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What changed in WEIBO Corp's 20-F — 2022 vs 2023

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Paragraph-level year-over-year comparison of WEIBO Corp's 2022 and 2023 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+1652 added−704 removedSource: 20-F (2024-04-25) vs 20-F (2023-04-27)

Top changes in WEIBO Corp's 2023 20-F

1652 paragraphs added · 704 removed · 560 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

49 edited+980 added−4 removed29 unchanged
Biggest changeRisk Factors—Risks Relating to Doing Business in China—The approval of and the filing with the CSRC or other PRC government authorities may be required in connection with our future offshore offerings under PRC law, and, if required, we cannot predict whether or for how long we will be able to obtain such approval or complete such filing.” The Holding Foreign Companies Accountable Act Pursuant to the Holding Foreign Companies Accountable Act, if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the PCAOB for two consecutive years, the SEC will prohibit our shares or the ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States.
Biggest changeRisk Factors—Risks Relating to Doing Business in China—The approval of or the filing with the CSRC or other PRC government authorities may be required in connection with our future offshore listings and capital raising activities under PRC law, and, if required, we cannot predict whether or for how long we will be able to obtain such approval or filing.” In connection with the offering of our 2030 Convertible Notes, we have (i) completed the pre-issuance registration with the NDRC and obtained a certificate evidencing such registration, (ii) filed the requisite information on our 2030 Convertible Notes with the NDRC within the time period as required by the NDRC after the issuance of our 2030 Convertible Notes, and (iii) completed the filing with the CSRC within the time period as required under the Trial Administrative Measures of Overseas Securities Offerings and Listings by Domestic Companies after the completion of the offering of our 2030 Convertible Notes. 8 Table of Contents The Holding Foreign Companies Accountable Act Pursuant to the Holding Foreign Companies Accountable Act, or the HFCAA, if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the Public Company Accounting Oversight Board, or the PCAOB for two consecutive years, the SEC will prohibit our shares or ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States.
For examples, the PRC Data Security Law and the Personal Information Protection Law released in 2021 posed additional challenges to our cybersecurity and data privacy compliance.
For examples, the PRC Data Security Law and the PRC Personal Information Protection Law released in 2021 posed additional challenges to our cybersecurity and data privacy compliance.
If PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong and we use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year.
If the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong and we use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year.
If we or any of the VIEs is found to be in violation of any existing or future PRC laws or regulations, or fail to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures. See “Item 3. Key Information—D.
If we or any of the VIEs is found to be in violation of any existing or future PRC laws or regulations, or fail to obtain or maintain any of the required permits or approvals, the PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures. See “Item 3. Key Information—D.
Item 3. Key Information Our Holding Company Structure and Contractual Arrangements with the VIEs and Their Respective Individual Shareholders Weibo Corporation is not an operating company in China, but a Cayman Islands holding company with no equity ownership in its VIEs.
Item 3. Key Information Our Holding Company Structure and Contractual Arrangements with the VIEs and Their Respective Individual Shareholders Weibo Corporation is not an operating company in China, but a Cayman Islands holding company with no equity ownership in the VIEs.
However, given the uncertainties of interpretation and implementation of relevant laws and regulations and the enforcement practice by government authorities, we cannot assure you that we have obtained all the permits or licenses required for conducting our business in China.
However, given the uncertainties of interpretation and implementation of the laws and regulations and the enforcement practice by government authorities, we cannot assure you that we have obtained all the permits or licenses required for conducting our business in China.
Weimeng plans to apply for an internet audio/video program transmission license when feasible to do so. In addition, an internet publishing permit might be necessary for our provisions of online game related services and the contents generated by our users on our platform. Weimeng has been actively communicating with the relevant regulator for the application of an internet publishing permit.
Weimeng plans to apply for an internet audio/video program transmission license when feasible to do so. In addition, an internet publishing permit might be necessary for our provisions of online game related services and the contents generated by our users on our platform. Weimeng has been communicating with the regulator for the application of an internet publishing permit.
Furthermore, although most of the games on our website have obtained approval from the National Press and Publication Administration, or the NPPA, certain games may not be able to obtain such approval due to the narrow interpretation of the scope of “game” adopted by NPPA in practice.
Furthermore, although most of the games on our website have obtained approval from the National Press and Publication Administration certain games may not be able to obtain such approval due to the narrow interpretation of the scope of “game” adopted by the National Press and Publication Administration in practice.
For a detailed description of risks related to doing business in China, “Item 3. Key Information—D.
For a detailed description of risks related to doing business in China, see “Item 3. Key Information—D.
