to monetize the virtual items before they are transferred to users, and
is further supported by the Group being primarily responsible to users and having a level of discretion in establishing pricing.
The Group designs, creates
and offers various virtual items for sales to users with pre-determined selling price. Sales proceeds are recorded as deferred
revenue and recognized as revenue based on the consumption of the virtual items. Virtual items are categorized as consumable and
time-based items. Consumable items are consumed upon purchase and use while time-based items could be used for a fixed period of
time. Users can purchase and present consumable items to performers to show support for their favorite performers, or purchase
time-based virtual items for one or multiple months for a monthly fee, which provide users with recognized status, such as priority
speaking rights or special symbols over a period of time. Accordingly, live streaming revenue is recognized immediately when the
consumable virtual item is used, or in the case of time-based virtual items, revenue is recognized ratably over the fixed period
on a straight-line basis. The Group does not have further obligations to the user after the virtual items are consumed immediately
or after the stated period of time for time-based items.
The Group may also enter into
contracts that can include various combinations of virtual items, which are generally capable of being distinct and accounted for
as separate performance obligations, such as noble member program. Judgments are required as follow: 1) determining whether those
virtual items are considered distinct performance obligations that should be accounted for separately versus together, 2) determining
the standalone selling price for each distinct performance obligation, and 3) allocating of the arrangement consideration to the
separate accounting of each distinct performance obligation based on their relative standalone selling prices. In instances where
standalone selling price is not directly observable as the Group does not sell the virtual item separately, the Group determines
the standalone selling price based on pricing strategies, market factors and strategic objectives. The Group recognizes revenue
for each of the distinct performance obligations identified in accordance with the applicable revenue recognition method relevant
for that obligation.
As the Group’s live streaming
virtual items are generally sold without right of return and the Group does not provide any other credit and incentive to its users,
therefore accounting of variable consideration when estimating the amount of revenue to recognize is not applicable to the Group’s
live streaming business.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
2.
|
Principal accounting policies (continued)
|
|
|
Revenue recognition and significant judgments (continued)
|
Other revenues
mainly generated from online games, membership, online education, advertising and finance business.
|
(1) Online games revenues
|
The Group generates revenues
from offering virtual items in online games developed by third parties or the Group itself to game players. Historically, the majority
of online games revenues for the three years ended December 31, 2016, 2017 and 2018 were derived from third parties developed
games.
Users play games through the
Group’s platform free of charge and are charged for purchases of virtual items, including consumable and perpetual items,
which can be utilized in the online games to enhance their game-playing experience. Consumable items represent virtual items that
can be consumed by a specific user within a specified period of time. Perpetual items represent virtual items that are accessible
to the users’ account over the life of the online games.
Pursuant to contracts signed
between the Group and the respective game developers, game developers own the games’ copyrights and other intellectual property,
and take primary responsibilities of game development and game operation, including designing, developing and updating of the games
related to game content, pricing of virtual items, providing ongoing updates of new contents and bug fixing. The Group’s
responsibilities under the agreements with the game developers to offer certain standard promotions that include providing access
to the platform, announcing the new games to users on the platform, and occasional advertising on the Group’s platforms.
Therefore, revenues derived from third party developed games are recorded on a net basis, net of the amount paid to game developers.
Given that third party developed
games are managed and administered by the third party game developers, the Group does not have access to the data on the consumption
details such as when the game token is spent on the virtual items or the types of virtual items (consumable or perpetual items)
purchased by each individual game player. However, the Group maintains historical data on timing of the conversion of its virtual
currency into game specific tokens and the amount of purchases of game tokens. The Group believes that its responsibility to the
game developers correspond to the game developers’ services to the users. The Group has adopted a policy to recognize revenues
relating to game tokens for third party developed games over the estimated user relationship period with the Group on a game-by-game
basis, which is approximately one to six months for the periods presented. Future usage patterns may differ from historical usage
patterns and therefore the estimated user relationship period with the Group may change in the future.
The estimated user relationship
period is based on data collected from those users who have acquired game tokens. To estimate the user relationship period, the
Group maintains a system that captures the following information for each user: (a) the frequency that users log into each
game via the Group’s platform, and (b) the amount and the timing of when the users convert or charge his or her game
tokens. The Group estimates the user relationship period for a particular game to be the date a player purchases or converts from
virtual currency to a game token through the date the Group estimates the user plays the game for the last time. This computation
is performed on a user by user basis. Then, the results for all analyzed users are averaged to determine an estimated end user
relationship period for each game. Revenues from in-game payments of each month are recognized over the user relationship period
estimated for that game.
The consideration of user relationship
period with each online game is based on the Group’s best estimate that takes into account all known and relevant information
at the time of assessment. The Group assesses the estimated user relationship period for each game on a quarterly basis. Any adjustments
arising from changes in the user relationship period as a result of new information will be accounted as a change in accounting
estimate in accordance with ASC 250 Accounting Changes and Error Corrections.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
2.
|
Principal accounting policies (continued)
|
|
|
Revenue recognition and significant judgments (continued)
|
The Group operates a membership
subscription program where subscription members can have enhanced user privileges when using YY Client and live streaming channels.
The membership fee is collected up-front from subscribers. The receipt of the revenue is initially recorded as deferred revenue
and revenue is recognized ratably over the period of the subscription when services are rendered. Unrecognized portion beyond 12
months from balance sheet date is classified as long-term deferred revenue.
|
(3) Online education revenues
|
Educational programs and services
consist of vocational training, language training courses and K-12 afterschool education courses. The course fee is generally
paid in advance and is initially recorded as deferred revenue. Revenue for regular courses is recognized proportionately as the
classes are attended, and is reported net of scholarships and course fee refunds. Students are entitled to one trial class of
the purchased course and course fee is fully refundable if a student decides not to take the remaining course after the trial
class. No refund will be provided to a student who withdraws from a course after the trial period, and revenue is recognized for
the amount collected. Course fee refunds were insignificant over the period presented.
In addition to regular courses,
Group also provides a package of several regular courses to students, which has individual fair value in the market. Pursuant to
the applicable accounting guidance, Group has accounted for these course packages as a multiple-element arrangement because each
individual course qualifies as a single unit of accounting, and allocated the course fee from the course package to each individual
course in the package based on its stand alone selling price. Group recognizes revenue equal to the fair value allocated to individual
courses proportionately as the classes are attended.
Students are granted a right
to retake the courses at a substantial discount in the circumstances where the students fail to achieve certain score targets for
some specific courses. The discount arrangement has a stand-alone value and qualifies as a separate unit of accounting under U.S.
GAAP. Therefore, Group has accounted for those courses as a multiple-element arrangement and allocated a portion of the initial
course fee to the substantial discount based on a breakage rate. The breakage rate is determined based on our historical data.
The amount allocated to the substantial discount is deferred and recognized as revenue upon the expiration of the retaking right,
which is generally six months after the end of the initial course term.
Group also sells pre-paid cards
primarily to distributors. Pre-paid card sales represent prepaid service fees received from students for online courses. The prepaid
service fee is recorded as deferred revenue upon receiving the upfront cash payment. Revenue is recognized on a gross basis based
on the selling price of the distributors to the students and is recognized over the period the online course is available to the
students, which generally is from the enrolment date to the completion of the relevant professional examination date.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
2.
|
Principal accounting policies (continued)
|
|
|
Revenue recognition and significant judgments (continued)
|
The Group primarily generate
advertising revenues from sales of various forms of advertising and provision of promotion campaigns on the live streaming platforms
by way of advertisement display or integrated promotion activities in shows and programs on the live streaming platforms. Advertisements
on the Group’s platforms are generally charged on the basis of duration, and advertising contracts are signed to establish
the fixed price and the advertising services to be provided. Where collectability is reasonably assured, advertising revenues from
advertising contracts are recognized ratably over the contract period of display.
The Group enters into advertising
contracts directly with advertisers or third-party advertising agencies that represent advertisers. Payment terms and conditions
vary by contract type, although terms generally include a requirement of payment within 1 to 3 months. Both third-party advertising
agencies and direct advertisers are generally billed at the end of the display period and payments are due usually within 3 months.
In instances where the timing of revenue recognition differs from the timing of billing, the Group has determined the advertising
contracts generally do not include a significant financing component. The primary purpose of the credits terms is to provide customers
with simplified and predictable ways of purchasing the Group’s advertising services, not to receive financing from its customers
or to provide customers with financing.
Certain customers may receive sales
incentives in the forms of discounts and rebates to advertisers or advertising agencies based on purchase volume, which are accounted
for as variable consideration. The Group estimates these amounts based on the expected amount to be provided to customers considering
the contracted rebate rates and estimated sales volume based on historical experience, and reduce revenues recognized. The Group
believes that there will not be significant changes to the estimates of variable consideration.
The Group generates revenues
from micro-credit personal loans provided to individual borrowers and corporate loans to corporate customers. The Group recognizes
financing income related to those services over the life of the underlying financing using the effective interest method on unpaid
principal amounts after net of loan origination cost.
The Group does not accrue financing
revenues when a financing receivables is placed on non-accrual status. Financing revenues will be recognized when cash is received
on a cash basis cost recovery method by applying first to reduce principal and then to interests thereafter.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
2.
|
Principal accounting policies (continued)
|
The Group collects accounts
receivable from various online payment platforms, distribution platforms and advertising customers. The allowance for doubtful
accounts reflects the Group’s best estimate of probable losses inherent in the accounts receivable balance. The Group determines
the allowance based on known troubled accounts, historical experience, and other currently available evidence. The activity in
the allowance for doubtful accounts for the periods presented is disclosed and detailed in Note 9.
The opening balance of accounts
receivable was RMB169,571 as of January 1, 2017. As of December 31, 2017 and 2018, accounts receivable were RMB153,944 and RMB198,428,
respectively. During the years ended December 31, 2016, 2017 and 2018, the Group recognized a reversal of RMB3,571, an addition
of RMB3,049 and an addition of RMB1,198 of allowance for accounts receivable, respectively.
Contract liabilities primarily
consists of deferred revenue for unconsumed virtual items and unamortized revenue from virtual items in the Group’s platforms,
where there is still an obligation to be provided by the Group, which will be recognized as revenue when all of the revenue recognition
criteria are met.
The opening balance of deferred
revenue related to live streaming business as of January 1, 2017 was RMB320,547. As of December 31, 2017 and 2018, deferred revenue
related to live streaming business were RMB682,613 and RMB922,774 respectively. During the years ended December 31, 2017 and 2018,
the Group recognized revenue of live streaming business amounted to RMB308,545 and RMB637,346, respectively, that was included
in the corresponding contract liability balance at the beginning of the periods.
The opening balance of deferred
revenue related to other revenue as of January 1, 2017 was RMB135,595. As of December 31, 2017 and 2018, deferred revenue related
to other revenue were RMB133,149 and RMB120,552, respectively. During the years ended December 31, 2017 and 2018, the Group recognized
revenue of other revenue amounted to RMB122,138 and RMB120,698, respectively, that was included in the corresponding contract liability
balance at the beginning of the periods.
.
During the years ended December
31, 2016, 2017 and 2018, the Group does not have any arrangement where the performance obligations have already been satisfied
in the past year, but the corresponding revenue is recognized in a later year.
As of December 31, 2018, the
aggregate amount of the transaction price allocated to the remaining performance obligation is RMB1,043,326, the Group expects
to recognize RMB951,616 performance obligation as revenue in 2019, the remaining performance obligation is expected to be recognized
as revenue in 2020 and after years. However, the amount and timing of revenue recognition is largely driven by customer usage,
which can extend beyond the original contractual term.
|
(w)
|
Advances from customers and deferred revenue
|
Advances from customers primarily
consist of prepayments from users in the form of the Group’s virtual currency that are not yet consumed or converted into
game tokens, and upon the consumption or conversion, are recognized as revenue according to the prescribed revenue recognition
policies described above.
Deferred revenue primarily consists
of the unamortized game tokens, prepaid subscriptions under the membership program and unamortized revenue from virtual items in
various channels in the Group’s platforms, where there is still an implied obligation to be provided by the Group, which
will be recognized as revenue when all of the revenue recognition criteria are met.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
2.
|
Principal accounting policies (continued)
|
Amounts recorded as cost of
revenue relate to direct expenses incurred in order to generate revenue. Such costs are recorded as incurred. Cost of revenues
primarily consists of (i) revenue sharing fees and content costs, including payments to various channel owners and performers,
and content providers, (ii) bandwidth costs, (iii) salary and welfare, (iv) depreciation and amortization expense for
servers, other equipment and intangibles directly related to operating the platform, (v) payment handling cost, (vi) share-based
compensation, (vii) other taxes and surcharges, and (viii) other costs.
The Group
was subject to cultural development fee at a tax rate of 3% on service income from provision of advertising services in the PRC.
The Group was also subject to surcharges of VAT, which are calculated based on 12% of the VAT paid for the years ended December
31, 2016, 2017 and 2018.
The Group reported other taxes
and surcharges, and cultural development fees in cost of revenues.
Based on the Group’s corporate
structure and the contractual arrangements among the Group’s PRC subsidiaries, the Group’s VIEs and their shareholders,
the Group is effectively subject to 6%, 16% or 17% VAT and related surcharges on revenues generated by the Group’s subsidiaries
based on the Group’s contractual arrangements entered into with the Group’s VIEs.
|
(y)
|
Research and development expenses
|
Research and development expenses
primarily consist of (i) salary and welfare for research and development personnel, (ii) share-based compensation for research
and development personnel, (iii) depreciation of office premise and servers utilized by research and development personnel,
and (iv) rental expenses. Costs incurred during the research stage are expensed as incurred. Costs incurred in the development
stage, prior to the establishment of technological feasibility, which is when a working model is available, are expensed when incurred.
The Group recognizes internal
use software development costs in accordance with guidance on intangible assets and internal use software. This requires capitalization
of qualifying costs incurred during the software’s application development stage and to expense costs as they are incurred
during the preliminary project and post implementation/operation stages. The Group has not capitalized any costs related to internal
use software during the years ended December 31, 2016, 2017 and 2018, respectively.
|
(z)
|
Sales and marketing expenses
|
Sales and marketing expenses
primarily consist of (i) advertising and market promotion expenses, and (ii) salary and welfare for sales and marketing personnel.
The advertising and market promotion expenses amounted to approximately RMB298,681, RMB621,771 and RMB1,065,866 during the years
ended December 31, 2016, 2017 and 2018, respectively.
|
(aa)
|
General and administrative
expenses
|
General and administrative expenses
primarily consist of (i) share-based compensation for management and administrative personnel, (ii) salary and welfare for
general and administrative personnel, and (iii) professional service fees.
|
(bb)
|
Employee social security
and welfare benefits
|
Employees of the Group in the
PRC are entitled to staff welfare benefits including pension, work-related injury benefits, maternity insurance, medical insurance,
unemployment benefit and housing fund plans through a PRC government-mandated multi-employer defined contribution plan. The Group
is required to accrue for these benefits based on certain percentages of the employees’ salaries, up to a maximum amount
specified by the local government. The Group is required to make contributions to the plans out of the amounts accrued. The PRC
government is responsible for the medical benefits and the pension liability to be paid to these employees and the Group’s
obligations are limited to the amounts contributed and no legal obligation beyond the contributions made. Employee social security
and welfare benefits included as expenses in the accompanying statements of comprehensive income amounted to RMB206,704, RMB214,848
and RMB286,139 for the years ended December 31, 2016, 2017 and 2018, respectively.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
2.
|
Principal accounting policies (continued)
|
|
(cc)
|
Share-based compensation
|
The Group grants stock-based award, such as, but not limited to, share options, restricted shares, restricted
share units of the Company, share option, restricted share units and ordinary shares of the Company’s subsidiaries to eligible
employees, officers, directors, and non-employee consultants.
Awards granted to employees,
officers, and directors are initially accounted for as equity-classified awards. The related share-based compensation expenses
are measured at the grant date fair value of the award and are recognized using the graded vesting method, net of estimated forfeiture
rates, over the requisite service period, which is generally the vesting period. Forfeitures are estimated at the time of grant
based on historical forfeiture rates and will be revised in the subsequent periods if actual forfeitures differ from those estimates.
The Group also granted share options, restricted shares and restricted share units to non-employees, which are also initially
accounted for as equity-classified awards. Awards granted to non-employees are initially measured at fair value on the grant date
and periodically remeasured thereafter until the earlier of the performance commitment date or the date the service is completed
and recognized over the period the service is provided. Awards are remeasured at each reporting date using the fair value as at
each period end until the measurement date, generally when the services are completed and share-based awards are vested. Changes
in fair value between the interim reporting dates are recorded in consistent with the method used in recognizing the original
compensation costs.
For an award with a performance
and/or service condition that affects vesting, the performance and/or service condition is not considered in determining the award’s
fair value on the grant date. Performance and service conditions should be considered when the Group is estimating the quantity
of awards that will vest. Compensation cost will reflect the number of awards that are expected to vest and will be adjusted to
reflect those awards that do ultimately vest. The Group recognizes compensation cost for awards with performance conditions if
and when the Group concludes that it is probable that the performance condition will be achieved, net of an estimate of pre-vesting
forfeitures over the requisite service period. The Group reassesses the probability of vesting at each reporting period for awards
with performance conditions and adjusts compensation cost based on its probability assessment, unless on certain situations, the
Group may not be able to determine that it is probable that a performance condition will be satisfied until the event occurs.
ASU 2017-09, Compensation—Stock
Compensation (Topic 718), Scope of Modification Accounting, provides guidance about which changes to the terms or conditions of
a share-based payment award require an entity to apply modification accounting in Topic 718.
An entity should account for
the effects of a modification unless all the followings are met:
- The fair value (or calculated
value or intrinsic value, if such an alternative measurement method is used) of the modified award is the same as the fair value
(or calculated value or intrinsic value, if such an alternative measurement method is used) of the original award immediately before
the original award is modified. If the modification does not affect any of the inputs to the valuation technique that the entity
uses to value the award, the entity is not required to estimate the value immediately before and after the modification.