In addition, for the year ended December 31, 2022, the VIEs also received US$377.0 million from WFOEs as a repayment of cash advances that the VIEs historically provided to the WFOEs when service fees could not be settled in time.
For the year ended December 31, 2022, the VIEs received US$377.0 million from WFOEs as a repayment of cash advances that the VIEs historically provided to the WFOEs when service fees could not be settled in time.
The Outbound Data Transfer Security Assessment Measures, with effect from September 1, 2022, require a data processor to apply for security assessment with the CAC before providing important data or personal information to overseas recipients under certain circumstances and the Personal Information Outbound Transfer Standard Contract Measures, with effect from June 1, 2023, provide that a personal information processor who provides personal information to overseas recipients through execution of standard contract with such overseas recipient shall meet certain criteria, conduct a personal information protection impact assessment before providing any personal information to an overseas recipient, and complete the filing with local cybersecurity authority within ten working days from the effective date of the standard contract.
The Outbound Data Transfer Security Assessment Measures, with effect from September 1, 2022, require a data processor to apply for security assessment with the Cyberspace Administration of China before providing important data or personal information to overseas recipients under certain circumstances and the Personal Information Outbound Transfer Standard Contract Measures, with effect from June 1, 2023, provide that a personal information processor who provides personal information to overseas recipients through execution of standard contract with such overseas recipient shall meet certain criteria, conduct a personal information protection impact assessment before providing any personal information to an overseas recipient, and complete the filing with local cybersecurity authority within ten working days from the effective date of the standard contract.
Any future securities offerings and listings outside of mainland China by our company, including but not limited to follow-on offerings, issuance of convertible corporate bonds and exchangeable bonds, and other equivalent offering activities, either directly or indirectly, will be subject to the filing requirements with CSRC under the Trial Measures.
Any future securities offerings and listings outside of mainland China by our company, including, but not limited to, follow-on offerings, issuance of convertible corporate bonds and exchangeable bonds, and other equivalent offering activities, either directly or indirectly, will be subject to the filing requirements with CSRC.
Risk Factors—Risks Relating to Our Corporate Structure—Shareholders of the VIEs may have potential conflicts of interest with us, which may affect the performance of the contractual arrangements with the VIEs and their respective shareholders, which may in turn materially and adversely affect our business and financial condition.” Our corporate structure is subject to risks associated with our contractual arrangements with the VIEs.
Risk Factors—Risks Relating to Our Corporate Structure—Shareholders of the VIEs may have potential conflicts of interest with us, which may affect the performance of the contractual arrangements with the VIEs and their respective shareholders, which may in turn materially and adversely affect our business and financial condition.” 5 Table of Contents Our corporate structure is subject to risks associated with our contractual arrangements with the VIEs.
There remain uncertainties as to how the laws, regulations and guidelines recently promulgated will be implemented and whether these laws, regulations and guidelines will have a material impact on our business, financial condition, results of operations and prospects. We cannot assure you that our business operations comply with such regulations and authorities’ requirements in all respects.
There remain uncertainties as to how the laws, regulations and guidelines promulgated in recent years will be implemented and whether these laws, regulations and guidelines will have a material impact on our business, financial condition, results of operations and prospects. We cannot assure you that our business operations comply with these regulations and authorities’ requirements in all respects.
In March 2022, the SEC conclusively listed us as a Commission-Identified Issuer under the HFCAA following the filing of the annual report on Form 20-F for the fiscal year ended December 31, 2021.
In April 2022, the SEC conclusively listed us as a Commission-Identified Issuer under the HFCAA following the filing of our annual report on Form 20-F for the fiscal year ended December 31, 2021.
Accordingly, we operate these businesses in China through the VIEs, and rely on contractual arrangements among our PRC subsidiaries, the VIEs and their shareholders to control the business operations of the VIEs. Revenues contributed by the VIEs and their subsidiaries accounted for 78.1%, 80.7% and 83.9% of our total revenues for the years of 2020, 2021 and 2022, respectively.
Accordingly, we operate these businesses in China through the VIEs, and rely on contractual arrangements among our PRC subsidiaries, the VIEs and their shareholders to control the business operations of the VIEs. Revenues contributed by the VIEs and their subsidiaries accounted for 80.7%, 83.9% and 87.0% of our total revenues for the years of 2021, 2022 and 2023, respectively.
As used in this annual report, “we,” “us,” “our company,” “the Company” or “our” refers to Weibo Corporation, a Cayman Islands company, its subsidiaries, and, in the context of describing its operations and consolidated financial information, the Consolidated Affiliated Entities, including, but not limited to, Weimeng, Weimeng Chuangke and their direct and indirect subsidiaries.