- The vesting conditions of
the modified award are the same as the vesting conditions of the original award immediately before the original award is modified.
- The classification of the
modified award as an equity instrument or a liability instrument is the same as the classification immediately before the original
award is modified.
The current disclosure requirements
in Topic 718 apply regardless of whether an entity is required to apply modification accounting under the amendments in this ASU
2017-09.
The Group adopted these amendments
to Subtopic 718-10 and there was no impact on the consolidated financial statements for the year ended December 31, 2018.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
2.
|
Principal accounting policies (continued)
|
|
(cc)
|
Share-based compensation (continued)
|
The Group’s share-based
awards mainly include share-based awards of YY as well as share-based awards of Huya, details of which are disclosed in Note 26.
Fair value determination of these share-based awards is summarized as below:
(1) Restricted share units
In determining the fair value
of restricted share units granted, the fair value of the underlying shares of YY on the grant dates is applied. The grant date
fair value of restricted share units is based on stock price of YY in the NASDAQ Global Market.
The fair value of restricted
share units of Huya is determined with reference to stock price of Huya in NYSE.
(2) Share options
In determining the fair value
of share options granted, a binomial option-pricing model is applied. The determination of the fair value is affected by the stock
price of YY in the NASDAQ Global Market, as well as assumptions regarding a number of complex and subjective variables, including
risk-free interest rates, exercise multiples, expected forfeiture rates, the expected share price volatility rates, and expected
dividends.
The Group uses the similar
meth in determining the fair value of share options granted by Huya.
(3) Huya’s ordinary shares
Prior to the IPO, in determining
the fair value of the ordinary shares of Huya granted, a combination of discounted cash flow method (“DCF”) under income
approach and guideline companies method (“GCM”) under market approach is applied, with a discount for lack of marketability,
given that the shares underlying the awards were not publicly traded at the time of grant. DCF method of the income approach involves
applying appropriate weighted average cost of capital, or WACC, to discount the future cash flows forecast, based on the Group’s
best estimates as of the valuation date, to present value. The WACC was determined based on a consideration of the factors including
risk-free rate, comparative industry risk, equity risk premium, company size and non-systematic risk factors. GCM was also adopted
under the market approach to arrive at an equity valuation for Huya. GCM employs trading multiples method of selected public comparable
companies including trailing and leading Enterprise Value/Revenue multiples. Based on the Huya’s current stage of development
and the conceptual strength of the income approach, 50% weight was assigned to each of the income approach and the market approach
for the valuation date.
Upon the completion of Huya’s
initial public offering, the fair value of Huya’s ordinary shares is determined with reference to stock price of Huya in
NYSE
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
2.
|
Principal accounting policies (continued)
|
Other income primarily consists
of government grants which represent cash subsidies received from the PRC government by the Group entities. Government grants are
originally recorded as deferred revenue when received upfront. After all of the conditions specified in the grants have been met,
the grants are recognized as operating income.
Each lease is classified at
the inception date as either a finance lease or an operating lease. For the lessee, a lease is a finance lease if any of the following
conditions exist: a) ownership of the leased property is transferred to the lessee by the end of the lease term, b) there is a
bargain purchase option, c) the lease term is at least 75% of the leased property’s estimated remaining economic life or
d) the present value of the minimum lease payments at the beginning of the lease term is 90% or more of the fair value of the leased
property to the leaser at the inception date. A finance lease is accounted for as if there was an acquisition of an asset and an
incurrence of an obligation at the inception of the lease. All other leases are accounted for as operating leases. Payments made
under operating lease are charged to the consolidated statement of comprehensive income on a straight-line basis over the term
of underlying lease. The Group has no finance lease for any of the years presented.
For the sales-and-leaseback
transactions where the Group is the buyer-lessor, the transaction is accounted for as a finance lease, details of which are disclosed
in Note 2(k).
Current income taxes are provided
on the basis of net income for financial reporting purposes, adjusted for income and expense items which are not assessable or
deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions. Deferred income taxes
are accounted for using an asset and liability method. Under this method, deferred income taxes are recognized for the tax consequences
of temporary differences by applying enacted statutory rates applicable to future years to differences between the financial statement
carrying amounts and the tax bases of existing assets and liabilities. The tax base of an asset or liability is the amount attributed
to that asset or liability for tax purpose. The effect on deferred taxes of a change in tax rates is recognized in statement of
comprehensive income in the period of change. A valuation allowance is provided to reduce the amount of deferred tax assets if
it is considered more likely than not that some portion of, or all of the deferred tax assets will not be realized.
Uncertain tax positions
The guidance on accounting for
uncertainties in income taxes prescribes a more likely than not threshold for financial statement recognition and measurement of
a tax position taken or expected to be taken in a tax return. Guidance was also provided on derecognition of income tax assets
and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties
associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures. Significant judgment
is required in evaluating the Group’s uncertain tax positions and determining its provision for income taxes. The Group recognizes
interests and penalties, if any, under accrued expenses and other current liabilities on its balance sheet and under other expenses
in its statements of comprehensive income. The Group did not recognize any significant interest and penalties associated with uncertain
tax positions for the years ended December 31, 2016, 2017 and 2018. As of December 31, 2017 and 2018, the Group did not
have any significant unrecognized uncertain tax positions.
Adoption of ASU 2016-16
In October 2016, the FASB issued
ASU 2016-16, Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory (Topic 740). This standard will require entities
to recognize the income tax consequences of intra-entity transfers of assets other than inventory at the time of transfer. This
standard requires a modified retrospective approach to adoption. The Group adopted ASU 2016-16 from January 1, 2018 using a modified
retrospective transition method. There was no material impact to the Company’s consolidated financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
2.
|
Principal accounting policies (continued)
|
The Group’s subsidiaries
and VIEs established in the PRC are required to make appropriations to certain non-distributable reserve funds.
In accordance with the laws
applicable to China’s Foreign Investment Enterprises, the Group’s subsidiaries registered as wholly owned foreign enterprises
have to make appropriations from its after-tax profit (as determined under the Accounting Standards for Business Enterprises as
promulgated by the Ministry of Finance of the People’s Republic of China (“PRC GAAP”) to reserve funds including
general reserve fund, and staff bonus and welfare fund. The appropriation to the general reserve fund must be at least 10% of the
after-tax profits calculated in accordance with PRC GAAP. Appropriation is not required if the reserve fund has reached 50% of
the registered capital of the company. Appropriation to the staff bonus and welfare fund is at the company’s discretion.
In addition, in accordance with
the Company Laws of the PRC, the VIEs of the Company registered as PRC domestic companies must make appropriations from its after-tax
profit as determined under the PRC GAAP to non-distributable reserve funds including a statutory surplus fund and a discretionary
surplus fund. The appropriation to the statutory surplus fund must be at least 10% of the after-tax profits as determined under
the PRC GAAP. Appropriation is not required if the surplus fund has reached 50% of the registered capital of the company. Appropriation
to the discretionary surplus fund is made at the discretion of the company.
The use of the general reserve
fund, statutory surplus fund and discretionary surplus fund are restricted to the offsetting of losses or increasing capital of
the respective company. The staff bonus and welfare fund is a liability in nature and is restricted to fund payments of special
bonus to staff and for the collective welfare of employees. All these reserves are not allowed to be transferred to the Company
in terms of cash dividends, loans or advances, nor can they be distributed except under liquidation.
During the years ended December
31, 2016, 2017 and 2018, appropriations to general reserve fund and statutory surplus fund amounted to RMB2,350, RMB3,861, and
RMB39,007 respectively.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
2.
|
Principal accounting policies (continued)
|
Parties are considered to be
related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over
the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common
control or significant influence, such as a family member or relative, shareholder, or a related corporation.
Dividends are recognized when
declared. No dividends on common shares were declared for the years ended December 31, 2016, 2017 and 2018, respectively.
The Group does not have any present plan to pay any dividends on common shares in the foreseeable future. The Group currently intends
to retain the available funds and any future earnings to operate and expand its business.
Basic income per share is computed
on the basis of the weighted-average number of common shares outstanding during the period under measurement. Diluted income per
share is based on the weighted-average number of common shares outstanding and potential common shares. Potential common shares
result from the assumed exercise of outstanding share options, restricted shares and restricted share units or other potentially
dilutive equity instruments, when they are dilutive under the treasury stock method or the if-converted method.
|
(kk)
|
Comprehensive income
|
Comprehensive income is defined
as the change in equity of the Company during a period arising from transactions and other events and circumstances excluding transactions
resulting from investments by shareholders and distributions to shareholders. Comprehensive income is reported in the consolidated
statements of comprehensive income.
As of December 31, 2017, accumulated
other comprehensive income/loss of the Group includes the unrealized gain of available-for-sale securities and the foreign currency
translation adjustments. As of December 31, 2018, accumulated other comprehensive income/loss of the Group is the foreign currency
translation adjustments.
Operating segments are defined
as components of an enterprise engaging in businesses activities for which separate financial information is available that is
regularly evaluated by the Group’s chief operating decision makers (“CODM”) in deciding how to allocate resources
and assess performance. The Group’s chief operating decision maker has been identified as the Chief Executive Officer, who
reviews segment results when making decisions about allocating resources and assessing performance of the Group.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
2.
|
Principal accounting policies (continued)
|
|
(mm)
|
Recently issued accounting pronouncements
|
In February 2016, the Financial
Accounting Standards Board (FASB) issued Accounting Standards Update No. 2016-02 (Topic 842) “Leases”. Topic 842 supersedes
the lease requirements in Accounting Standards Codification (ASC) Topic 840, “Leases”. Under Topic 842, lessees are
required to recognize assets and liabilities on the balance sheet for most leases and provide enhanced disclosures. Leases will
continue to be classified as either finance or operating. The Company will adopt the new standard using the optional transition
method (from ASU 2018-11, Leases Targeted Improvements) for fiscal years and interim periods within 2019. As permitted under the
transition guidance, the Company will carry forward the assessment of whether the existing contracts contain or are leases, classification
of the leases and remaining lease terms. Based on the portfolio of leases as of December 31, 2018, lease assets of approximately
RMB 145 million and liabilities of approximately RMB141 million will be recognized on the Group’s balance sheet upon adoption,
primarily relating to the rental of buildings.
In June 2016, the FASB issued
Accounting Standards Update (“ASU”) 2016-13: Financial Instruments-Credit Losses (Topic 326), which requires entities
to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions,
and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of
credit losses on financial assets measured at amortized cost. This guidance is effective for fiscal years, and interim periods
within those fiscal years, beginning after December 15, 2019. Early application will be permitted for all entities for fiscal years,
and interim periods within those fiscal years, beginning after December 15, 2018. The Company is in the process of evaluating the
impact of the standard on its consolidated financial statements.
In January 2017, the FASB issued
Accounting Standards Update (“ASU”) 2017-04: Simplifying the Test for Goodwill Impairment. The guidance removes Step
2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the
amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill.
The guidance should be adopted on a prospective basis for the annual or any interim goodwill impairment tests beginning after December
15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January
1, 2017. The Company is in the process of evaluating the impact of the standard on its consolidated financial statements.
In June 2018, the FASB issued
ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting: The amendments in this Update expand the scope of Topic
718 to include share based payment transactions for acquiring goods and services from nonemployees. An entity should apply the
requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution
of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period).
The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services
to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that
Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted
in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606. The amendments
in this Update are effective for public business entities for fiscal years beginning after December 15, 2018, including interim
periods within that fiscal year. For all other entities, the amendments are effective for fiscal years beginning after December
15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier
than an entity’s adoption date of Topic 606. The Company does not expect ASU 2018-07 to have a material impact to the Company’s
consolidated financial statements.
In August 2018, the FASB issued
ASU 2018-13, Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this
standard will remove, modify and add certain disclosures under ASC Topic 820, Fair Value Measurement, with the objective of improving
disclosure effectiveness. ASU 2018-13 will be effective for the Group’s fiscal year beginning January 1, 2020, with early
adoption permitted. The transition requirements are dependent upon each amendment within this update and will be applied either
prospectively or retrospectively. The Company does not expect ASU 2018-13 to have a material impact to the Company’s consolidated
financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
3.
|
Certain risks and concentration
|
Foreign ownership of internet-based
businesses is subject to significant restrictions under the current PRC laws and regulations. The PRC government regulates internet
access, the distribution of online information and the conduct of online commerce through strict business licensing requirements
and other government regulations. These laws and regulations also limit foreign ownership in PRC companies that provide internet
information distribution services. Specifically, foreign ownership in an internet information provider or other value-added telecommunication
service providers may not exceed 50%. Foreigners or foreign invested enterprises are currently not able to apply for the required
licenses for operating online games in the PRC. The Company is incorporated in the Cayman Islands and accordingly, the Company
is considered as a foreign invested enterprise under PRC law.
As mentioned in Note 1(d), in
order to comply with the PRC laws restricting foreign ownership in the online business in China, the Group operates the online
business in China through contractual arrangements with its principal VIEs, namely Guangzhou Huaduo and Guangzhou Huya. As of December 31,
2018, Beijing Tuda and Guangzhou Huaduo own the majority equity interests of Guangzhou Huaduo and Guangzhou Huya, respectively.
Guangzhou Huaduo and Guangzhou
Huya hold the licenses and permits necessary to conduct its internet value-added services and online advertising in the PRC. If
the Company had direct ownership of the VIE, it would be able to exercise its rights as a shareholder to effect changes in the
board of directors, which in turn could affect changes at the management level, subject to any applicable fiduciary obligations.
However, under the current contractual arrangements, it relies on the VIE and its shareholders’ performance of their contractual
obligations to exercise effective control. In addition, the Group’s contractual agreements have terms range from 10 to 30
years, which are subject to Beijing Huanju Shidai and Huya Technology’s unilateral termination right. Under the respective
service agreements, Beijing Huanju Shidai and Huya Technology will provide services including technology support, technology services,
business support and consulting services to Guangzhou Huaduo and Guangzhou Huya, respectively, in exchange for service fees. The
amount of service fees payable is determined by various factors, including (a) a percentage of Guangzhou Huaduo and Guangzhou
Huya’s revenues or earnings, and (b) the expenses that Beijing Huanju Shidai and Huya Technology incur for providing
such services. Beijing Huanju Shidai and Huya Technology may charge up to 100% of the income in Guangzhou Huaduo and Guangzhou
Huya and a multiple of the expenses incurred for providing such services, as determined by Beijing Huanju Shidai and Huya Technology,
respectively, from time to time. The service fees payable by Guangzhou Huaduo and Guangzhou Huya to Beijing Huanju Shidai and Huya
Technology are determined to be up to 100% of the profits of Guangzhou Huaduo and Guangzhou Huya, with the timing of such payment
to be determined at the sole discretion of Beijing Huanju Shidai and Huya Technology. If fees were incurred, it would be significant
to the Company and the operating companies’ economic performance because it will be incurred and paid at up to 100% of the
earnings of the VIE. Fees incurred would be remitted, subject to further PRC restrictions. None of the VIEs or their shareholders
are entitled to terminate the contracts prior to the expiration date, unless under remote circumstances such as a material breach
of agreement or bankruptcy as it pertains to the service and business operation agreements and their amendment.
For the years ended December 31,
2016, 2017 and 2018, the Company’s wholly owned foreign enterprises determined that service fees of RMB305,792, RMB279,828
and RMB744,339 were charged to the Group’s VIEs, respectively.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
3.
|
Certain risks and concentration (continued)
|
|
(a)
|
PRC regulations (continued)
|
Further, the Group believes
that the contractual arrangements among Beijing Huanju Shidai, Huya Technology and Bilin Changxiang, the VIEs, and their shareholders
are in compliance with PRC law and are legally enforceable. However, there are substantial uncertainties regarding the interpretation
and application of PRC laws and regulations including those that govern the contractual arrangements, which could limit the Group’s
ability to enforce these contractual arrangements and if the nominee shareholders of the VIEs were to reduce their interests in
the Group, their interest may diverge from that of the Group and that may potentially increase the risk that they would seek to
act contrary to the contractual arrangements.
In March 2019, the National
People’s Congress enacted PRC Foreign Investment Law which would be effective starting from January 1, 2020. The Foreign
Investment Law does not explicitly classify contractual arrangements as a form of foreign investment, but it contains a catch-all
provision under the definition of “foreign investment,” which includes investments made by foreign investors through
means stipulated in laws or administrative regulations or other methods prescribed by the State Council. Existing laws or administrative
regulations remain unclear whether the contractual arrangements with variable interest entities will be deemed to be in violation
of the market access requirements for foreign investment under the PRC laws and regulations. However, the possibility that such
entities will be deemed as foreign invested enterprise and subject to relevant restrictions in the future shall not be excluded.
If VIEs fall within the definition of foreign investment entities, the Group’s ability to use the contractual arrangements
with its VIEs and the Group’s ability to conduct business through the VIEs could be severely limited. The Group’s ability
to control the VIEs also depends on the power of attorney that the wholly owned subsidiary of the Group has to vote on all matters
requiring shareholder approval in the VIEs. As noted above, the Group believes these power of attorney are legally enforceable
but may not be as effective as direct equity ownership. In addition, if the Group’s corporate structure and the contractual
arrangements with the VIEs through which the Group conducts its business in the PRC were found to be in violation of any existing
or future PRC laws and regulations, the Group’s relevant PRC regulatory authorities could:
• revoke or refuse to
grant or renew the Group’s business and operating licenses;
• restrict or prohibit
related party transactions between the wholly owned subsidiary of the Group and the VIE;
• impose fines, confiscate
income or other requirements which the Group may find difficult or impossible to comply with;
• require the Group to
alter, discontinue or restrict its operations;
• restrict or prohibit
the Group’s ability to finance its operations, and;
• take other regulatory
or enforcement actions against the Group that could be harmful to the Group’s business.
The imposition of any of these
restrictions or actions could result in a material adverse effect on the Group’s ability to conduct its business. In such
case, the Group may not be able to operate or control the VIEs, which may result in deconsolidation of the VIEs in the Group’s
consolidated financial statements. In the opinion of management, the likelihood for the Group to lose such ability is remote based
on current facts and circumstances. The Group’s operations depend on the VIEs to honor their contractual arrangements with
the Group. These contractual arrangements are governed by PRC law and disputes arising out of these agreements are expected to
be decided by arbitration in the PRC. The management believes that each of the contractual arrangements constitutes valid and legally
binding obligations of each party to such contractual arrangements under PRC laws. However, the interpretation and implementation
of the laws and regulations in the PRC and their application to an effect on the legality, binding effect and enforceability of
contracts are subject to the discretion of competent PRC authorities, and therefore there is no assurance that relevant PRC authorities
will take the same position as the Group herein in respect of the legality, binding effect and enforceability of each of the contractual
arrangements. Meanwhile, since the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations
and rules are not always uniform and enforcement of these laws, regulations and rules involve uncertainties, which may limit legal
protections available to the Group to enforce the contractual arrangements should the VIEs or the nominee shareholders of the VIEs
fail to perform their obligations under those arrangements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
3.
|
Certain risks and concentration (continued)
|
|
(a)
|
PRC regulations (continued)
|
The following consolidated financial
information of the Group’s VIEs excluding the intercompany items with the Group’s subsidiaries was included in the
accompanying consolidated financial statements as of and for the years ended:
|
|
December 31,
|
|
|
|
2017
|
|
|
2018
|
|
|
|
RMB
|
|
|
RMB
|
|
Assets
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
1,343,731
|
|
|
|
4,665,938
|
|
Short-term deposits
|
|
|
3,400,000
|
|
|
|
2,100,000
|
|
Restricted short-term deposits
|
|
|
1,000,000
|
|
|
|
-
|
|
Short-term investments
|
|
|
124,550
|
|
|
|
979,052
|
|
Accounts receivable, net
|
|
|
149,958
|
|
|
|
192,932
|
|
Inventory
|
|
|
315
|
|
|
|
-
|
|
Amounts due from related parties
|
|
|
9,309
|
|
|
|
172,258
|
|
Financing receivables, net
|
|
|
-
|
|
|
|
725,336
|
|
Prepayments and other current assets
|
|
|
190,456
|
|
|
|
663,437
|
|
Total current assets
|
|
|
6,218,319
|
|
|
|
9,498,953
|
|
|
|
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
|
|
|
Long-term deposits
|
|
|
-
|
|
|
|
1,000,000
|
|
Deferred tax assets
|
|
|
113,017
|
|
|
|
70,834
|
|
Investments
|
|
|
582,775
|
|
|
|
862,272
|
|
Property and equipment, net
|
|
|
359,912
|
|
|
|
655,402
|
|
Intangible assets, net
|
|
|
15,504
|
|
|
|
57,050
|
|
Land use rights, net
|
|
|
1,832,739
|
|
|
|
1,784,639
|
|
Amounts due from related parties
|
|
|
20,000
|
|
|
|
-
|
|
Other non-current assets
|
|
|
133,812
|
|
|
|
143,240
|
|
Total non-current assets
|
|
|
3,057,759
|
|
|
|
4,573,437
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
9,276,078
|
|
|
|
14,072,390
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
67,817
|
|
|
|
112,167
|
|
Deferred revenue
|
|
|
757,244
|
|
|
|
950,816
|
|
Advances from customers
|
|
|
80,406
|
|
|
|
101,690
|
|
Income taxes payable
|
|
|
142,204
|
|
|
|
162,118
|
|
Accrued liabilities and other current liabilities
|
|
|
1,404,877
|
|
|
|
2,207,138
|
|
Amounts due to related parties
|
|
|
30,502
|
|
|
|
28,336
|
|
Total current liabilities
|
|
|
2,483,050
|
|
|
|
3,562,265
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
|
|
|
Deferred revenue
|
|
|
52,185
|
|
|
|
86,977
|
|
Deferred tax liabilities
|
|
|
8,404
|
|
|
|
-
|
|
Total non-current liabilities
|
|
|
60,589
|
|
|
|
86,977
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
2,543,639
|
|
|
|
3,649,242
|
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
3.
|
Certain risks and concentration (continued)
|
|
(a)
|
PRC regulations (continued)
|
|
|
For the year ended
December 31,
|
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues
|
|
|
8,164,100
|
|
|
|
11,577,104
|
|
|
|
15,740,097
|
|
Net income
|
|
|
1,874,435
|
|
|
|
2,766,279
|
|
|
|
3,475,109
|
|
|
|
For the year ended December 31,
|
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
2,538,836
|
|
|
|
3,974,085
|
|
|
|
4,672,879
|
|
Net cash used in investing activities
|
|
|
(1,313,002
|
)
|
|
|
(3,571,668
|
)
|
|
|
(1,212,622
|
)
|
Net cash provided by financing activities
|
|
|
8,508
|
|
|
|
66,875
|
|
|
|
-
|
|
|
|
|
1,234,342
|
|
|
|
469,292
|
|
|
|
3,460,257
|
|
|
(b)
|
Foreign exchange risk
|
The revenues and expenses of
the Group’s entities in the PRC are generally denominated in RMB and their assets and liabilities are denominated in RMB.
The Group’s oversea operation and financing activities are denominated in U.S. dollars. The RMB is not freely convertible
into foreign currencies. Remittances of foreign currencies into the PRC or remittances of RMB out of the PRC as well as exchange
between RMB and foreign currencies require approval by foreign exchange administrative authorities and certain supporting documentation.
The State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion
of RMB into other currencies.
Assets that potentially expose
the Group to credit risk primarily consist of cash and cash equivalents, short-term deposits, long-term deposits, short-term investments,
accounts receivable, financing receivables, amounts due from related parties, prepayments and other current assets.
As of December 31, 2017
and 2018, substantially all of the Group’s cash and cash equivalents, short-term deposits, short-term investments and long-term
deposits were placed with the PRC and international financial institutions. Management chooses these institutions because of their
reputations and track records for stability, and their known large cash reserves, and management periodically reviews these institutions’
reputations, track records, and reported reserves. Management expects that any additional institutions that the Group uses for
its cash and bank deposits will be chosen with similar criteria for soundness. Nevertheless under the PRC law, it is required that
a commercial bank in the PRC that holds third party cash deposits should maintain a certain percentage of total customer deposits
taken in a statutory reserve fund for protecting the depositors’ rights over their interests in deposited money. PRC banks
are subject to a series of risk control regulatory standards; PRC bank regulatory authorities are empowered to take over the operation
and management of any PRC bank that faces a material credit crisis. The Group believes that it is not exposed to unusual risks
as these financial institutions are either PRC banks or international banks with high credit quality. The Group had not experienced
any losses on its deposits of cash and cash equivalents and term deposits during the years ended December 31, 2016, 2017 and
2018 and believes that its credit risk to be minimal.
The risk with respect to accounts
receivable is mitigated by credit evaluations the Group performs on the payment platforms, game platforms, customers and the ongoing
monitoring process of outstanding balances.
The Group is exposed to default
risk on its financing receivables. The Group conducts credit evaluations of customers in finance business, either on an individual
or collective basis. The Group also considers the value of collateral assets when assessing the collectability of certain financing
receivables. Credit risk is controlled by the application of credit approvals, limits and monitoring procedures.
Amounts due from related parties,
prepayments and other current assets are typically unsecured. In evaluating the collectability of the balance, the Group considers
many factors, including the related parties and third parties’ repayment history and their credit-worthiness. An allowance
for doubtful accounts is made when collection of the full amount is no longer probable.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
4.
|
Business combination and
disposal of subsidiaries
|
Disposal of Shanghai Beifu
Culture Communication Co., Ltd. (“Beifu”)
Beifu, a company engaged in
the operation of E-commerce, was acquired by the Group in 2015.
In June 2016, the Group disposed
of 60% equity interest of Beifu for a total consideration of RMB3,500. After the disposal, the Group retained 10% equity interest
of Beifu and accounted for the investment in Beifu as an equity investment as the Group still had significant influence over Beifu.
As a result, Beifu ceased to be a subsidiary of the Group. A total loss of RMB23,474 was recognized, which was the difference between
(a) the aggregate of the fair value of consideration received, the fair value of the retained non-controlling interests and the
carrying amount of non-controlling interests being deconsolidated, amounting to RMB13,236 collectively and (b) the carrying amount
of the assets and liabilities being deconsolidated, amounting to RMB36,710. As part of the total loss recognized, the loss related
to the remeasurement of the retained non-controlling investment to fair value was RMB3,088.
Disposal of Beijing Huanqiu
Xingxue Technology Development Co., Ltd. (“Xingxue”)
Xingxue, a company engaged in
online vocational education, was acquired by the Group in 2014.
In December 2016, the Group
disposed of 33.86% equity interest of Xingxue for a total consideration of RMB118,500, which was collected in 2017. After the disposal,
the Group retained 31.14% equity interest of Xingxue. As a result, Xingxue ceased to be a subsidiary of the Group. A total income
of RMB127,434 was recognized, which is the difference between (a) the aggregate of the fair value of consideration received, the
fair value of the retained non-controlling interests and the carrying amount of non-controlling interests being deconsolidated,
amounting to RMB282,433 collectively and (b) the carrying amount of the assets and liabilities being deconsolidated, amounting
to RMB154,999. As part of the total gains recognized, the gain related to the remeasurement of the retained non-controlling investment
to fair value was RMB57,791.
Disposal of Beijing Yunke
Online Technology Development Co., Ltd. (“Yunke Online”)
Yunke Online, a company engaged
in online language education, was acquired by the Group in 2014. In January 2017, the Group disposed of 46% equity interest of
Yunke Online. After the disposal, the Group retained 34% equity interest of Yunke Online. As a result, Yunke Online ceased to be
a subsidiary of the Group. A total income of RMB37,989 was recognized.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
5.
|
Cash and cash equivalents
|
Cash and cash equivalents represent
cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with maturities
of three months or less. Cash and cash equivalents balance as of December 31, 2017 and 2018 primarily consist of the following
currencies:
|
|
December 31, 2017
|
|
|
December 31, 2018
|
|
|
|
Amount
|
|
|
RMB
equivalent
|
|
|
Amount
|
|
|
RMB
equivalent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RMB
|
|
|
1,627,044
|
|
|
|
1,627,044
|
|
|
|
4,707,868
|
|
|
|
4,707,868
|
|
US$
|
|
|
151,529
|
|
|
|
990,388
|
|
|
|
188,869
|
|
|
|
1,296,284
|
|
Others
|
|
|
-
|
|
|
|
-
|
|
|
|
N/A
|
|
|
|
79
|
|
Total
|
|
|
|
|
|
|
2,617,432
|
|
|
|
|
|
|
|
6,004,231
|
|
|
6.
|
Short-term and Long-term
deposits
|
Short-term deposits represent
time deposits placed with banks with original maturities between three months and one year. Long-term deposits represent time deposits
placed with banks with original maturities more than one year. The term deposits balance as of December 31, 2017 and 2018 primarily
consist of the following currencies:
|
|
December 31, 2017
|
|
|
December 31, 2018
|
|
|
|
Amount
|
|
|
RMB
equivalent
|
|
|
Amount
|
|
|
RMB
equivalent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term deposits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RMB
|
|
|
3,400,000
|
|
|
|
3,400,000
|
|
|
|
2,100,000
|
|
|
|
2,100,000
|
|
US$
|
|
|
397,816
|
|
|
|
2,600,104
|
|
|
|
761,573
|
|
|
|
5,226,996
|
|
Total
|
|
|
|
|
|
|
6,000,104
|
|
|
|
|
|
|
|
7,326,996
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term deposits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RMB
|
|
|
-
|
|
|
|
-
|
|
|
|
1,000,000
|
|
|
|
1,000,000
|
|
|
7.
|
Restricted short-term
deposits
|
|
As of December 31, 2017, the Group had restricted short-term deposits balance of RMB1,000 million representing pledged deposit with banks in China in order to obtain banking facilities amounting to US$160 million. As of December 31, 2018, no short-term deposit was restricted.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
8.
|
Short-term investments
|
As of December 31, 2017 and 2018,
the Group’s investments in financial instruments were RMB124,550 and RMB979,053, respectively. Since these investments’
maturity dates are within one year, they are classified as short-term investments.
|
9.
|
Accounts receivable, net
|
|
|
December 31,
|
|
|
|
2017
|
|
|
2018
|
|
|
|
RMB
|
|
|
RMB
|
|
|
|
|
|
|
|
|
Accounts receivable, gross
|
|
|
161,300
|
|
|
|
206,772
|
|
Less: allowance for doubtful receivables
|
|
|
(7,356
|
)
|
|
|
(8,344
|
)
|
|
|
|
|
|
|
|
|
|
Accounts receivable, net
|
|
|
153,944
|
|
|
|
198,428
|
|
The following table summarizes
the details of the Group’s allowance for doubtful accounts:
|
|
For the year ended December 31,
|
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
|
|
|
|
|
|
|
|
|
Balance at the beginning of the year
|
|
|
(58,791
|
)
|
|
|
(55,220
|
)
|
|
|
(7,356
|
)
|
Reversals (additions) charged to general and administrative expenses, net
|
|
|
3,571
|
|
|
|
(3,049
|
)
|
|
|
(1,198
|
)
|
Write-off during the year
|
|
|
-
|
|
|
|
50,913
|
|
|
|
210
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at the end of the year
|
|
|
(55,220
|
)
|
|
|
(7,356
|
)
|
|
|
(8,344
|
)
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
10.
|
Financing receivables,
net
|
Financing receivables consist of the following:
|
|
December 31,
|
|
|
|
2018
|
|
|
|
RMB
|
|
|
|
|
|
Financing receivables, gross
|
|
|
|
|
Micro-credit personal loans
|
|
|
734,108
|
|
Corporate loans
|
|
|
274,857
|
|
Total
|
|
|
1,008,965
|
|
|
|
|
|
|
Less: allowance for financing receivables
|
|
|
(15,829
|
)
|
|
|
|
|
|
Financing receivables, net
|
|
|
993,136
|
|
|
|
|
|
|
Current portion
|
|
|
768,343
|
|
Non-current portion
|
|
|
224,793
|
|
As of December 31, 2018, micro-credit personal loans
amounting to RMB 371,031 were guaranteed by a third party corporation.
The following table presents
the aging of financing receivables as of December 31, 2018.
|
|
1-90
days
past due
|
|
|
91-180 days
past due
|
|
|
181-360 days
past due
|
|
|
Total
past due
|
|
|
Current
|
|
|
Total financing
receivables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Micro-credit personal loans
|
|
|
13,074
|
|
|
|
6,590
|
|
|
|
1,411
|
|
|
|
21,075
|
|
|
|
713,033
|
|
|
|
734,108
|
|
Corporate loans
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
274,857
|
|
|
|
274,857
|
|
|
|
|
13,074
|
|
|
|
6,590
|
|
|
|
1,411
|
|
|
|
21,075
|
|
|
|
987,890
|
|
|
|
1,008,965
|
|
The non-accrual financing receivables
related to personal loans as of December 31, 2018 amounted to RMB 8,001, due to the 90 days past due.
A majority of the Group’s
corporate loan business was in the form of sale-and-leaseback arrangements, under which the Group purchases equipment from third
party companies and lease back the equipment to the third party companies. In January 2019, one of the lessees was unable to repay
the principal amount of around RMB15 million due in January 2019. The total financing receivable due from this lessee was RMB199
million as of December 31, 2018. The Group has brought a lawsuit against this lessee to the court, claiming the lessee to repay
all the outstanding amount due to the Group. Pursuant to the finance lease agreement, the legal titles of the equipment purchased
by the Group have been transferred to the Group and the fair value of the equipment exceeds the total financing receivable due
from the lessee. The Group also pledged or applied to the court to preserve certain assets of the lessee or the lessee’s
related entity. The Group believed that the financing receivable due from the lessee can be recovered based on the measures taken
and therefore no loss allowance was provided against the receivable. The financing receivable was placed on non-accrual status
after the lessee was unable to repay the principal due in January 2019. The Group has decided not to further develop corporate
loan business so as to avoid further potential risk arising from such business.
Movement of allowance for financing
receivables is as follows:
|
|
For the year ended
December 31,
|
|
|
|
2018
|
|
|
|
RMB
|
|
|
|
|
|
Balance at the beginning of the year
|
|
|
-
|
|
Charge for the year
|
|
|
(15,829
|
)
|
|
|
|
|
|
Balance at the end of the year
|
|
|
(15,829
|
)
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
11.
|
Prepayments and other
current assets
|
|
|
December 31,
|
|
|
|
2017
|
|
|
2018
|
|
|
|
RMB
|
|
|
RMB
|
|
|
|
|
|
|
|
|
Interests receivable
|
|
|
78,274
|
|
|
|
218,553
|
|
Prepayments and deposits to vendors and content providers
|
|
|
81,319
|
|
|
|
183,293
|
|
Loans to third parties
|
|
|
-
|
|
|
|
180,964
|
|
Receivables from payment platforms
|
|
|
-
|
|
|
|
112,061
|
|
Amounts receivables from issuance of a subsidiary’s preferred shares
|
|
|
-
|
|
|
|
102,951
|
|
Value added taxes to be deducted
|
|
|
-
|
|
|
|
69,563
|
|
Receivables from disposal of subsidiaries and investments
|
|
|
7,986
|
|
|
|
59,255
|
|
Rental and other deposits
|
|
|
14,214
|
|
|
|
22,457
|
|
Employee advances
|
|
|
16,697
|
|
|
|
11,536
|
|
Others
|
|
|
23,449
|
|
|
|
58,386
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
221,939
|
|
|
|
1,019,019
|
|
|
|
December 31,
|
|
|
|
2017
|
|
|
2018
|
|
|
|
RMB
|
|
|
RMB
|
|
|
|
|
|
|
|
|
Equity investments accounted for using the equity method (i)
|
|
|
309,241
|
|
|
|
378,378
|
|
Equity investments with readily determinable fair values (ii)
|
|
|
138,251
|
|
|
|
238,915
|
|
Equity investments without readily determinable fair values (iii)
|
|
|
703,566
|
|
|
|
3,974,231
|
|
Available-for-sale debt securities
|
|
|
1,961
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,153,019
|
|
|
|
4,591,524
|
|
|
(i)
|
In 2017 and 2018, the Group
acquired minority stake of a number of privately-held entities with total consideration of RMB21,740 and RMB14,277, respectively.