As used in this annual report, “we,” “us,” “our company,” or “our” refers to Weibo Corporation, a Cayman Islands company, its subsidiaries, and, in the context of describing its operations and consolidated financial information, the VIEs and the VIEs’ direct and indirect subsidiaries, including, but not limited to, Weimeng, Weimeng Chuangke and their direct and indirect subsidiaries.
Risk Factors—Risks Relating to Doing Business in China—The PRC government’s significant oversight and discretion over our business operation could result in a material adverse change in our operations and the value of our listed securities.” The PRC regulatory and enforcement regime with regard to data security and privacy is evolving and may be subject to different interpretations or significant changes without prior notice.
Risk Factors—Risks Relating to Doing Business in China—The PRC government’s significant oversight and discretion over our business operation could result in a material adverse change in our operations and the value of our listed securities.” 6 Table of Contents The PRC regulatory and enforcement regime with regard to data security and privacy is evolving rapidly and may be subject to different interpretations or significant changes with very short notice.
For a detailed description of risks related to doing business in China, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China.
For a detailed description of risks related to doing business in China, see “Item 3. Key Information—D.
If any non-compliance is raised by relevant authorities and determined against us, we may be subject to fines and other penalties. See “Item 3.
If any non-compliance is raised by authorities and determined against us, we may be subject to fines and other penalties. See “Item 3. Key Information—D.
Key Information—Risk Factors—Risks Relating to Doing Business in China—Any failure or perceived failure by us to comply with the Anti-Monopoly Guidelines for Internet Platforms Economy Sector and other PRC anti-monopoly laws and regulations may result in governmental investigations or enforcement actions, litigation or claims against us and could have an adverse effect on our business, financial condition and results of operations.
Any failure or perceived failure by us to comply with the Anti-Monopoly Guidelines for Internet Platforms Economy Sector and other PRC anti-monopoly laws and regulations may result in governmental investigations or enforcement actions, litigation or claims against us and could have an adverse effect on our business, financial condition and results of operations.
As of the date of this annual report, our PRC Consolidated Affiliated Entities have obtained the requisite licenses and permits from the PRC government authorities that are material for the business operations of our holding company, our subsidiaries and the VIEs in China, including, among others, the Internet Content Provision License and Online Culture Operating Permit held by Weimeng.
As of the date of this annual report, our PRC VIEs and their direct and indirect subsidiaries have obtained the requisite licenses and permits from the PRC government authorities that are material for the business operations of our holding company, our subsidiaries and the VIEs in China, including the Internet Content Provision License and Online Culture Operating Permit held by Weimeng.
Therefore, we will be required to file with the CSRC for our overseas offering of equity and equity linked securities in the future within the applicable scope of the Filing Measures. See “Item 3. Key Information—D.
Therefore, we are required to file with the CSRC for our overseas offering of equity and equity linked securities in the future within the applicable scope of these filing measures. For more detailed information, see “Item 3. Key Information—D.
If the Measures for Cybersecurity Review and the enacted version of the draft Administrative Measures for Internet Data Security mandate clearance of cybersecurity review and other specific actions to be taken by issuers like us, we will face uncertainties as to whether these additional procedures can be completed by us timely, or at all, which may subject us to government enforcement actions and investigations, fines, penalties, or suspension of our non-compliant operations, and materially and adversely affect our business and results of operations and the price of our ADSs and/or Class A ordinary shares.
If the Measures for Cybersecurity Review and the enacted version of the draft Administrative Measures for Internet Data Security mandate clearance of cybersecurity review and other specific actions to be taken by issuers like us, we may fail to complete these additional procedures, which may subject us to government enforcement actions and investigations, fines, penalties, or suspension of our non-compliant operations, and materially and adversely affect our business and results of operations and the price of our ADSs and/or Class A ordinary shares.
Under the currently effective PRC laws and regulations, Weibo Corporation may provide funding to our PRC subsidiaries only through capital contributions or loans, and to the Consolidated Affiliated Entities only through loans, subject to satisfaction of applicable government registration and approval requirements.
Under the currently effective PRC laws and regulations, Weibo Corporation may provide funding to our PRC subsidiaries only through capital contributions or loans, and to the VIEs and the VIEs’ direct and indirect subsidiaries only through loans, subject to satisfaction of applicable government registration and approval requirements.
Risk Factors—Risks Relating to Our Business—Privacy concerns relating to our products and services and the use of user information could damage our reputation, deter current and potential users and customers from using Weibo and negatively impact our business. 5 Table of Contents On February 17, 2023, the CSRC issued Trial Administrative Measures of Overseas Securities Offerings and Listings by Domestic Companies, or the Trial Measures, with effect from March 31, 2023, and the No.1 to No.5 Supporting Guidance Rules, collectively, the Guidance Rules.