Investments have been accounted for under the equity method where the Group has significant influence on these investments and
the investments are considered as in-substance ordinary shares.
|
|
(ii)
|
In 2018, the Group made an investment in
a third party investment fund with total consideration of RMB204,499. The Group does not have the ability to exercise significant
influence over the investment. Therefore, it has been precluded from applying the equity method of accounting.
In 2018, fair value loss of RMB113,677 related to investments with readily determinable fair values was recognized
in gain on fair value changes of investments, all of which was unrealized.
|
|
(iii)
|
Equity securities without readily determinable fair values
and over which the Company has neither significant influence nor control through investments in common stock or in-substance common
stock.
|
In 2017 and 2018, the Group acquired minority preffered shares
or ordinary shares of a number of privately-held entities with total consideration of RMB301,848 and RMB2,118,648, respectively.
The ownship interests were less than 20% of the investees’ total equities. The Company has neither significant influence
nor control in these investees. These equity investments are not considered as debt securities or equity securities that have readily
determinable fair values. Accordingly the Company elected to account for these investments at cost less impairments, adjusted by
observable price changes.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
12.
|
Investments (continued)
|
In 2018, fair value gain of RMB1,803,081
due to the observable price change, was recognized in gain on fair value changes of investments (Note 29). Out of the fair value
gain of RMB1,803,081, RMB356,545 was realized and RMB1,446,536 was unrealized.
In
2018, The Group disposed or partially
disposed 7 investments and deemed disposed 1 investment. The total consideration of the disposals was RMB780,071. The aggregate
gain resulting from the disposals and the deemed disposal is RMB16,178.
The Group assesses the existence of indicators for other-than-temporary impairment of the investments by considering factors including, but not limited to, current economic and market conditions, the operating performance of the entities including current earnings trends and other entity-specific information. In 2016, 2017 and 2018, based on the Group’s assessment, an impairment charge of RMB80,104, RMB43,205 and RMB35,348 was recognized in general and administrative expenses, respectively, against the carrying value of the investments due to significant deterioration in earnings or unexpected changes in business prospects of the investees as compared to the original investment plans.
|
13.
|
Property and equipment,
net
|
Property and equipment consists
of the following:
|
|
December 31,
|
|
|
|
2017
|
|
|
2018
|
|
|
|
RMB
|
|
|
RMB
|
|
|
|
|
|
|
|
|
Gross carrying amount
|
|
|
|
|
|
|
|
|
Buildings
|
|
|
731,640
|
|
|
|
857,020
|
|
Servers, computers and equipment
|
|
|
588,589
|
|
|
|
679,735
|
|
Construction in progress
|
|
|
44,103
|
|
|
|
211,657
|
|
Decoration of buildings
|
|
|
100,711
|
|
|
|
103,305
|
|
Motor vehicles
|
|
|
27,330
|
|
|
|
38,407
|
|
Furniture, fixture and office equipment
|
|
|
24,102
|
|
|
|
26,439
|
|
Leasehold improvements
|
|
|
18,651
|
|
|
|
22,913
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,535,126
|
|
|
|
1,939,476
|
|
Less: accumulated depreciation
|
|
|
(518,128
|
)
|
|
|
(643,157
|
)
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
|
1,016,998
|
|
|
|
1,296,319
|
|
Depreciation expense for the
years ended December 31, 2016, 2017 and 2018 were RMB173,625, RMB176,715, and RMB150,991, respectively.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
Land use rights consist of the
following:
|
|
December 31, 2018
|
|
|
|
RMB
|
|
|
|
|
|
Gross carrying amount
|
|
|
1,924,563
|
|
Less: accumulated amortization
|
|
|
(139,924
|
)
|
|
|
|
|
|
Land use rights, net
|
|
|
1,784,639
|
|
Amortization expense for the
years ended December 31, 2016, December 31, 2017 and 2018 were RMB43,915, RMB47,909, and RMB48,100, respectively.
The estimated amortization expenses
for each of the following five years are as follows:
|
|
Amortization expense
of land use rights
|
|
|
|
RMB
|
|
|
|
|
|
2019
|
|
|
48,096
|
|
2020
|
|
|
48,096
|
|
2021
|
|
|
48,096
|
|
2022
|
|
|
48,096
|
|
2023
|
|
|
48,096
|
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
15.
|
Intangible assets, net
|
The following table summarizes
the Group’s intangible assets:
|
|
December 31,
|
|
|
|
2017
|
|
|
2018
|
|
|
|
RMB
|
|
|
RMB
|
|
|
|
|
|
|
|
|
Gross carrying amount
|
|
|
|
|
|
|
|
|
Operating rights
|
|
|
47,020
|
|
|
|
67,080
|
|
Software
|
|
|
34,413
|
|
|
|
39,535
|
|
License
|
|
|
-
|
|
|
|
32,000
|
|
Domain names
|
|
|
25,774
|
|
|
|
26,819
|
|
Technology
|
|
|
17,676
|
|
|
|
18,094
|
|
|
|
|
|
|
|
|
|
|
Total of gross carrying amount
|
|
|
124,883
|
|
|
|
183,528
|
|
|
|
|
|
|
|
|
|
|
Less: accumulated amortization
|
|
|
|
|
|
|
|
|
Operating rights
|
|
|
(40,320
|
)
|
|
|
(48,451
|
)
|
Software
|
|
|
(19,448
|
)
|
|
|
(28,406
|
)
|
License
|
|
|
-
|
|
|
|
(1,422
|
)
|
Domain names
|
|
|
(9,687
|
)
|
|
|
(11,213
|
)
|
Technology
|
|
|
(10,695
|
)
|
|
|
(11,856
|
)
|
|
|
|
|
|
|
|
|
|
Total accumulated amortization
|
|
|
(80,150
|
)
|
|
|
(101,348
|
)
|
|
|
|
|
|
|
|
|
|
Less: accumulated impairment
|
|
|
(7,252
|
)
|
|
|
(7,495
|
)
|
|
|
|
|
|
|
|
|
|
Intangible assets, net
|
|
|
37,481
|
|
|
|
74,685
|
|
Amortization expense for the
years ended December 31, 2016, 2017 and 2018 were RMB56,977, RMB14,510 and RMB20,995, respectively.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
15.
|
Intangible assets, net (continued)
|
The estimated amortization expenses
for each of the following five years are as follows:
|
|
Amortization expense
of intangible assets
|
|
|
|
RMB
|
|
|
|
|
|
2019
|
|
|
22,710
|
|
2020
|
|
|
13,010
|
|
2021
|
|
|
4,563
|
|
2022
|
|
|
4,060
|
|
2023
|
|
|
3,978
|
|
The weighted average amortization
periods of intangible assets as of December 31, 2017 and 2018 are as below:
|
|
December 31,
|
|
|
|
2017
|
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
Domain names
|
|
15 years
|
|
|
|
15 years
|
|
License
|
|
Not applicable
|
|
|
|
15 years
|
|
Software
|
|
4 years
|
|
|
|
4 years
|
|
Operating rights
|
|
1 year
|
|
|
|
2 year
|
|
Technology
|
|
5 years
|
|
|
|
Not applicable
|
|
The changes in the carrying
amount of goodwill for the years ended December 31, 2017 and 2018 are as follows:
|
|
YY Live
|
|
|
|
RMB
|
|
|
|
|
|
Balance as of December 31, 2016
|
|
|
14,300
|
|
Impairment charges (i)
|
|
|
(2,527
|
)
|
Foreign currency translation adjustments
|
|
|
(57
|
)
|
Balance as of December 31, 2017
|
|
|
11,716
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
|
47
|
|
Balance as of December 31, 2018
|
|
|
11,763
|
|
(i) The Group performs
its annual goodwill impairment test of each reporting unit as of October 1, or more frequently, if certain events or circumstances
warrant. Events or changes in circumstances which might indicate potential impairment in goodwill include the entity-specific factors,
including, but not limited to, stock price volatility, market capitalization relative to net book value, and projected revenue,
market growth and operating results.
In December 2017, the Group
has identified impairment indicator for Guangzhou Zhuque Information Technology Co., Ltd. (“Zhuque”). Based on the
results of the impairment assessment, an impairment charge of RMB2,527 for Zhuque was recognized.
The above goodwill impairment
assessments on Zhuque adopted the income approach and considered a combination of factors, including, but not limited to, market
conditions, expected future cash flows, growth rates and discount rates, which required the Group to make certain estimates and
assumptions regarding industry economic factors and future profitability of the business.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
|
December 31,
|
|
|
|
2017
|
|
|
2018
|
|
|
|
RMB
|
|
|
RMB
|
|
|
|
|
|
|
|
|
Deferred revenue, current
|
|
|
|
|
|
|
|
|
Live streaming
|
|
|
637,346
|
|
|
|
842,040
|
|
Others
|
|
|
120,698
|
|
|
|
109,576
|
|
Total current deferred revenue
|
|
|
758,044
|
|
|
|
951,616
|
|
|
|
|
|
|
|
|
|
|
Deferred revenue, non-current
|
|
|
|
|
|
|
|
|
Live streaming
|
|
|
45,267
|
|
|
|
80,734
|
|
Others
|
|
|
12,451
|
|
|
|
10,976
|
|
Total non-current deferred revenue
|
|
|
57,718
|
|
|
|
91,710
|
|
|
18.
|
Accrued liabilities and
other current liabilities
|
|
|
December 31,
|
|
|
|
2017
|
|
|
2018
|
|
|
|
RMB
|
|
|
RMB
|
|
|
|
|
|
|
|
|
Revenue sharing fees
|
|
|
839,745
|
|
|
|
1,318,561
|
|
Salaries and welfare
|
|
|
220,539
|
|
|
|
329,169
|
|
Marketing and promotion expenses
|
|
|
109,901
|
|
|
|
213,216
|
|
Bandwidth costs
|
|
|
102,064
|
|
|
|
131,252
|
|
Value added taxes and other taxes payable
|
|
|
23,204
|
|
|
|
109,040
|
|
Deposits from third parties
|
|
|
27,440
|
|
|
|
82,771
|
|
Payables to merchants
|
|
|
15,442
|
|
|
|
75,471
|
|
Other payable to content providers
|
|
|
20,849
|
|
|
|
30,313
|
|
Others
|
|
|
106,779
|
|
|
|
124,578
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,465,963
|
|
|
|
2,414,371
|
|
|
|
December 31,
|
|
|
|
2017
|
|
|
2018
|
|
|
|
RMB
|
|
|
RMB
|
|
|
|
|
|
|
|
|
|
|
Short-term loans
|
|
|
588,235
|
|
|
|
-
|
|
The Group entered into agreements
with banks, pursuant to which the Group borrowed three loans with total principal amount of US$90 million (equal to RMB588,235)
within a credit facility of US$160 million in 2017. These loans were all with a maturity of less than one year and the annual interest
rates of these loans ranged from 2.0% to 3.0%. Term deposit of RMB1,000 million was pledged as collateral for the banking facilities
of US$160 million. In 2018, the Group repaid the loans.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
|
December 31,
|
|
|
|
2017
|
|
|
2018
|
|
|
|
RMB
|
|
|
RMB
|
|
|
|
|
|
|
|
|
Convertible bonds, current
|
|
|
|
|
|
|
|
|
2019 Convertible Senior Notes
|
|
|
-
|
|
|
|
6,863
|
|
|
|
|
|
|
|
|
|
|
Convertible bonds, non-current
|
|
|
|
|
|
|
|
|
2019 Convertible Senior Notes
|
|
|
6,536
|
|
|
|
-
|
|
On March 18, 2014, the Company
issued Convertible Senior Notes due 2019 with principal amount of US$400 million (the “Notes”). The Notes bear interest
at a rate of 2.25% per year, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2014.
The Notes will mature on April 1, 2019. The value of the Notes is initially measured by the cash received and is subsequently stated
at amortized cost.
The Notes are not redeemable
prior to the maturity date of April 1, 2019, except that the holders of the Notes (the “Holders”) have a noncontingent
option to require the Company to repurchase for cash all or any portion of their Notes on April 1, 2017. The repurchase price will
equal 100% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest, if any, to, but excluding,
the repurchase date.
US$399 million aggregate principal
amount of the Notes were redeemed on April 1, 2017. Following the repurchase, US$1 million aggregate principal amount of the Notes
remains outstanding and will be due in 2019.
As of December 31, 2017
and 2018, RMB 6.5 million (US$1.0 million) and RMB 6.9 million (US$1.0 million) has been accounted for as the value of the Notes
in non-current liabilities and current liabilities respectively.
Interest expense recognized
during the years ended December 31, 2017 and 2018 was RMB20,820 and RMB149.
The remaining outstanding balance
of the Notes was repaid on April 1, 2019.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
|
For the year ended December 31,
|
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
|
|
|
|
|
|
|
|
|
Revenue sharing fees and content costs
|
|
|
3,790,624
|
|
|
|
5,727,081
|
|
|
|
8,272,696
|
|
Bandwidth costs
|
|
|
651,652
|
|
|
|
695,839
|
|
|
|
967,436
|
|
Salary and welfare
|
|
|
232,497
|
|
|
|
237,063
|
|
|
|
323,623
|
|
Depreciation and amortization
|
|
|
173,048
|
|
|
|
128,639
|
|
|
|
117,293
|
|
Payment handling costs
|
|
|
67,474
|
|
|
|
72,953
|
|
|
|
104,772
|
|
Share-based compensation
|
|
|
15,894
|
|
|
|
42,759
|
|
|
|
74,339
|
|
Other taxes and surcharges
|
|
|
44,659
|
|
|
|
48,360
|
|
|
|
48,724
|
|
Other costs
|
|
|
127,582
|
|
|
|
73,708
|
|
|
|
108,251
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
5,103,430
|
|
|
|
7,026,402
|
|
|
|
10,017,134
|
|
|
|
For the year ended December 31,
|
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
|
|
|
|
|
|
|
|
|
Government grants
|
|
|
128,550
|
|
|
|
88,873
|
|
|
|
88,488
|
|
Others
|
|
|
954
|
|
|
|
24,314
|
|
|
|
29,372
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
129,504
|
|
|
|
113,187
|
|
|
|
117,860
|
|
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
(All amount in thousands, except share,
ADS, per share and per ADS data, unless otherwise stated)
(i) Cayman Islands
Under the current tax laws of
Cayman Islands, the Company and its subsidiaries are not subject to tax on income or capital gains. Besides, upon payment of dividends
by the Company to its shareholders, no Cayman Islands withholding tax will be imposed.
(ii) BVI
Duowan BVI is exempted from income
tax on its foreign-derived income in the BVI. There are no withholding taxes in the BVI.
(iii) Hong Kong profits
tax
Under the current Hong Kong Inland
Revenue Ordinance, the subsidiaries of the Group in Hong Kong are subject to 16.5% Hong Kong profit tax on its taxable income generated
from operations in Hong Kong. Additionally, payments of dividends by the subsidiary incorporated in Hong Kong to the Company are
not subject to any Hong Kong withholding tax.
(iv) Singapore
The subsidiaries of the Group
in Singapore are subject to a tax rate of 17% on its taxable income.
(v) PRC
The Company’s subsidiaries
and VIEs in China are governed by the Enterprise Income Tax Law (“EIT Law”), which became effective on January 1, 2008.
Pursuant to the EIT Law and its implementation rules, enterprises in China are generally subject to tax at a statutory rate of
25%. Certified High and New Technology Enterprises (“HNTE”) are entitled to a favorable statutory tax rate of 15%,
but need to re-apply every three years. During this three-year period, an HNTE must conduct a qualification self-review each year
to ensure it meets the HNTE criteria and is eligible for the 15% preferential tax rate for that year. If an HNTE fails to meet
the criteria for qualification as an HNTE in any year, the enterprise cannot enjoy the 15% preferential tax rate in that year,
and must instead use the regular 25% EIT rate.
Enterprises
qualified as software enterprises can enjoy an income tax exemption for two years beginning with their first profitable year and
a 50% tax reduction to the applicable tax rate for the subsequent three years. An entity that qualifies as a “Key National
Software Enterprise” (a “KNSE”) is entitled to a further reduced preferential income tax rate of 10%. Enterprises
wishing to enjoy the status of a Software Enterprise or a KNSE must perform a self-assessment each year to ensure they meet the
criteria for qualification and file required supporting documents with the tax authorities before using the preferential EIT rates.
These enterprises will be subject to the tax authorities’ assessment each year as to whether they are entitled to use the
relevant preferential EIT treatments. If at any time during the preferential tax treatment years an enterprise uses the preferential
EIT rates but the relevant authorities determine that it fails to meet applicable criteria for qualification, the relevant authorities
may revoke the enterprise’s Software Enterprise/KNSE status.