Risk Factors—Risks Relating to Our Business—Privacy concerns relating to our products and services and the use of user information could damage our reputation, deter current and potential users and customers from using Weibo and negatively impact our business.” On February 17, 2023, the CSRC issued the Trial Administrative Measures of Overseas Securities Offerings and Listings by Domestic Companies, with effect from March 31, 2023, and five supporting guidelines.
For the years ended December 31, 2020, 2021 and 2022, no assets other than cash were transferred through our organization. For the years ended December 31, 2020, 2021 and 2022, the VIEs received debt financing of US$285.9 million, US$157.0 million and US$232.3 million from WFOEs, respectively.
For the years ended December 31, 2021, 2022 and 2023, no assets other than cash were transferred through our organization. For the years ended December 31, 2021 and 2022, the VIEs received debt financing of US$157.0 million and US$232.3 million from WFOEs, respectively. For the year ended December 31, 2023, the VIEs repaid debt financing of US$255.4 million to WFOEs.
Risk Factors—Risks Relating to Doing Business in China—The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections” and “Item 3. Key Information—D.
The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections.
Consolidated Statements and Other Financial Information — Dividend Policy. ” For the Cayman Islands, PRC and U.S. federal income tax considerations applicable to an investment in our ADSs or Class A ordinary shares, see “
For the Cayman Islands, PRC and U.S. federal income tax considerations applicable to an investment in our ADSs or Class A ordinary shares, see “Item 10. Additional Information—E.
For the years ended December 31, 2020, 2021 and 2022, the total amount of service fees that VIEs paid to the relevant WFOE under the exclusive technical services agreement, exclusive sales agency agreement and trademark license agreement was US$812.8 million, US$780.3. million and US$1,076.4 million, respectively. 9 Table of Contents For the years ended December 31, 2020, 2021 and 2022, no dividends or distributions were made to Weibo Corporation by our subsidiaries.
For the years ended December 31, 2021, 2022 and 2023, the total amount of service fees that VIEs paid to the relevant WFOE under the exclusive technical services agreement, exclusive sales agency agreement and trademark license agreement was US$780.3 million, US$1,076.4 million and US$757.8 million, respectively.
Investors of our ADSs are not purchasing equity interest in our operating entities in China but instead are purchasing equity interest in a Cayman Islands holding company.
Investors thus are not purchasing the right to convert shares into direct equity interest in our operating entities in China but instead are purchasing the right to convert shares into equity interest in a Cayman Islands holding company.
For the years ended December 31, 2020 and 2021, Weibo Corporation loaned an aggregate amount of US$144.3 million and US$287.3 million to its subsidiaries, respectively. For the year ended December 31, 2022, Weibo Corporation received net cash of US$0.2 million from its subsidiaries.
For the years ended December 31, 2021 and 2023, Weibo Corporation loaned an aggregate amount of US$287.3 million and US$402.1 million to its subsidiaries, respectively.
For example, we face risks associated with regulatory approvals on offerings conducted overseas by and foreign investment in China-based issuers, the use of the VIEs, anti-monopoly regulatory actions, and oversight on cybersecurity and data privacy.
For example, we face risks associated with regulatory approvals on offerings conducted overseas by and foreign investment in China-based issuers, the use of the VIEs, anti-monopoly regulatory actions, and oversight on cybersecurity and data privacy, which may impact our ability to conduct certain businesses, accept foreign investments, or list on or remain listed on United States or other foreign exchanges outside of China.
Risks and uncertainties arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and quickly evolving rules and regulations in China, could result in a material adverse change in our operations and the value of our ADSs. For more details, see “Item 3. Key Information—D.
Risk Factors—Risks Relating to Doing Business in China.” 7 Table of Contents Risks and uncertainties arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and quickly evolving rules and regulations in China, could result in a material adverse change in our operations and the value of our ADSs.
Our holding company, our PRC subsidiaries, the VIEs, and investors of our company face uncertainty about potential future actions by the PRC government that could affect the enforceability of the contractual arrangements with the VIEs and, consequently, significantly affect the financial performance of the VIEs and our company as a whole. 4 Table of Contents There are also substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules regarding the status of the rights of our Cayman Islands holding company with respect to its contractual arrangements with the VIEs and their respective shareholders.
There are also substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules regarding the status of the rights of our Cayman Islands holding company with respect to its contractual arrangements with the VIEs and their respective shareholders.