The EIT
Law also provides that an enterprise established under the laws of a foreign country or region but whose “de facto management
body” is located in the PRC be treated as a resident enterprise for PRC tax purposes and consequently be subject to the PRC
income tax at the rate of 25% for its global income. The Implementing Rules of the EIT Law merely define the location of the “de
facto management body” as “the place where the exercising, in substance, of the overall management and control of the
production and business operation, personnel, accounting, properties, etc., of a non-PRC company is located.” Based on a
review of surrounding facts and circumstances, the Group does not believe that it is likely that its entities registered outside
of the PRC should be considered as resident enterprises for the PRC tax purposes.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
(All amount in thousands, except share,
ADS, per share and per ADS data, unless otherwise stated)
|
23.
|
Income tax (continued)
|
(v) PRC
(continued)
The Group’s PRC entities
provided for enterprise income tax are as follows:
|
·
|
Guangzhou Huaduo applied for the renewal of HNTE qualification
and received approval in December 2016. Guangzhou Huaduo is entitled to continue to enjoy the beneficial tax rate of 15% as an
HNTE for the years 2016 through 2018, and will need to re-apply for HNTE qualification renewal in 2019.
|
|
·
|
In 2017, Guangzhou Huanju Shidai was qualified as a KNSE after the relevant government authorities’
assessment and was entitled to a preferential income tax rate of 10%. In 2018, Guangzhou Huanju Shidai is expected to enjoy a reduced
tax rate of 10% based on its self-assessment.
|
|
·
|
In June 2017, Guangzhou Juhui Information Technology Co., Ltd. was qualified as a Software Enterprise,
and started to enjoy the zero preferential tax rate beginning from 2016 and 12.5% preferential tax rate beginning from 2018.
|
|
·
|
Huya Technology was qualified as a Software Enterprise, and started to enjoy the zero preferential
tax rate starting from 2017 and 12.5% preferential tax rate starting from 2019.
|
|
·
|
Guangzhou Huya applied for the HNTE qualification and received approval in November 2018. Guangzhou
Huya is entitled to enjoy the preferential tax rate of 15% as an HNTE for three years starting from 2018, and will need to apply
for HNTE qualification renewal in 2021.
|
|
·
|
Other PRC subsidiaries and VIEs were subject to 25% EIT for the periods reported.
|
According to a policy promulgated
by the State Tax Bureau of the PRC and effective from 2008 onwards, enterprises engaged in research and development activities
are entitled to claim an additional tax deduction amounting to 50% of the qualified research and development expenses incurred
in determining its tax assessable profits for that year. The additional tax deducting amount of the qualified research and development
expenses have been increased from 50% to 75%, effective from 2018 to 2020, according to a new tax incentives policy promulgated
by the State Tax Bureau of the PRC in September 2018 (“Super Deduction”).
Certain subsidiaries and VIEs
of the Group successfully claimed the Super Deduction in ascertaining the tax assessable profits for the periods reported.
The EIT Law also imposes a withholding
income tax of 10% on dividends distributed by an FIE to its immediate holding company outside of China, if such immediate holding
company is considered as a non-resident enterprise without any establishment or place within China or if the received dividends
have no connection with the establishment or place of such immediate holding company within China, unless such immediate holding
company’s jurisdiction of incorporation has a tax treaty with China that provides for a different withholding arrangement.
The Cayman Islands, where the Company incorporated, does not have such tax treaty with China. According to the arrangement between
the mainland China and Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion
in August 2006, dividends paid by an FIE in China to its immediate holding company in Hong Kong will be subject to withholding
tax at a rate of no more than 5% (if the foreign investor owns directly at least 25% of the shares of the FIE). In accordance with
accounting guidance, all undistributed earnings are presumed to be transferred to the parent company and are subject to the withholding
taxes. All FIEs are subject to the withholding tax from January 1, 2008. The presumption may be overcome if the Group has sufficient
evidence to demonstrate that the undistributed dividends will be re-invested and the remittance of the dividends will be postponed
indefinitely.
Aggregate undistributed earnings
and reserves of the Group entities located in the PRC that are available for distribution to the Company as of December 31, 2017
and 2018 are approximately RMB7,605,499 and RMB11,519,699, respectively.
In 2017, the Group determined
to cause one of its PRC subsidiaries, Guangzhou Huanju Shidai, to declare and distribute a cash dividend of part of its stand-alone
earnings from 2014 to 2016, amounting to US$15,000, to its direct oversea parent company, Duowan BVI. Guangzhou Huanju Shidai paid
for the withholding tax in the amount of US$1,500 in 2017.
The Group has a plan to indefinitely
reinvest its funds and any future earnings for use in the operation and expansion of its business. Accordingly, no deferred tax
liability on 10% withholding tax of aggregate undistributed earnings and reserves of the Company’s subsidiaries located in
the PRC has been accrued that would be payable upon the distribution of those amounts to the Company as of December 31, 2017 and
2018.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
(All amount in thousands, except share,
ADS, per share and per ADS data, unless otherwise stated)
|
23.
|
Income tax (continued)
|
Composition of income tax
expense
The current and deferred portions
of income tax expense included in the consolidated statements of comprehensive income are as follows:
|
|
For the year ended December 31,
|
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income tax expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
PRC entities
|
|
|
1,914,432
|
|
|
|
2,919,350
|
|
|
|
3,494,192
|
|
Non-PRC entities (a)
|
|
|
(130,621
|
)
|
|
|
(28,172
|
)
|
|
|
(959,721
|
)
|
Total
|
|
|
1,783,811
|
|
|
|
2,891,178
|
|
|
|
2,534,471
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current income tax expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
PRC entities
|
|
|
(288,282
|
)
|
|
|
(402,012
|
)
|
|
|
(379,130
|
)
|
Non-PRC entities
|
|
|
-
|
|
|
|
(9,880
|
)
|
|
|
(48,931
|
)
|
Total
|
|
|
(288,282
|
)
|
|
|
(411,892
|
)
|
|
|
(428,061
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred income tax benefit (expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
PRC entities
|
|
|
7,768
|
|
|
|
(3,919
|
)
|
|
|
(25,081
|
)
|
Non-PRC entities
|
|
|
-
|
|
|
|
-
|
|
|
|
(24,565
|
)
|
Total
|
|
|
7,768
|
|
|
|
(3,919
|
)
|
|
|
(49,646
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
PRC entities
|
|
|
(280,514
|
)
|
|
|
(405,931
|
)
|
|
|
(404,211
|
)
|
Non-PRC entities
|
|
|
-
|
|
|
|
(9,880
|
)
|
|
|
(73,496
|
)
|
Total
|
|
|
(280,514
|
)
|
|
|
(415,811
|
)
|
|
|
(477,707
|
)
|
(a) The loss before tax incurred
by non-PRC entities for the year ended December 31, 2018 was mainly due to the fair value loss on derivative liabilities amouting
to RMB2,285,223. This fair value loss was incurred by Huya whose applicable tax rate is zero, therefore the tax impact related
to this fair value loss was included in “effect of different tax rates available to different jurisdictions” in the
reconciliation table below.
Reconciliation of the differences
between statutory tax rate and the effective tax rate
The reconciliation of total
tax expense computed by applying the respective statutory income tax rate to pre-tax income is as follows:
|
|
For the year ended December 31,
|
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
PRC Statutory income tax rate
|
|
|
(25.0
|
)%
|
|
|
(25.0
|
)%
|
|
|
(25.0
|
)%
|
Effect of tax holiday and preferential tax benefit
|
|
|
11.6
|
%
|
|
|
13.2
|
%
|
|
|
16.5
|
%
|
Effect of different tax rates available to different jurisdictions
|
|
|
(1.7
|
)%
|
|
|
(0.3
|
)%
|
|
|
(10.1
|
)%
|
Permanent differences (i)
|
|
|
(1.1
|
)%
|
|
|
(1.8
|
)%
|
|
|
(3.5
|
)%
|
Change in valuation allowance
|
|
|
(1.5
|
)%
|
|
|
(2.3
|
)%
|
|
|
(1.6
|
)%
|
Effect of Super Deduction available to the Group
|
|
|
2.0
|
%
|
|
|
1.8
|
%
|
|
|
4.9
|
%
|
Effective income tax rate
|
|
|
(15.7
|
)%
|
|
|
(14.4
|
)%
|
|
|
(18.8
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per ADS effect of tax holiday (RMB)
|
|
|
3.52
|
|
|
|
4.71
|
|
|
|
5.35
|
|
Per share effect of tax holiday (RMB)
|
|
|
0.18
|
|
|
|
0.24
|
|
|
|
0.27
|
|
(i) Permanent differences mainly
arise from expenses not deductible for tax purposes including primarily share-based compensation costs and expenses incurred by
subsidiaries and VIEs.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
23.
|
Income tax (continued)
|
Deferred tax assets and liabilities
Deferred taxes are measured
using the enacted tax rates for the periods in which they are expected to be reversed. The tax effects of temporary differences
that give rise to the deferred tax asset balances as of December 31, 2017 and 2018 are as follows:
|
|
December 31,
|
|
|
|
2017
|
|
|
2018
|
|
|
|
RMB
|
|
|
RMB
|
|
|
|
|
|
|
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
Tax loss carried forward
|
|
|
74,951
|
|
|
|
148,899
|
|
Allowance for doubtful receivable, accrued expense and
others not currently deductible for tax purposes
|
|
|
62,177
|
|
|
|
84,249
|
|
Deferred revenue
|
|
|
97,858
|
|
|
|
36,007
|
|
Impairment of investment
|
|
|
12,783
|
|
|
|
17,180
|
|
Others
|
|
|
753
|
|
|
|
753
|
|
Valuation allowance (i)
|
|
|
(135,505
|
)
|
|
|
(175,793
|
)
|
|
|
|
|
|
|
|
|
|
Amounts offset by deferred tax liabilities
|
|
|
-
|
|
|
|
(40,461
|
)
|
|
|
|
|
|
|
|
|
|
Total deferred tax assets, net
|
|
|
113,017
|
|
|
|
70,834
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
Related to the fair value changes of investments
|
|
|
3,627
|
|
|
|
61,658
|
|
Related to acquired intangible assets
|
|
|
2,406
|
|
|
|
1,531
|
|
Others
|
|
|
4,777
|
|
|
|
4,777
|
|
|
|
|
|
|
|
|
|
|
Amounts offset by deferred tax assets
|
|
|
-
|
|
|
|
(40,461
|
)
|
|
|
|
|
|
|
|
|
|
Total deferred tax liabilities, net
|
|
|
10,810
|
|
|
|
27,505
|
|
|
(i)
|
Valuation allowance is provided
against deferred tax assets when the Group determines that it is more likely than not that the deferred tax assets will not be
utilized in the future. In making such determination, the Group considered factors including future taxable income exclusive of
reversing temporary differences and tax loss carry forwards. Valuation allowance was provided for net operating loss carry forward
because it was more likely than not that such deferred tax assets would not be realized based on the Group’s estimate of
its future taxable income. If events occur in the future that allow the Group to realize more of its deferred income tax than
the presently recorded amounts, an adjustment to the valuation allowances will result in a decrease in tax expense when those
events occur.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and per
ADS data, unless otherwise stated)
23.
|
Income tax (continued)
|
Deferred tax assets and liabilities
(continued)
Movement of valuation allowance
|
|
For the year ended December 31,
|
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of the year
|
|
|
(53,316
|
)
|
|
|
(80,712
|
)
|
|
|
(135,505
|
)
|
Additions
|
|
|
(45,491
|
)
|
|
|
(78,978
|
)
|
|
|
(113,597
|
)
|
Reversals
|
|
|
18,095
|
|
|
|
24,185
|
|
|
|
73,309
|
|
Balance at end of the year
|
|
|
(80,712
|
)
|
|
|
(135,505
|
)
|
|
|
(175,793
|
)
|
Tax loss carry forwards
As of December 31, 2018, total
tax loss carry forwards of the Company’s subsidiaries and VIEs in the PRC amounted to RMB355,685, which were mainly generated
by non-HNTEs and will then expire if not used between 2019 and 2023. The accumulated tax losses of subsidiaries incorporated in
Hong Kong and Singapore, subject to the agreement of the relevant tax authorities, of RMB113,645 and RMB242,735, respectively,
are allowed to be carried forward to offset against future taxable profits. Such carry forward of tax losses in Hong Kong and Singapore
have no time limit.
In accordance with PRC Tax Administration
Law on the Levying and Collection of Taxes, the PRC tax authorities generally have up to five years to claw back underpaid tax
plus penalties and interest for PRC entities’ tax filings. In the case of tax evasion, which is not clearly defined in the
law, there is no limitation on the tax years open for investigation. There were no ongoing examinations by tax authorities as of
December 31, 2018.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
On July 10, 2017, Huya issued
22,058,823 shares of redeemable convertible preferred shares (“Series A Preferred Shares”) at a price of US$3.4 per
share with total cash consideration of US$75,000 (equivalent to RMB509,730 as of the issuance date).
On March 8, 2018, Huya issued
64,488,235 shares of redeemable convertible preferred shares (“Series B-2 Preferred Shares”) for cash consideration
of US$461,600 (equivalent to RMB2,919,112 as of the issuance date) to Linen Investment Limited, a wholly owned subsidiary of Tencent
Holdings Limited (“Tencent”). As holders of the Series B-2 Preferred Shares who exercise the redemption rights are
allowed to request Huya to issue a convertible note if the Huya’s assets or funds legally available for redemption are insufficient,
the host contract is considered to be a debt host. As the conversion feature is an equity instrument as it results in conversion
of preferred shares into equity shares, this feature is not clearly and closely related to the debt host. In addition, net settlement
criteria is met for the conversion right given the holder will receive the greater of a fixed amount or the if-converted value
in the occurrence of a liquidation or deemed liquidation. Therefore, Huya determined that conversion feature embedded in the Series
B-2 Preferred Shares is required to be bifurcated and accounted for as a derivative liability and measured at fair value at the
end of each reporting year prior to the completion of Huya’s IPO. Upon the issuance of Series B-2 Preferred Shares, the conversion
features of Series A Preferred Shares was also modified to be the same as Series B-2 Preferred Shares. Therefore, the difference
between the fair value of the modified Series A Preferred Shares and the carrying value of Series A Preferred Shares on the modification
date was recognized as a deemed dividend against retained earnings, amounting to RMB489,284. The initial recognition of the derivative
liabilities for Series A Preferred Shares and Series B-2 Preferred Shares amounted to RMB892 million and the fair value loss on
derivative liabilities of RMB2,285,223 was recognized in the consolidated statement of comprehensive income for the year ended
December 31, 2018.
Prior to the completion of
Huya’s IPO, the Group recorded accretion of redemption value in accordance with ASC 480-10. The Group used the interest method
to accrete the changes in redemption value over the period from the date of issuance to the earliest redemption date of the redeemable
convertible preferred shares. In 2017 and 2018, the accretion charges of redeemable convertible preferred shares to redemption
value were RMB19,842 and RMB71,628, respectively.
Upon the completion of Huya’s
IPO on May 11, 2018, all the redeemable convertible preferred shares were automatically converted into ordinary share of Huya.
As a result, the Group held 44.0% of the outstanding ordinary shares of Huya. However, the Group is able to control Huya under
Huya’s dual voting structure by gaining the simple majority of the voting right of Huya immediately after the IPO. Accordingly,
the Group continues to consolidate the operations and the financial results of Huya and provides for non-controlling interests
reflecting ordinary shares in Huya held by shareholders other than the Group in the consolidated financial statements. The Group
derecognized the derivative liability mentioned above and recognized a one-time credit to additional paid-in capital of RMB4,804,947
in shareholders’ equity in the consolidated balance sheets to reflect: 1) the increase in the value of the Group’s
equity in Huya resulted from the proceeds from Huya’s IPO amounting to RMB795,073 and 2) conversion of redeemable convertible
preferred shares amounting to RMB4,009,874.
In 2018, another subsidiary
of the Group issued 500,000,000 shares of redeemable convertible preferred shares for cash consideration of US$50,000 (equivalent
to RMB345,420 as of the issuance date) to certain third-party investors. The Group classifies the redeemable convertible preferred
shares as mezzanine equity and records accretion of redemption value in accordance with ASC 480-10. The Group used the interest
method for the changes of redemption value over the period from the date of issuance to the earliest redemption date of the non-controlling
interests. In 2018, accretion of redeemable convertible preferred shares to redemption value of RMB5,758 was recognized.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
During the year ended December
31, 2016, 11,887,180 Class A common shares were issued for the exercised share options, vested restricted shares and restricted
share units and 10,000,000 Class B common shares were converted to Class A common shares.
As of December 31, 2016,
10,000,000,000 Class A common shares and 1,000,000,000 Class B common shares had been authorized, 750,115,028 Class A
common shares and 359,557,976 Class B common shares had been issued and outstanding, respectively.
On August
21, 2017, the Group completed its follow-on equity offering. The Company issued a total of 132,250,000 Class A common shares at
US$3.5 per share. The net proceeds received by the Company, after deducting commissions and offering expenses, amounted to approximately
US$442.2 million.
During the year ended December
31, 2017, 21,305,880 Class A common shares were issued for the exercised share options, vested restricted shares and restricted
share units and 41,575,000 Class B common shares were converted to Class A common shares.
As of December 31, 2017,
10,000,000,000 Class A common shares and 1,000,000,000 Class B common shares had been authorized, 945,245,908 Class A
common shares and 317,982,976 Class B common shares had been issued and outstanding, respectively.
During the year ended December
31, 2018, 6,694,940 Class A common shares were issued for the exercised share options, vested restricted shares and restricted
share units and 29,800,000 Class B common shares were converted to Class A common shares.
As of December 31, 2018,
10,000,000,000 Class A common shares and 1,000,000,000 Class B common shares had been authorized, 981,740,848 Class A
common shares and 288,182,976 Class B common shares had been issued and outstanding, respectively.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
26.
|
Share-based compensation
|
|
(a)
|
YY’s share-based
awards
|
|
(i)
|
Restricted Share Units
|
On September 16, 2011, the board
of directors of the Company approved the 2011 Share Incentive Scheme. In October 2012, the board of directors of the Company resolved
that the maximum aggregate number of Class A common shares which may be issued pursuant to all awards under the 2011 Share Incentive
Scheme shall be 43,000,000 plus an annual increase of 20,000,000 on the first day of each fiscal year, or such lesser amount of
Class A common shares as determined by the board of directors of the Company.