Shortages in the availability of foreign currency may temporarily delay the ability of our PRC subsidiaries and VIEs to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy their foreign currency denominated obligations. For risks relating to the fund flows of our operations in China, see “ Item 3.
Furthermore, cash transfers from our PRC subsidiaries to entities outside of China are subject to PRC government control of currency conversion. Shortages in the availability of foreign currency may temporarily delay the ability of our PRC subsidiaries and VIEs to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy their foreign currency denominated obligations.
(1) The shareholders of Weimeng are four PRC employees of us or SINA, namely, Yunli Liu, Wei Wang, Wei Zheng and Zenghui Cao, holding 29.70%, 29.70%, 19.80% and 19.80% of Weimeng’s equity interests, respectively, and WangTouTongDa (Beijing) Technology Co., Ltd., a third-party minority stake holder, holding 1% of Weimeng’s equity interest. See also “Item 4. Information on the Company—C.
Investors of our ADSs are not purchasing equity interest in our operating entities in China but instead are purchasing equity interest in a Cayman Islands holding company. 4 Table of Contents The following diagram illustrates our corporate structure, including our major subsidiaries and the VIEs, as of the date of this annual report: (1) The shareholders of Weimeng are four PRC employees of us or SINA, namely, Yunli Liu, Wei Wang, Wei Zheng and Zenghui Cao, holding 29.70%, 29.70%, 19.80% and 19.80% of Weimeng’s equity interests, respectively, and WangTouTongDa (Beijing) Technology Co., Ltd., a third-party minority stake holder, holding 1% of Weimeng’s equity interest.
Key Information — Risk Factors — Risks Relating to Doing Business in China — Any limitation on the ability of our PRC subsidiaries to make payments to us, or the tax implications of making payments to us, could have a material adverse effect on our ability to conduct our business or our financial condition. ” Weibo Corporation has not declared or paid any cash dividends, nor does it have any present plan to pay any cash dividends on its ordinary shares in the foreseeable future.
Risk Factors—Risks Relating to Doing Business in China—Any limitation on the ability of our PRC subsidiaries to make payments to us, or the tax implications of making payments to us, could have a material adverse effect on our ability to conduct our business or our financial condition.” In May 2023, the board of directors of Weibo Corporation approved a special cash dividend of US$0.85 per ordinary share and ADS to holders of the ordinary shares and ADSs of Weibo Corporation as of June 26, 2023.
Risk Factors— Risks Relating to Doing Business in China—Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to you and us.” 6 Table of Contents The following diagram illustrates our corporate structure, including our major subsidiaries and the VIEs, as of the date of this annual report.
Risk Factors— Risks Relating to Doing Business in China—Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to you and us.” Permissions Required from the PRC Authorities for Our Operations We conduct our business primarily through our PRC subsidiaries, the VIEs and their subsidiaries in China.
For the years ended December 31, 2020, 2021 and 2022, there were no cash flows between Weibo Hong Kong Limited, the intermediate holding company, and Weibo Technology, the WFOE. The VIEs may transfer cash to the relevant WFOE by paying service fees according to the exclusive technical services agreement, exclusive sales agency agreement and trademark license agreement.
The VIEs may transfer cash to the relevant WFOE by paying service fees according to the exclusive technical services agreement, exclusive sales agency agreement and trademark license agreement.
Risk Factors—Risks Relating to Doing Business in China—The approval of and the filing with the CSRC or other PRC government authorities may be required in connection with our future offshore offerings under PRC law, and, if required, we cannot predict whether or for how long we will be able to obtain such approval or complete such filing.” Furthermore, the PRC anti-monopoly regulators have promulgated new anti-monopoly and competition laws and regulations, including PRC Anti-Monopoly Law, with effect from August 1, 2022, four implementing rules for the new Anti-Monopoly Law, with effect from April 15, 2023, and the Supreme People’s Court’s s Interpretation on Several Issues Concerning the Application of the PRC Anti-Unfair Competition Law, with effect from March 20, 2022, and strengthened the enforcement under these laws and regulations.
Furthermore, the PRC anti-monopoly regulators have promulgated new anti-monopoly and competition laws and regulations, including PRC Anti-Monopoly Law, with effect from August 1, 2022, four implementing rules for the new Anti-Monopoly Law, with effect from April 15, 2023, the Supreme People’s Court’s s Interpretation on Several Issues Concerning the Application of the PRC Anti-Unfair Competition Law, with effect from March 20, 2022, and the new merger control filing thresholds promulgated by the State Council, with effect from January 22, 2024, and strengthened the enforcement under these laws and regulations.