During the years ended December
31, 2016, 2017 and 2018, the Company granted restricted share units to employees of 1,530,008 , 22,090,030 and 11,977,794 respectively
pursuant to the 2011 Share Incentive Plan.
During the years ended December
31, 2016, 2017 and 2018, the Company granted restricted share units to non-employees of nil, 150,000 and nil pursuant to the 2011
Share Incentive Plan.
The following table summarizes
the restricted share units activity for the years ended December 31, 2016, 2017 and 2018:
|
|
Number of
restricted
shares
|
|
|
Weighted
average
grant-date
fair value (US$)
|
|
|
|
|
|
|
|
|
Outstanding, December 31, 2015
|
|
|
36,283,602
|
|
|
|
2.3535
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
1,530,008
|
|
|
|
1.8618
|
|
Forfeited
|
|
|
(4,628,202
|
)
|
|
|
2.7386
|
|
Vested
|
|
|
(12,229,688
|
)
|
|
|
2.0151
|
|
|
|
|
|
|
|
|
|
|
Outstanding, December 31, 2016
|
|
|
20,955,720
|
|
|
|
2.4320
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
22,090,030
|
|
|
|
5.3001
|
|
Forfeited
|
|
|
(4,007,728
|
)
|
|
|
2.5561
|
|
Vested
|
|
|
(8,163,878
|
)
|
|
|
2.3227
|
|
|
|
|
|
|
|
|
|
|
Outstanding, December 31, 2017
|
|
|
30,874,144
|
|
|
|
4.4969
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
11,977,794
|
|
|
|
4.7052
|
|
Forfeited
|
|
|
(5,115,304
|
)
|
|
|
4.6843
|
|
Vested
|
|
|
(12,507,000
|
)
|
|
|
3.6776
|
|
|
|
|
|
|
|
|
|
|
Outstanding, December 31, 2018
|
|
|
25,229,634
|
|
|
|
4.9639
|
|
|
|
|
|
|
|
|
|
|
Expected to vest at December 31, 2018
|
|
|
23,742,895
|
|
|
|
4.9552
|
|
For the years ended December 31,
2016, 2017 and 2018, the Company recorded share-based compensation of RMB143,350, RMB211,189 and RMB372,281 using the graded-vesting
attribution method.
As of December 31, 2018, total unrecognized
compensation expense relating to the restricted share units was RMB442,094. The expense is expected to be recognized over a weighted
average period of 1.11 years using the graded-vesting attribution method.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
26.
|
Share-based compensation
(continued)
|
|
(a)
|
YY’s share-based
awards (continued)
|
Pre-2009 Scheme Options
Before the adoption of the Employee
Equity Incentive Scheme (the “2009 Incentive Scheme”), 12,705,700 and 8,499,050 share options were granted to employees
through individually signed share option agreements, to acquire common shares of Duowan BVI on a one-to-one basis on January 1,
2008 and 2009 respectively. In addition, on January 1, 2008, 3,832,290 share options were granted to one non-employee for
the provision of consulting services to the Group (collectively defined as “Pre-2009 Scheme Options”).
The vesting of the Pre-2009
Scheme Options has already been completed before January 1, 2016. As of December 31, 2017, the outstanding, vested and exercisable
share options was 154,535. As of December 31, 2018, all outstanding, vested and exercisable share options have been exercised.
2011 Share Incentive Scheme
Grant of options
During the year ended December
31, 2018, the Company granted 10,934,300 share options to employees, pursuant to the 2011 Share Incentive Scheme.
Vesting of options
There are three types of vesting
schedule, which are: i) options will be vested in three equal installments over the following 36 months, ii) 50% of the options
will be vested after 24 months of the grant date and the remaining 50% will be vested in two equal installments over the following
24 months, and iii) 50% of the options will be vested after 24 months of the grant date and the remaining 50% will be vested in
one installments over the following 12 months.
Movements in the number of share
options granted and their related weighted average exercise prices are as follows:
|
|
Number of
options
|
|
|
Weighted
average
exercise
price (US$)
|
|
|
Weighted
average
remaining
contractual life
(years)
|
|
|
Aggregate
intrinsic
value
(US$)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, January 1, 2018
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
Granted
|
|
|
10,934,300
|
|
|
|
4.7025
|
|
|
|
5.29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, December 31, 2018
|
|
|
10,934,300
|
|
|
|
4.7025
|
|
|
|
5.29
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected to vest at December 31, 2018
|
|
|
10,934,300
|
|
|
|
4.7025
|
|
|
|
5.29
|
|
|
|
-
|
|
Exercisable at December 31, 2018
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Forfeitures are estimated at
the time of grant. If necessary, forfeitures are revised in subsequent periods if actual forfeitures differ from those estimates.
The aggregate intrinsic value
in the table above represents the difference between the Company’s common shares as of December 31, 2017 and 2018 and the
exercise price.
The total intrinsic value of
options exercised during the year ended December 31, 2018 is nil. For the year ended December 31, 2018, the Company recorded share-based
compensation of RMB41,739 using the graded vesting attribution method.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
26.
|
Share-based compensation
(continued)
|
|
(a)
|
YY’s share-based
awards (continued)
|
|
(ii)
|
Share options (continued)
|
The Company has used binomial
option-pricing model to determine the fair value of the share options as of the grant dates. Key assumptions are set as below:
Weighted average fair value per option granted
|
|
US$
|
2.6425
|
|
Weighted average exercise price
|
|
US$
|
4.7025
|
|
Weighted average Risk-free interest rate
(1)
|
|
|
2.77
|
%
|
Expected term (in year)
(2)
|
|
|
5-6
|
|
Expected volatility
(3)
|
|
|
57
|
%
|
Dividend yield
(4)
|
|
|
-
|
|
|
(1)
|
The risk-free interest rate of periods within the contractual
life of the share option is based on US Treasury Bonds of similar tenor at the valuation dates.
|
|
(2)
|
The expected term is the contract life of the option.
|
|
(3)
|
Expected volatility is estimated based on the average of
historical volatilities of the Company at the valuation dates.
|
|
(4)
|
The Company has no history or expectation of paying dividend
on its ordinary shares. The expected dividend yield was estimated based on the Company’s expected dividend policy over the
expected term of the option.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
26.
|
Share-based compensation
(continued)
|
|
(b)
|
Huya’s share-based
awards
|
On July 10, 2017, the Board
of Directors of Huya approved the establishment of 2017 Share Incentive Plan (“Huya’s 2017 Share Incentive Plan”),
the purpose of which is to provide an incentive for employees contributing to Huya. Huya’s 2017 Share Incentive Plan shall
be valid and effective for 10 years from the establishment date. The maximum number of shares that may be issued pursuant to all
awards under 2017 Share Incentive Plan shall be 17,647,058 shares. On March 31, 2018, the Board of Directors of Huya approved to
increase the maximum number of shares, that may be issued, from 17,647,058 shares to 28,394,117 shares, including incentive share
options and restricted share units.
Grant of options
During the year ended December 31, 2017, Huya granted
11,737,705 share options to employees.
During the year ended December 31, 2018, Huya granted
5,918,353 and 220,000 share options to employees and non-employees, respectively.
Vesting of options
There are three types of vesting
schedule, which are: i) 50% of the options will be vested after 24 months of the grant date and the remaining 50% will be vested
in two equal installments over the following 24 months, ii) options will be vested in four equal installments over the following
48 months, and iii) options will be vested in four equal installments over the following 24 months.
These options shall (i) be exercisable
during its term cumulatively according to the vesting schedule set out in the grant notice and with the applicable provisions of
Huya’s 2017 Share Incentive Plan, provided that the performance conditions otherwise agreed by the parties (if any) to which
the option is subject have been fulfilled upon each corresponding vesting date; (ii) be deemed vested and exercisable immediately
in the event of a change of control, regardless of the vesting schedule; (iii) be exercisable upon any arrangement as otherwise
agreed by the parties based on their discussion in good faith.
Movements in the number of share
options granted and their related weighted average exercise prices are as follows:
|
|
Number of
options
|
|
|
Weighted
average
exercise
price (US$)
|
|
|
Weighted
average
remaining
contractual life
(years)
|
|
|
Aggregate intrinsic
value
(US$)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at January 1, 2016 and December 31, 2016
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Granted
|
|
|
11,737,705
|
|
|
|
2.5500
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(18,000
|
)
|
|
|
2.5500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31, 2017
|
|
|
11,719,705
|
|
|
|
2.5500
|
|
|
|
9.75
|
|
|
|
2,227
|
|
Granted
|
|
|
6,138,353
|
|
|
|
2.4672
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(75,000
|
)
|
|
|
2.5500
|
|
|
|
|
|
|
|
|
|
Cancelled
|
|
|
(262,503
|
)
|
|
|
2.5500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31, 2018
|
|
|
17,520,555
|
|
|
|
2.5210
|
|
|
|
8.82
|
|
|
|
227,049
|
|
Expected to vest at December 31, 2018
|
|
|
13,982,830
|
|
|
|
2.5338
|
|
|
|
8.87
|
|
|
|
181,024
|
|
Exercisable as of December 31, 2018
|
|
|
2,736,927
|
|
|
|
2.4572
|
|
|
|
8.63
|
|
|
|
35,642
|
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
26.
|
Share-based compensation
(continued)
|
|
(b)
|
Huya’s share-based
awards (continued)
|
|
(i)
|
Share options (continued)
|
Vesting of options (continued)
Huya has used binomial option-pricing
model to determine the fair value of the share options as of the grant dates. Key assumptions are set as below:
|
|
2017
|
|
|
2018
|
|
|
|
|
|
|
|
|
Weighted average fair value per option granted
|
|
US$
|
1.3798
|
|
|
US$
|
5.2130
|
|
Weighted average exercise price
|
|
US$
|
2.55
|
|
|
US$
|
2.47
|
|
Risk-free interest rate
(1)
|
|
|
2.25
|
%
|
|
|
2.83
|
%
|
Expected term (in year)
(2)
|
|
|
10
|
|
|
|
10
|
|
Expected volatility
(3)
|
|
|
55
|
%
|
|
|
55
|
%
|
Dividend yield
(4)
|
|
|
-
|
|
|
|
-
|
|
|
(1)
|
The risk-free interest rate of periods within the contractual
life of the share option is based on the China Government Bond yield as at the valuation dates.
|
|
(2)
|
The expected term is the contract life of the option.
|
|
(3)
|
Expected volatility is estimated based on the average of
historical volatilities of the comparable companies in the same industry as at the valuation dates.
|
|
(4)
|
Huya has no history or expectation of paying dividend on
its ordinary shares. The expected dividend yield was estimated based on Huya’s expected dividend policy over the expected
term of the option.
|
For the years ended December
31, 2016, 2017 and 2018, the Group recorded share-based compensation of nil, RMB19,473 and RMB151,242, using the graded-vesting
attribution method, including accelerated compensation cost amounted to RMB1,869 due to that 262,503 share options were cancelled
without concurrent grant of replacement awards, which is treated as a settlement for no consideration at the time of cancellation
under ASC 718. The share-based compensation above also included the share options granted to non-employees, amounting to nil, nil
and RMB20,980, recognized in general and administrative expenses, for the years ended December 31, 2016, 2017 and 2018, respectively.
As of December 31, 2018, there
was RMB169,604 unrecognized share-based compensation expense of options relating to Huya 2017 Share Incentive Plan. The expense
is expected to be recognized over a weighted-average remaining vesting period of 1.14 years using the graded vesting attribution
method.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
26.
|
Share-based compensation
(continued)
|
|
(b)
|
Huya’s share-based
awards (continued)
|
|
(ii)
|
Restricted share units
|
Grant of restricted share units
During the year ended December
31, 2018, Huya granted 4,183,685 and 10,000 restricted share units to employees and non-employees, respectively.
Vesting of restricted share
units
There are two types of vesting
schedule for employees, which are: i) 50% of the restricted share units will be vested after 24 months of the grant date and the
remaining 50% will be vested in two equal installments over the following 24 months, and ii) restricted share units will be vested
in four equal installments over the following 48 months.
The following table summarizes
the activity of restricted share units for the year ended December 31, 2018:
|
|
Number of
restricted
share units
|
|
|
Weighted
average
grant-date
fair value (US$)
|
|
|
|
|
|
|
|
|
Outstanding, January 1, 2016, December 31, 2016 and 2017
|
|
|
-
|
|
|
|
-
|
|
Granted
|
|
|
4,193,685
|
|
|
|
9.0242
|
|
Forfeited
|
|
|
(76,500
|
)
|
|
|
7.1600
|
|
Vested
|
|
|
(10,000
|
)
|
|
|
19.5900
|
|
|
|
|
|
|
|
|
|
|
Outstanding, December 31, 2018
|
|
|
4,107,185
|
|
|
|
9.0331
|
|
|
|
|
|
|
|
|
|
|
Expected to vest at December 31, 2018
|
|
|
3,795,535
|
|
|
|
8.9944
|
|
For the years ended December 31, 2016, 2017 and
2018, Huya recorded share-based compensation of nil, nil and RMB69,620 using the graded vesting attribution method. The share-based
compensation above also included the restricted share units granted to non-employees, amounting to nil, nil and RMB1,076, recognized
in general and administrative expenses, for the years ended December 31, 2016, 2017 and 2018, respectively.
As of December 31, 2018, total unrecognized compensation
expense relating to the restricted share units was RMB166,010. The expense is expected to be recognized over a weighted average
period of 1.21 year using the graded-vesting attribution method.
|
(iii)
|
Ordinary shares awards
|
In October 2017, the Company
transferred, at nominal consideration, 1,551,495 ordinary shares of Huya to the management of the Group, for their service provided.
The share awards were immediately vested and the Company recorded a share-based compensation charge of RMB28,226 for the year ended
December 31, 2017.
In 2018, the Company transferred
367,870 ordinary shares of Huya to the management of the Group, for the service provided. The shares awards will be vested over
5 years. For the year ended December 31, 2018, the Company recorded share-based compensation of RMB5,227.
The fair value of the ordinary
shares of Huya was determined at the grant date by the Company.
|
(c)
|
Other subsidiaries’
share-based awards
|
For the years ended December
31, 2016, 2017 and 2018, the Company recorded share-based compensation of RMB13,936, a reversal of RMB1,227 and RMB 7,916 for restricted
shares to the founders or management of the subsidiaries of a variable interest entity.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
27.
|
Basic and diluted net
income per share
|
Basic and diluted net income
per share for the years ended December 31, 2016, 2017 and 2018 are calculated as follows:
|
|
For the year ended December 31,
|
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
|
|
|
|
|
|
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable
to common shareholders of the Company
|
|
|
1,523,918
|
|
|
|
2,493,235
|
|
|
|
1,641,958
|
|
Interest expenses of convertible notes
|
|
|
81,085
|
|
|
|
20,820
|
|
|
|
149
|
|
Numerator for diluted income per share
|
|
|
1,605,003
|
|
|
|
2,514,055
|
|
|
|
1,642,107
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for basic calculation—weighted average number of Class A and Class B common shares outstanding
|
|
|
1,127,343,312
|
|
|
|
1,186,460,144
|
|
|
|
1,280,847,795
|
|
Dilutive effect of share options
|
|
|
684,455
|
|
|
|
376,918
|
|
|
|
94,254
|
|
Dilutive effect of restricted share units
|
|
|
15,816,362
|
|
|
|
11,598,378
|
|
|
|
12,966,689
|
|
Dilutive effect of convertible bonds
|
|
|
72,267,200
|
|
|
|
18,202,301
|
|
|
|
180,668
|
|
Denominator for diluted calculation
|
|
|
1,216,111,329
|
|
|
|
1,216,637,741
|
|
|
|
1,294,089,406
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income per Class A and Class B common share
|
|
|
1.35
|
|
|
|
2.10
|
|
|
|
1.28
|
|
Diluted net income per Class A and Class B common share
|
|
|
1.32
|
|
|
|
2.07
|
|
|
|
1.27
|
|
Basic net income per ADS*
|
|
|
27.04
|
|
|
|
42.03
|
|
|
|
25.64
|
|
Diluted net income per ADS*
|
|
|
26.40
|
|
|
|
41.33
|
|
|
|
25.38
|
|
|
*
|
Each ADS represents 20 common shares.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
28.
|
Related party transactions
|
The table below sets forth the
major related parties and their relationships with the Group:
Major related parties
|
|
Relationship with the Group
|
|
|
Guangzhou Sunhongs Corp., Ltd. (“Guangzhou Sunhongs”) (Formerly known as Guangzhou Shanghang Information Technology Co., Ltd.)
|
|
Significant influence exercised by a principal shareholder of the Company
|
Kingsoft Corporation Limited (“Kingsoft Group”)
|
|
Significant influence exercised by a principal shareholder of the Company
|
Bigo Inc. (“Bigo”)
|
|
Investment with significant influence
|
Shanghai Ansha Network Technology Co., Ltd.(“Shanghai Ansha”)
|
|
Investment with significant influence
|
Guangzhou Chenjun Equity Investment Limited Partnership(“Guangzhou Chenjun”)
|
|
Investment with significant influence
|
Guangzhou Kuyou Information Technology Co., Ltd.(“Guangzhou Kuyou”)
|
|
Investment with significant influence
|
Beijing Huanqiu Xingxue Technology Development Co., Ltd.(“Xingxue”)
|
|
Investment with significant influence
|
Yunke Online
|
|
Investment with significant influence
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
28.