The amounts restricted include the paid-up capital and the statutory reserve funds of our PRC subsidiaries and VIEs, totaling US$451.7 million, US$480.7 million and US$566.9 million as of December 31, 2020, 2021 and 2022, respectively. Furthermore, cash transfers from our PRC subsidiaries to entities outside of China are subject to PRC government control of currency conversion.
Remittance of dividends by a wholly foreign-owned enterprise out of China is also subject to examination by the banks designated by SAFE. The amounts restricted include the paid-up capital and the statutory reserve funds of our PRC subsidiaries and VIEs, totaling US$480.7 million, US$566.9 million and US$567.2 million as of December 31, 2021, 2022 and 2023, respectively.
For this reason, we do not expect to be identified as a Commission-Identified Issuer under the HFCAA after we file this annual report on Form 20-F. 8 Table of Contents Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions.
As of the date of this annual report, the PCAOB has not issued any new determination that it is unable to inspect or investigate completely registered public accounting firms headquartered in any jurisdiction. For this reason, we do not expect to be identified as a Commission-Identified Issuer under the HFCAA after we file this annual report on Form 20-F.
Under PRC laws and regulations, our PRC subsidiaries and VIEs are subject to certain restrictions with respect to paying dividends or otherwise transferring any of their net assets to us. Remittance of dividends by a wholly foreign-owned enterprise out of China is also subject to examination by the banks designated by SAFE.
For the years ended December 31, 2021, 2022 and 2023, no dividends or distributions were made to Weibo Corporation by our subsidiaries. Under PRC laws and regulations, our PRC subsidiaries and VIEs are subject to certain restrictions with respect to paying dividends or otherwise transferring any of their net assets to us.
However, the PRC government has recently indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers. For more details, see “Item 3. Key Information—D.
Also, the PRC government has indicated an intent to exert more oversight and control over offerings that are conducted overseas and foreign investment in China-based issuers in recent years. Any such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors.
The Trial Measures, together with the Guidance Rules, establish a new regime to regulate overseas offerings and listings by domestic companies.
On February 17, 2023, the CSRC issued the Trial Administrative Measures of Overseas Securities Offerings and Listings by Domestic Companies, with effect from March 31, 2023, and five supporting guidelines. These measures establish a new regime to regulate overseas offerings and listings by domestic companies.
These risks could result in a material adverse change in our operations and the value of our ADSs and/or Class A ordinary shares, significantly limit or completely hinder our ability to continue to offer securities to investors, or cause the value of such securities to significantly decline or be worthless.
Risk Factors—Risks Relating to Doing Business in China—Any failure or perceived failure by us to comply with the Anti-Monopoly Guidelines for Internet Platforms Economy Sector and other PRC anti-monopoly laws and regulations may result in governmental investigations or enforcement actions, litigation or claims against us and could have an adverse effect on our business, financial condition and results of operations.” These risks could result in a material adverse change in our operations and the value of our ADSs and/or Class A ordinary shares, significantly limit or completely hinder our ability to continue to offer securities to investors, or cause the value of these securities to significantly decline or be worthless.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.” (2) The shareholders of Weimeng Chuangke are two PRC employees of us or SINA, namely, Yunli Liu and Wei Wang, holding 50% and 50% of Weimeng Chuangke’s equity interests, respectively. 7 Table of Contents Permissions Required from the PRC Authorities for Our Operations We conduct our business primarily through our PRC subsidiaries, the VIEs and their subsidiaries in China.
See also “Item 4. Information on the Company—C. Organizational Structure—Minority Investment in Weimeng.” (2) The shareholders of Weimeng Chuangke are two PRC employees of us or SINA, namely, Yunli Liu and Wei Wang, holding 50% and 50% of Weimeng Chuangke’s equity interests, respectively.
Risk Factors—Risks Relating to Doing Business in China—We may be adversely affected by the complexity, uncertainties and changes in PRC licensing and regulation of internet businesses.” In connection with our previous issuance of securities to foreign investors, as of the date of this annual report, we, our PRC subsidiaries and the VIEs, (i) are not required to obtain permissions from the CSRC, (ii) are not required to go through cybersecurity review by the Cyberspace Administration of China, or the CAC, and (iii) have not received or were denied such requisite permissions by any PRC authority.
Risk Factors—Risks Relating to Doing Business in China—We may be adversely affected by the complexity, uncertainties and changes in PRC licensing and regulation of internet businesses.” According to the Trial Administrative Measures of Overseas Securities Offerings and Listings by Domestic Companies issued by the CSRC on February 17, 2023 and the five supporting guidelines, domestic companies in the PRC that directly or indirectly offer or list their securities in an overseas market are required to file with the CSRC.