|
Related party transactions
(continued)
|
During the years ended December 31,
2016, 2017 and 2018, significant related party transactions are as follows:
|
|
For the year ended December 31,
|
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
|
|
|
|
|
|
|
|
|
Loan to related parties
|
|
|
44,500
|
|
|
|
24,962
|
|
|
|
188,000
|
|
Bandwidth service provided by Guangzhou Sunhongs
|
|
|
96,224
|
|
|
|
92,068
|
|
|
|
103,439
|
|
Online games revenue shared from related parties
|
|
|
100,078
|
|
|
|
87,414
|
|
|
|
31,366
|
|
Repayment of loans from related parties
|
|
|
-
|
|
|
|
35,462
|
|
|
|
20,000
|
|
Bandwidth service provided by Kingsoft Group
|
|
|
-
|
|
|
|
711
|
|
|
|
11,314
|
|
Payments on behalf of related parties, net of repayments
|
|
|
10,699
|
|
|
|
(23,116
|
)
|
|
|
(2,543
|
)
|
Partial disposal of investments to Guangzhou Chenjun
|
|
|
33,750
|
|
|
|
35,160
|
|
|
|
-
|
|
Partial disposal of a subsidiary to Guangzhou Chenjun
|
|
|
24,394
|
|
|
|
-
|
|
|
|
-
|
|
Others
|
|
|
13,573
|
|
|
|
14,276
|
|
|
|
11,833
|
|
As of December 31, 2017 and 2018, the amounts
due from/to related parties are as follows:
|
|
December 31,
|
|
|
|
2017
|
|
|
2018
|
|
|
|
RMB
|
|
|
RMB
|
|
|
|
|
|
|
|
|
Amounts due from related parties, current
|
|
|
|
|
|
|
|
|
Due from Bigo
(1)
|
|
|
9,831
|
|
|
|
191,800
|
|
Others
|
|
|
1,359
|
|
|
|
1,759
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
11,190
|
|
|
|
193,559
|
|
|
|
|
|
|
|
|
|
|
Amounts due from related parties, non-current
|
|
|
|
|
|
|
|
|
Due from Yunke Online
|
|
|
20,000
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Amounts due to related parties
|
|
|
|
|
|
|
|
|
Due to Guangzhou Sunhongs
|
|
|
8,432
|
|
|
|
11,062
|
|
Due to Guangzhou Kuyou
|
|
|
7,583
|
|
|
|
4,144
|
|
Due to Shanghai Ansha
|
|
|
6,178
|
|
|
|
5,364
|
|
Due to Kingsoft Group
|
|
|
-
|
|
|
|
5,239
|
|
Others
|
|
|
8,309
|
|
|
|
2,527
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
30,502
|
|
|
|
28,336
|
|
|
(1)
|
The amounts due from Bigo mainly consisted of unsecured loans provided to Bigo.The maturities of the loans were all within
one year.
|
Other receivables and payables from/to
related parties are unsecured and payable on demand.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
29.
|
Fair value measurements
|
Fair value reflects the price
that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded
at fair value, the Group considers the principal or most advantageous market in which it would transact and considers assumptions
that market participants would use when pricing the assets or liabilities.
The Group applies a fair value
hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring
fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input
that is significant to the fair value measurement. This guidance specifies a hierarchy of valuation techniques, which is based
on whether the inputs into the valuation technique are observable or unobservable. The hierarchy is as follows:
Level 1—Valuation techniques
in which all significant inputs are unadjusted quoted prices from active markets for assets or liabilities that are identical to
the assets or liabilities being measured.
Level 2—Valuation techniques
in which significant inputs include quoted prices from active markets for assets or liabilities that are similar to the assets
or liabilities being measured and/or quoted prices for assets or liabilities that are identical or similar to the assets or liabilities
being measured from markets that are not active. Also, model-derived valuations in which all significant inputs and significant
value drivers are observable in active markets are Level 2 valuation techniques.
Level 3—Valuation techniques
in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are valuation technique
inputs that reflect the Group’s own assumptions about the assumptions that market participants would use in pricing an asset
or liability.
The fair value guidance describes
three main approaches to measure the fair value of assets and liabilities: (1) market approach; (2) income approach and
(3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving
identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single
present value amount. The measurement is based on the value indicated by current market expectations about those future amounts.
The cost approach is based on the amount that would currently be required to replace an asset.
When available, the Group uses
quoted market prices to determine the fair value of an asset or liability. If quoted market prices are not available, the Group
will measure fair value using valuation techniques that use, when possible, current market-based or independently sourced market
parameters, such as interest rates and currency rates.
The Group did not have any other
financial instruments that were required to be measured at fair value on a recurring basis as of December 31, 2018 except for short-term
investments and equity investment with readily determinable fair values.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
29.
|
Fair value measurements
(continued)
|
The following table summarizes
the Company’s assets that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy
as of December 31, 2017 and December 31, 2018:
|
|
As of December 31, 2017
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term investments
|
|
|
29,570
|
|
|
|
94,980
|
|
|
|
-
|
|
|
|
124,550
|
|
Equity investment with readily determinable fair values
|
|
|
138,251
|
|
|
|
-
|
|
|
|
-
|
|
|
|
138,251
|
|
Available-for-sale debt securities
|
|
|
-
|
|
|
|
-
|
|
|
|
1,961
|
|
|
|
1,961
|
|
|
|
|
167,821
|
|
|
|
94,980
|
|
|
|
1,961
|
|
|
|
264,762
|
|
|
|
As of December 31, 2018
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term investments (i)
|
|
|
78,605
|
|
|
|
900,448
|
|
|
|
-
|
|
|
|
979,053
|
|
Equity investment with readily determinable fair values (ii)
|
|
|
238,915
|
|
|
|
-
|
|
|
|
-
|
|
|
|
238,915
|
|
|
|
|
317,520
|
|
|
|
900,448
|
|
|
|
-
|
|
|
|
1,217,968
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liabilities (iii)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
(i)
|
Short-term investments represented the investments issued
by commercial banks or other financial institutions with a variable interest rate indexed to the performance of underlying assets
within one year. For the instruments whose fair value is provided by banks at the end of each period, the Company classifies the
valuation techniques that use these inputs as Level 1 of fair value measurements. For the instruments whose fair value is estimated
based on quoted prices of similar products provided by banks at the end of each period, the Company classifies the valuation techniques
that use these inputs as Level 2 of fair value measurements.
|
|
(ii)
|
Equity investments with readily determinable fair values
are valued using the market approach based on the quoted prices in active markets at the reporting date. The Group classifies
the valuation techniques that use these inputs as Level 1 of fair value measurements.
|
|
(iii)
|
The Company has determined that conversion feature embedded
in the Huya’s Series B-2 Preferred Shares is required to be bifurcated and accounted for as a derivative liability which
would be measured at fair value (Note 24). Upon the completion of Huya’s IPO, the derivative liabilities were derecognized
and the balance was transferred to additional paid-in capital accordingly.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
29.
|
Fair value measurements
(continued)
|
The following
table presents the changes in Level 3 liabilities for the year ended December 31, 2018.
|
|
Conversion feature
embedded in Series A
Preferred Shares
|
|
|
Conversion feature
embedded in Series B-2
Preferred Shares
|
|
|
Total
|
|
|
|
|
RMB
|
|
|
|
RMB
|
|
|
|
RMB
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 1, 2018
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Initial recognition upon the extinguishment of Huya’s Series A Preferred Shares and the issuance of Huya’s Series B-2 Preferred Shares as of March 8, 2018
|
|
|
572,237
|
|
|
|
320,097
|
|
|
|
892,334
|
|
Fair value loss on derivative liabilities
|
|
|
628,298
|
|
|
|
1,656,925
|
|
|
|
2,285,223
|
|
Foreign exchange
|
|
|
4,573
|
|
|
|
6,697
|
|
|
|
11,270
|
|
Derecognition of derivative liabilities upon the completion of Huya’s IPO
|
|
|
(1,205,108
|
)
|
|
|
(1,983,719
|
)
|
|
|
(3,188,827
|
)
|
Balance as of December 31, 2018
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
In determining the fair value
of these preferred shares, the Group has adopted the equity allocation model. For purposes of determining the conversion features
of Huya’s Pre-IPO Preferred Shares as of March 8, 2018 and May 10, 2018, the Company has re-performed the equity allocation
model for Huya’s Pre-IPO Preferred Shares in scenarios assuming the conversion feature is removed, the difference between
the with embedded conversion features scenario and the without embedded conversion features scenario is considered to be value
of the conversion features of Huya’s Pre-IPO Preferred Shares. The Company assumed Huya’s Pre-IPO Preferred Shares
would not be converted to common shares in neither the IPO scenario, the liquidation scenario nor the redemption scenario. Such
approach involves certain significant estimates which are as follows:
Valuation Date
|
|
March 8, 2018
|
|
|
May 10, 2018
|
|
|
|
|
|
|
|
|
Volatility
|
|
|
50
|
%
|
|
|
50
|
%
|
Risk-free rate (3 months)
|
|
|
1.66
|
%
|
|
|
1.58
|
%
|
Risk-free rate (4 years)
|
|
|
2.52
|
%
|
|
|
2.46
|
%
|
Dividend yield
|
|
|
0
|
%
|
|
|
0
|
%
|
Fair value measurement on
a non-recurring basis
The Company measures investments
without readily determinable fair value on a nonrecurring basis when impairment charges and fair value change due to observable
price change are recognized. These nonrecurring fair value measurements use significant unobservable inputs (Level 3). The Company
uses a combination of valuation methodologies, including market and income approaches based on the Company’s best estimate
to determine the fair value of these investments. An observable price change is usually resulting from new rounds of financing
of the investees. The Company determines whether the securities offered in new rounds of financing are similar to the equity securities
held by the Company by comparing the rights and obligations of the secutiries. When the securities offered in new rounds of financing
are determined to be similar to the securities beld by the Company, the Company adjusts the observable price of the similar security
to determine the amount that should be recorded as an adjustment in the carrying value of the security to reflect the current
fair value of the security held by the Company by using the back-solve method based on the equity allocation model with adoption
of some key parameters such as risk-free rate and equity volatility. Inputs used in these methodologies primarily include discount
rate, the selection of comparable companies operating in similar businesses and etc. In 2018, fair value gain of RMB1,803,081
due to the observable price change of the investment without readily determinable fair value, was recognized in gain on fair value
changes of investments.
Apart from the short-term investments,
equity investment measured at fair value through earnings and derivative liabilities, the Company’s other financial instruments
principally consist of cash and cash equivalent, short-term deposits, long-term deposits, accounts receivable, financing receivables,
other receivables, amounts due to/from related parties, accounts payable, certain accrued expenses and convertible bonds. The recorded
values of cash, short-term deposits, long-term deposits, accounts receivable, financing receivables, other receivables, amounts
due to/from related parties, accounts payable, certain accrued expenses and convertible bonds are recorded at cost which approximates
fair value. The fair value of convertible bonds is within Level 2 of the fair value hierarchy.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
30.
|
Commitments and contingencies
|
|
(a)
|
Operating lease commitments
|
The Group leases facilities
in the PRC under non-cancellable operating leases expiring on different dates. Payments under operating leases are expensed on
a straight-line basis over the periods of the respective leases.
Total office rental expenses
under all operating leases were RMB76,753, RMB62,211 and RMB50,206 for the years ended December 31, 2016, 2017 and 2018, respectively.
As of December 31, 2018,
future minimum payments under non-cancellable operating leases consist of the following:
|
|
Office rental
|
|
|
|
RMB
|
|
|
|
|
|
2019
|
|
|
84,689
|
|
2020
|
|
|
53,609
|
|
2021
|
|
|
35,871
|
|
2022 and after
|
|
|
47,726
|
|
|
|
|
221,895
|
|
As of December 31, 2018, the
Group had outstanding capital commitments totaling RMB193,412 which consisted of capital expenditures related to properties and
additional investments in equity investments.
In October 2014, Guangzhou
NetEase Computer System Co., Ltd. (“Guangzhou NetEase”) brought a copyright infringement claim against the Group in
the Intermediate People’s Court of Guangzhou, alleging that the Group’s live game broadcasting program has infringed
the copyright of one of their online games called Fantasy Westward Journey. The claimant is seeking RMB100 million for their potential
damages, requesting YY to cease the copyright infringement practices and apologize publicly.
In November 2017, the local
court passed a judgment requesting the Company to compensate such game publisher for its loss amounting to RMB20 million, as a
result of the alleged copyright infringement. Based on its estimate as of December 31, 2017, the Company recorded an estimated
loss contingency of RMB20 million in its financial statements. Up to the date of this report, there has been no judgment from the
appellate court yet and the Group’s estimate on the loss contingency remained the same as last year.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
(a) In 2019, the Group entered
into a share purchase agreement with Bigo and its shareholders. Under the agreement, the Group agreed to purchase all outstanding
shares of Bigo which were not yet owned by the Group. Pursuant to the agreement, the Company paid US$343.1 million in cash and
issued 313,888,496 Class A common shares and 38,326,579 Class B common shares of the Company. Bigo is principally engaged in video
and audio broadcast through its live-streaming applications and platforms all over the world. The transaction was completed on
March 4, 2019. The Company’s previously held interests in Bigo before this transaction will be remeasured. The Group is in
the process of evaluating the accounting treatment on the acquisition and the major outstanding item to complete is the valuation
and purchase price allocation.
(b) In 2019, the Group signed an agreement with a third party company to dispose its game business in
exchange of certain equity interests of this third party company. The completion of the transaction is subject to customary closing
conditions and the Group expects a gain will be recognized from the transaction. The Group is in the process of the valuation related
to the consideration and evaluating the accounting treatment of this acquisition.
(c) In September 2018, the
Company entered into a loan agreement with a commercial bank, under which the Company obtained credit facility amounting to HK$700
million. The interest rate of the loan was HIBOR plus 0.67% per annum. As of the date of the issuance of the financial statements,
the Company has borrowed a short-term loan amounting to HK$320 million from the bank. Term deposit of RMB300 million was pledged
as collateral for the loan borrowed.
(d) On February 28, 2019, the
Company entered into a facility agreement with Goldman Sachs Lending Partners LLC (“the Lender”). Subject to the terms
of this agreement, the Lender agreed to make available to the Company a US$ term loan facility in an aggregate amount of up to
US$100,250. In March 2019, the Company has borrowed a loan amounting to US$100,250 under this facility agreement. The interest
rate of the loan is LIBOR plus a margin per annum. The margin ranges from 1.25% to 3.65% subject to the actual term of the loan.
The loan was repaid on April 16, 2019.
(e) Huya completed a follow-on
public offering of ADSs on April 12, 2019. As a result of these transactions, Huya issued and sold an aggregate of 13,600,000 ADSs
and the Company, as selling shareholder, sold an aggregate of 4,800,000 Huya’s ADSs it held at a price of US$24.00 per ADS.
The underwriters’ options granted by Huya and the Company to purchase additional ADSs have not been exercised yet until April
26, 2019.
The net proceeds received by
Huya, after deducting underwriter commissions and estimated offering expenses, amounted to approximately US$313.8 million. The
net proceeds received by the Company, after deducting underwriter commissions, amounted to approximately US$111.2 million.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
32.
|
Restricted net assets
|
Relevant PRC laws and regulations
permit payments of dividends by the Group’s subsidiaries and VIEs incorporated in the PRC only out of their retained earnings,
if any, as determined in accordance with PRC accounting standards and regulations. In addition, the Company’s subsidiaries
and VIEs in the PRC are required to annually appropriate 10% of their net after-tax income to the statutory general reserve fund
prior to payment of any dividends, unless such reserve funds have reached 50% of their respective registered capital. As a result
of these and other restrictions under PRC laws and regulations, the Group’s subsidiaries and VIEs incorporated in the PRC
are restricted in their ability to transfer a portion of their net assets to the Company either in the form of dividends, loans
or advances, which restricted portion as calculated under U.S. GAAP amounted to approximately RMB3,559,861 and RMB5,057,086
as of December 31, 2017 and 2018, respectively. There are no differences between U.S. GAAP and PRC accounting standards
in connection with the reported net assets of the legally owned subsidiaries in the PRC and the VIEs. Even though the Company currently
does not require any such dividends, loans or advances from the PRC entities for working capital and other funding purposes, the
Company may in the future require additional cash resources from them due to changes in business conditions, to fund future acquisitions
and development, or merely to declare and pay dividends or distributions to our shareholders. Except for the above, there is no
other restriction on use of proceeds generated by the Group’s subsidiaries and VIEs to satisfy any obligations of the Company.
The Company performed a test
on the restricted net assets of subsidiaries and VIEs in accordance with Securities and Exchange Commission Regulation S-X Rule
4-08 (e) (3), “General Notes to Financial Statements” and concluded that the restricted net assets exceeded 25% of
the consolidated net assets of the Company as of December 31, 2018 and the condensed financial information of the Company are required
to be presented (Note 34).
There are three segments in
the Group, including YY Live, Huya and 100 Education, for the year ended December 31, 2016. The Company has disposed of a great
majority of its online education business before the end of 2016 and 100 Education ceased to be an operating segment starting from
the first quarter of 2017. The Company remained two segments, YY Live and Huya.
In addition, the Company revamped
its internal organization and one sub-business stream previously presented and reviewed under YY Live was changed to be presented
and reviewed under Huya from the first quarter of 2017. Segment information of comparative periods has been restated accordingly.
Starting from the three months
ended December 31, 2017, the Company reviews the financial performance of the operating segments up to the net income of each segment.
Segment information for comparative periods has been revised to be presented on the same basis as the year ended December 31, 2017.
As the Group’s long-lived
assets and revenue are substantially located in and derived from the PRC, no geographical segments are presented.
The Group currently does not
allocate assets to all of its segments, as its CODM does not use such information to allocate resources or evaluate the performance
of the operating segments.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
33.
|
Segment Reporting (continued)
|
The following table presents
summary information by segment:
For the year ended December
31, 2018:
|
|
YY Live
|
|
|
Huya
|
|
|
Elimination
|
|
|
Total
|
|
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Live streaming
|
|
|
10,434,822
|
|
|
|
4,442,845
|
|
|
|
-
|
|
|
|
14,877,667
|
|
Others
|
|
|
667,350
|
|
|
|
220,595
|
|
|
|
(2,055
|
)
|
|
|
885,890
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net revenues
|
|
|
11,102,172
|
|
|
|
4,663,440
|
|
|
|
(2,055
|
)
|
|
|
15,763,557
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
(1)
|
|
|
(6,083,487
|
)
|
|
|
(3,933,647
|
)
|
|
|
-
|
|
|
|
(10,017,134
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
5,018,685
|
|
|
|
729,793
|
|
|
|
(2,055
|
)
|
|
|
5,746,423
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development expenses
|
|
|
(926,900
|
)
|
|
|
(265,152
|
)
|
|
|
-
|
|
|
|
(1,192,052
|
)
|
Sales and marketing expenses
|
|
|
(962,164
|
)
|
|
|
(189,207
|
)
|
|
|
2,055
|
|
|
|
(1,149,316
|
)
|
General and administrative expenses
|
|
|
(595,515
|
)
|
|
|
(287,710
|
)
|
|
|
-
|
|
|
|
(883,225
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
(2,484,579
|
)
|
|
|
(742,069
|
)
|
|
|
2,055
|
|
|
|
(3,224,593
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income
|
|
|
78,922
|
|
|
|
38,938
|
|
|
|
-
|
|
|
|
117,860
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
2,613,028
|
|
|
|
26,662
|
|
|
|
-
|
|
|
|
2,639,690
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(8,616
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(8,616
|
)
|
Interest income and investment income
|
|
|
329,003
|
|
|
|
156,549
|
|
|
|
-
|
|
|
|
485,552
|
|
Foreign currency exchange (losses) gains, net
|
|
|
(565
|
)
|
|
|
51
|
|
|
|
-
|
|
|
|
(514
|
)
|
Gain on deemed disposal and disposal of investments
|
|
|
16,178
|
|
|
|
-
|
|
|
|
-
|
|
|
|
16,178
|
|
Gain on fair value changes of investment
|
|
|
1,487,405
|
|
|
|
-
|
|
|
|
201,999
|
|
|
|
1,689,404
|
|
Fair value loss on derivative liabilities
|
|
|
-
|
|
|
|
(2,285,223
|
)
|
|
|
-
|
|
|
|
(2,285,223
|
)
|
Other non-operating expenses
|
|
|
(2,000
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax expenses
|
|
|
4,434,433
|
|
|
|
(2,101,961
|
)
|
|
|
201,999
|
|
|
|
2,534,471
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax (expenses) benefits
|
|
|
(501,683
|
)
|
|
|
50,943
|
|
|
|
(26,967
|
)
|
|
|
(477,707
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before share of loss in equity method investments,
net of income taxes
|
|
|
3,932,750
|
|
|
|
(2,051,018
|
)
|
|
|
175,032
|
|
|
|
2,056,764
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share of income in equity method investments, net of income taxes
|
|
|
120,636
|
|
|
|
113,329
|
|
|
|
(175,032
|
)
|
|
|
58,933
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
4,053,386
|
|
|
|
(1,937,689
|
)
|
|
|
-
|
|
|
|
2,115,697
|
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
33.
|
Segment Reporting (continued)
|
(1) Share-based compensation
was allocated in cost of revenues and operating expenses as follows:
|
|
YY Live
|
|
|
Huya
|
|
|
Total
|
|
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
63,867
|
|
|
|
10,472
|
|
|
|
74,339
|
|
Research and development expenses
|
|
|
194,530
|
|
|
|
30,643
|
|
|
|
225,173
|
|
Sales and marketing expenses
|
|
|
3,891
|
|
|
|
1,832
|
|
|
|
5,723
|
|
General and administrative expenses
|
|
|
159,042
|
|
|
|
183,748
|
|
|
|
342,790
|
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
33.
|
Segment Reporting (continued)
|
The following table presents
summary information by segment:
For the year ended December
31, 2017:
|
|
YY Live
|
|
|
Huya
|
|
|
Total
|
|
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
Net revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
Live streaming
|
|
|
8,601,418
|
|
|
|
2,069,536
|
|
|
|
10,670,954
|
|
Others
|
|
|
808,558
|
|
|
|
115,280
|
|
|
|
923,838
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net revenues
|
|
|
9,409,976
|
|
|
|
2,184,816
|
|
|
|
11,594,792
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
(1)
|
|
|
(5,096,538
|
)
|
|
|
(1,929,864
|
)
|
|
|
(7,026,402
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
4,313,438
|
|
|
|
254,952
|
|
|
|
4,568,390
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development expenses
|
|
|
(611,726
|
)
|
|
|
(170,160
|
)
|
|
|
(781,886
|
)
|
Sales and marketing expenses
|
|
|
(603,989
|
)
|
|
|
(87,292
|
)
|
|
|
(691,281
|
)
|
General and administrative expenses
|
|
|
(442,646
|
)
|
|
|
(101,995
|
)
|
|
|
(544,641
|
)
|
Goodwill impairment
|
|
|
(2,527
|
)
|
|
|
-
|
|
|
|
(2,527
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
(1,660,888
|
)
|
|
|
(359,447
|
)
|
|
|
(2,020,335
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on deconsolidation and disposal of subsidiaries
|
|
|
37,989
|
|
|
|
-
|
|
|
|
37,989
|
|
Other income
|
|
|
103,558
|
|
|
|
9,629
|
|
|
|
113,187
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
2,794,097
|
|
|
|
(94,866
|
)
|
|
|
2,699,231
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(32,122
|
)
|
|
|
-
|
|
|
|
(32,122
|
)
|
Interest income and investment income
|
|
|
166,335
|
|
|
|
14,049
|
|
|
|
180,384
|
|
Foreign currency exchange losses, net
|
|
|
(2,176
|
)
|
|
|
-
|
|
|
|
(2,176
|
)
|
Gain on deemed disposal and disposal of investments
|
|
|
45,861
|
|
|
|
-
|
|
|
|
45,861
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income tax expenses
|
|
|
2,971,995
|
|
|
|
(80,817
|
)
|
|
|
2,891,178
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expenses
|
|
|
(415,811
|
)
|
|
|
-
|
|
|
|
(415,811
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before share of income (loss) in equity method investments, net of income taxes
|
|
|
2,556,184
|
|
|
|
(80,817
|
)
|
|
|
2,475,367
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share of income (loss) in equity method investments, net of income taxes
|
|
|
33,175
|
|
|
|
(151
|
)
|
|
|
33,024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
N
et income (loss)
|
|
|
2,589,359
|
|
|
|
(80,968
|
)
|
|
|
2,508,391
|
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
33.
|
Segment Reporting (continued)
|
(1) Share-based compensation
was allocated in cost of revenues and operating expenses as follows:
|
|
YY Live
|
|
|
Huya
|
|
|
Total
|
|
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
39,882
|
|
|
|
2,877
|
|
|
|
42,759
|
|
Research and development expenses
|
|
|
113,174
|
|
|
|
9,174
|
|
|
|
122,348
|
|
Sales and marketing expenses
|
|
|
3,626
|
|
|
|
791
|
|
|
|
4,417
|
|
General and administrative expenses
|
|
|
60,871
|
|
|
|
27,266
|
|
|
|
88,137
|
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
33.
|
Segment Reporting (continued)
|
For the year ended December
31, 2016:
|
|
YY Live
|
|
|
Huya
|
|
|
100 Education
|
|
|
Total
|
|
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Live streaming
|
|
|
6,235,249
|
|
|
|
791,978
|
|
|
|
-
|
|
|
|
7,027,227
|
|
Others
|
|
|
1,011,170
|
|
|
|
4,926
|
|
|
|
160,727
|
|
|
|
1,176,823
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net revenues
|
|
|
7,246,419
|
|
|
|
796,904
|
|
|
|
160,727
|
|
|
|
8,204,050
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
(1)
|
|
|
(3,900,814
|
)
|
|
|
(1,094,644
|
)
|
|
|
(107,972
|
)
|
|
|
(5,103,430
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit (loss)
|
|
|
3,345,605
|
|
|
|
(297,740
|
)
|
|
|
52,755
|
|
|
|
3,100,620
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development expenses
|
|
|
(456,375
|
)
|
|
|
(188,334
|
)
|
|
|
(30,521
|
)
|
|
|
(675,230
|
)
|
Sales and marketing expenses
|
|
|
(259,040
|
)
|
|
|
(68,746
|
)
|
|
|
(59,482
|
)
|
|
|
(387,268
|
)
|
General and administrative expenses
|
|
|
(375,958
|
)
|
|
|
(71,325
|
)
|
|
|
(35,154
|
)
|
|
|
(482,437
|
)
|
Goodwill impairment
|
|
|
(3,861
|
)
|
|
|
-
|
|
|
|
(13,804
|
)
|
|
|
(17,665
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
(1,095,234
|
)
|
|
|
(328,405
|
)
|
|
|
(138,961
|
)
|
|
|
(1,562,600
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on deconsolidation and disposal of subsidiaries
|
|
|
103,960
|
|
|
|
-
|
|
|
|
-
|
|
|
|
103,960
|
|
Other income
|
|
|
129,504
|
|
|
|
-
|
|
|
|
-
|
|
|
|
129,504
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
2,483,835
|
|
|
|
(626,145
|
)
|
|
|
(86,206
|
)
|
|
|
1,771,484
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(81,085
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(81,085
|
)
|
Interest income and investment income
|
|
|
66,631
|
|
|
|
518
|
|
|
|
44
|
|
|
|
67,193
|
|
Foreign currency exchange gains, net
|
|
|
1,158
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,158
|
|
Gain on deemed disposal and disposal of investments
|
|
|
25,061
|
|
|
|
-
|
|
|
|
-
|
|
|
|
25,061
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income tax expenses
|
|
|
2,495,600
|
|
|
|
(625,627
|
)
|
|
|
(86,162
|
)
|
|
|
1,783,811
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax (expenses) benefits
|
|
|
(294,529
|
)
|
|
|
-
|
|
|
|
14,015
|
|
|
|
(280,514
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before share of income (loss) in equity method investments, net of income taxes
|
|
|
2,201,071
|
|
|
|
(625,627
|
)
|
|
|
(72,147
|
)
|
|
|
1,503,297
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share of income (loss) in equity method investments, net of income taxes
|
|
|
8,390
|
|
|
|
-
|
|
|
|
(111
|
)
|
|
|
8,279
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
|
2,209,461
|
|
|
|
(625,627
|
)
|
|
|
(72,258
|
)
|
|
|
1,511,576
|
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
33.
|
Segment Reporting (continued)
|
(1) Share-based compensation
was allocated in cost of revenues and operating expenses as follows:
|
|
YY Live
|
|
|
Huya
|
|
|
100 Education
|
|
|
Total
|
|
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
9,893
|
|
|
|
5,677
|
|
|
|
324
|
|
|
|
15,894
|
|
Research and development expenses
|
|
|
53,085
|
|
|
|
19,538
|
|
|
|
6,193
|
|
|
|
78,816
|
|
Sales and marketing expenses
|
|
|
2,781
|
|
|
|
326
|
|
|
|
-
|
|
|
|
3,107
|
|
General and administrative expenses
|
|
|
19,523
|
|
|
|
26,557
|
|
|
|
13,389
|
|
|
|
59,469
|
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
34.
|
Additional information
– condensed financial statements
|
The condensed financial statements
of YY Inc. have been prepared in accordance with SEC Regulation S-X Rule 5-04 and Rule 12-04.
The Company records its investments
in subsidiaries and VIEs under the equity method of accounting. Such investments to subsidiaries and VIEs are presented on the
balance sheet as “Interests in subsidiaries and VIEs” and the profit of the subsidiaries and VIEs is presented as “Share
of profit of subsidiaries and VIEs” in the statement of comprehensive income.
The footnote disclosures contain
supplemental information relating to the operations of the Company and, as such, these financial statements should be read in conjunction
with the notes to the consolidated financial statements of the Company. Certain information and footnote disclosures normally included
in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted.
As of December 31, 2017 and
2018, there were no material contingencies, significant provisions for long-term obligations, or guarantees of the Company, except
for those, if any, which have been separately disclosed in the consolidated financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
34.
|
Additional information
– condensed financial statements (continued)
|
|
(a)
|
Condensed balance sheets
of YY Inc. as of December 31, 2017 and 2018
|
|
|
As of December 31,
|
|
|
|
2017
|
|
|
2018
|
|
|
2018
|
|
|
|
RMB
|
|
|
RMB
|
|
|
US$
|
|
|
|
|
|
|
|
|
|
(Note 2(e))
|
|
Assets
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts due from a subsidiary
|
|
|
2,671,590
|
|
|
|
2,592,009
|
|
|
|
376,992
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Interests in subsidiaries and VIEs
|
|
|
8,535,113
|
|
|
|
15,935,185
|
|
|
|
2,317,677
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
11,206,703
|
|
|
|
18,527,194
|
|
|
|
2,694,669
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and shareholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Interests payable
|
|
|
777
|
|
|
|
39
|
|
|
|
6
|
|
Convertible bonds
|
|
|
-
|
|
|
|
6,863
|
|
|
|
998
|
|
Short-term loans
|
|
|
588,235
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
589,012
|
|
|
|
6,902
|
|
|
|
1,004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible bonds
|
|
|
6,536
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
595,548
|
|
|
|
6,902
|
|
|
|
1,004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A common shares (US$0.00001 par value; 10,000,000,000 shares authorized, 945,245,908 shares issued and outstanding as of December 31, 2017 and 981,740,848 shares issued and outstanding as of December 31, 2018)
|
|
|
57
|
|
|
|
59
|
|
|
|
9
|
|
Class B common shares (US$0.00001 par value; 1,000,000,000 shares authorized, 317,982,976 shares issued and outstanding as of December 31, 2017 and 288,182,976 shares issued and outstanding as of December 31, 2018)
|
|
|
23
|
|
|
|
21
|
|
|
|
3
|
|
Additional paid-in capital
|
|
|
5,339,844
|
|
|
|
11,168,866
|
|
|
|
1,624,444
|
|
Retained earnings
|
|
|
5,280,828
|
|
|
|
7,015,194
|
|
|
|
1,020,318
|
|
Accumulated other comprehensive (loss) income
|
|
|
(9,597
|
)
|
|
|
336,152
|
|
|
|
48,891
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders’ equity
|
|
|
10,611,155
|
|
|
|
18,520,292
|
|
|
|
2,693,665
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders’ equity
|
|
|
11,206,703
|
|
|
|
18,527,194
|
|
|
|
2,694,669
|
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(All amount in thousands, except share, ADS, per share and
per ADS data, unless otherwise stated)
|
34.
|
Additional information
– condensed financial statements (continued)
|
|
(b)
|
Condensed statements of
comprehensive income of YY Inc. for the years ended December 31, 2016, 2017 and 2018
|
|
|
For the year ended December 31,
|
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
2018
|
|
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
US$
|
|
|
|
|
|
|
|
|
|
|
|
|
(Note2(e))
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share of profit of subsidiaries and VIEs
|
|
|
1,605,003
|
|
|
|
2,545,045
|
|
|
|
2,211,452
|
|
|
|
321,642
|
|
Interest expense
|
|
|
(81,085
|
)
|
|
|
(32,122
|
)
|
|
|
(2,445
|
)
|
|
|
(357
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to controlling interest of the Company
|
|
|
1,523,918
|
|
|
|
2,512,923
|
|
|
|
2,209,007
|
|
|
|
321,285
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss) :
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gain (loss) of available-for-sale securities
|
|
|
134,768
|
|
|
|
(41,150
|
)
|
|
|
-
|
|
|
|
-
|
|
Foreign currency translation adjustments, net of nil tax
|
|
|
(5,317
|
)
|
|
|
(61,513
|
)
|
|
|
434,080
|
|
|
|
63,134
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
|
1,653,369
|
|
|
|
2,410,260
|
|
|
|
2,643,087
|
|
|
|
384,419
|
|
|
(c)
|
Condensed statements of cash flows of YY Inc. for the years ended December 31, 2016, 2017 and 2018
|
|
|
For the year ended December 31,
|
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
2018
|
|
|
|
RMB
|
|
|
RMB
|
|
|
RMB
|
|
|
US$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Note2(e))
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayment of loans from a subsidiary
|
|
|
-
|
|
|
|
2,132,512
|
|
|
|
195,091
|
|
|
|
28,375
|
|
Loans to a subsidiary
|
|
|
-
|
|
|
|
(2,950,607
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by investing activities
|
|
|
-
|
|
|
|
(818,095
|
)
|
|
|
195,091
|
|
|
|
28,375
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from bank borrowings
|
|
|
-
|
|
|
|
621,118
|
|
|
|
-
|
|
|
|
-
|
|
Proceeds from issuance of common shares, net of issuance cost
|
|
|
-
|
|
|
|
2,950,607
|
|
|
|
(4,473
|
)
|
|
|
(651
|
)
|
Partial disposal of subsidiary’s interests to non-controlling interest shareholders
|
|
|
-
|
|
|
|
-
|
|
|
|
378,548
|
|
|
|
55,058
|
|
Repayment of bank borrowings
|
|
|
-
|
|
|
|
-
|
|
|
|
(569,166
|
)
|
|
|
(82,782
|
)
|
Repayment of convertible bonds
|
|
|
-
|
|
|
|
(2,753,630
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
-
|
|
|
|
818,095
|
|
|
|
(195,091
|
)
|
|
|
(28,375
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Cash and cash equivalents at the beginning of the year
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the end of the year
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|