Removed
We face risks associated with the lack of Public Company Accounting Oversight Board, or the PCAOB, inspection on our auditors so determined by the announcement of the PCAOB issued on December 16, 2021, which may impact our ability to conduct certain businesses, accept foreign investments, or list on United States or other foreign exchange outside of China.
Added
Our holding company, our PRC subsidiaries, the VIEs, and investors of our company face uncertainty about potential future actions by the PRC government that could affect the enforceability of the contractual arrangements with the VIEs and, consequently, significantly affect the financial performance of the VIEs and our company as a whole.
Removed
Organizational Structure—Minority Investment in Weimeng” and “Item 16I.
Added
Provisions on Promoting and Regulating Cross-border Data Flows require following types of cross-border data transfers to go through security assessments, (i) for critical information infrastructure operators, the outbound transfer of personal information or important data, and (ii) for data processors that are not critical information infrastructure operators, the outbound transfer of important data or the outbound transfer of personal information of over one million people or sensitive personal information of over 10,000 people in aggregate since January 1 of the relevant year.
Removed
As advised by our PRC legal counsel, TransAsia Lawyers, under the currently effective PRC laws and regulations, we are not required to obtain any permission from or complete any filing with the CSRC or go through a cybersecurity review by the CAC for our historical issuance of securities to foreign investors.
Added
These measures establish a new regime to regulate overseas offerings and listings by domestic companies. Any securities offerings and listings outside of mainland China by our company, including, but not limited to, follow-on offerings, issuance of convertible corporate bonds and exchangeable bonds, and other equivalent offering activities, either directly or indirectly, will be subject to the filing requirements with CSRC.
Removed
We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business. See “ Item 8. Financial Information — A.
Added
Risk Factors—Risks Relating to Doing Business in China—The approval of or the filing with the CSRC or other PRC government authorities may be required in connection with our future offshore listings and capital raising activities under PRC law, and, if required, we cannot predict whether or for how long we will be able to obtain such approval or filing.” We have completed the filing with the CSRC within the period as required under these measures following the completion of the offering of our 1.375% convertible senior notes due 2030, or the 2030 Convertible Notes.
Added
For more details, see “Item 3. Key Information—D.
Added
In addition, an overseas listed company must also submit the filing with respect to its follow-on offerings, issuance of convertible corporate bonds and exchangeable bonds, and other equivalent offering activities, within a specific time frame requested under these filing measures.
Added
In April 2022, the SEC conclusively listed us as a Commission-Identified Issuer under the HFCAA following the filing of our annual report on Form 20-F for the year ended December 31, 2021.
Added
On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms.
Added
As of the date of this annual report, the PCAOB has not issued any new determination that it is unable to inspect or investigate completely registered public accounting firms headquartered in any jurisdiction. For this reason, we do not expect to be identified as a Commission-Identified Issuer under the HFCAA after we filed this annual report on Form 20-F.
Added
Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions.
Added
If the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong and we continue to use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year.
Added
For the year ended December 31, 2022, Weibo Corporation received net cash of US$0.2 million from its subsidiaries. 9 Table of Contents For the years ended December 31, 2021 and 2022, there were no cash flows between Weibo Hong Kong Limited, the intermediate holding company, and Weibo Technology, the WFOE.
Added
For the year ended December 31, 2023, the WFOE loaned an aggregate amount of US$406.6 million to Weibo Hong Kong Limited.
Added
In the fourth quarter of 2023, the WFOE distributed cash dividend of US$406.1 million (in equivalent of RMB2.97 billion) to Weibo Hong Kong Limited, including withholding tax of US$20.5 million directly paid to the PRC tax authorities, based on partial of the accumulated net profits of the WFOE related to the years before 2023.
Added
The WFOE reinvested the remaining accumulated net profits in its PRC operations for the development and growth of the business. The distribution made by the WFOE to Weibo Hong Kong Limited is subject to a 5% withholding tax under the Enterprise Income Tax Law, due to the tax treaty arrangement between mainland China and Hong Kong.
Added
For risks relating to the fund flows of our operations in China, see “Item 3. Key Information—D.
Added
For the years ended December 31, 2021, 2022 and 2023, dividends made to Weibo Corporation’s shareholders were nil, nil and US$200.1 million, respectively.
Added
In March 2024, the board of directors of Weibo Corporation approved a special cash dividend of US$0.82 per ordinary share and ADS to holders of its ordinary shares and ADSs as of the close of business on April 12, 2024. The aggregate amount of the dividend will be approximately US$200 million, expected to be paid in May 2024.
Added
See also “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Dividend Policy.” Under the current laws of the Cayman Islands, Weibo Corporation is not subject to tax on income or capital gains. Payments of dividends to its shareholders are not subject to any Cayman Islands withholding tax.
Added
Taxation.” For purposes of illustration, the following discussion reflects the hypothetical taxes that might be required to be paid within China, assuming that: we have taxable earnings in the VIEs and the VIEs’ direct and indirect subsidiaries and we pay a dividend to shareholders of Weibo Corporation: ​ ​ ​ ​ ​ ​ ​ Tax calculation (1) ​ Hypothetical pre-tax earnings (2) ​ 100 % Tax on earnings at statutory rate of 25% (3) ​ ​ (25) % Net earnings available for distribution ​ 75 % Withholding tax at standard rate of 10% (4) ​ ​ (7.5) % Net distribution to Parent/Shareholders ​ 67.5 % Notes: (1) For purposes of this example, the tax calculation has been simplified.
Added
The hypothetical book pre-tax earnings amount, not considering timing differences, is assumed to equal taxable income in China. 10 Table of Contents (2) Under the terms of VIE agreements, our PRC subsidiaries may charge the VIEs for services provided to VIEs.
Added
These service fees shall be recognized as expenses of the VIEs, with a corresponding amount as service income by our PRC subsidiaries and eliminate in consolidation. For income tax purposes, our PRC subsidiaries and VIEs file income tax returns on a separate company basis.
Added
The service fees paid are recognized as a tax deduction by the VIEs and as income by our PRC subsidiaries and are tax neutral. (3) Certain of our subsidiaries and VIEs qualifies for a 15% preferential income tax rate in China.
Added
However, such rate is subject to qualification, is temporary in nature, and may not be available in a future period when distributions are paid. For purposes of this hypothetical example, the table above reflects a maximum tax scenario under which the full statutory rate would be effective.
Added
(4) The PRC Enterprise Income Tax Law imposes a withholding income tax of 10% on dividends distributed by a company in mainland China to its immediate holding company outside of China.
Added
A lower withholding income tax rate of 5% is applied if the immediate holding company is registered in Hong Kong or other jurisdictions that have a tax treaty arrangement with China and is not considered a PRC resident enterprise, subject to a qualification review at the time of the distribution.
Added
For purposes of this hypothetical example, the table above assumes a maximum tax scenario under which the full withholding tax would be applied. The table above has been prepared under the assumption that all profits of the VIEs will be distributed as fees to our PRC subsidiaries under tax neutral contractual arrangements.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

332 edited+69 added−63 removed250 unchanged
Biggest changeIn 2021 and 2022, the SAMR issued three administrative penalties on Weimeng Chuangke regarding alleged illegal concentration of business operators under the Anti-Monopoly Law, each of which resulted in a fine of RMB500,000 for concentration of business operators without prior filing pursuant to the Anti-Monopoly Law. Weimeng Chuangke has timely paid the fines as required. See “Item 3. Key Information—D.
Biggest changeAny transaction that satisfies either of the following standards must be filed with the anti-monopoly law enforcement agency under the State Council before its consummation: (i) during the previous fiscal year, the total worldwide turnover of all undertaking participants exceeded RMB12 billion and at least two of these participants each had a turnover of more than RMB800 million within China, or (ii) during the previous fiscal year, the total turnover within China of all undertaking participants exceeded RMB4 billion and at least two of these participants had a turnover of more than RMB800 million within China. 99 Table of Contents In 2021 and 2022, the State Administration for Market Regulation issued three administrative penalties on Weimeng Chuangke regarding alleged illegal concentration of business operators under the Anti-Monopoly Law, each of which resulted in a fine of RMB500,000 for concentration of business operators without prior filing pursuant to the Anti-Monopoly Law.
Weibo Corporation holds 100% of the equity of Weibo Hong Kong Limited, or Weibo HK, a company incorporated in Hong Kong, and 100% of the equity of WB Online Investment Limited, or WB Online, a company incorporated in the Cayman Islands. Weibo HK is our intermediary holding company in Hong Kong. WB Online mainly engages in investing activities.
Weibo Corporation holds 100% of the equity of Weibo Hong Kong Limited, or Weibo HK, a company incorporated in Hong Kong, and 100% of the equity of WB Online Investment Limited, a company incorporated in the Cayman Islands. Weibo HK is our intermediary holding company in Hong Kong. WB Online Investment Limited mainly engages in investing activities.
The Foreign Investment Law and Implementation Regulations embody 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 Foreign Investment Law and its implementation regulations embody 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.
On February 24, 2023, the CSRC together with other PRC governmental authorities issued the Provisions on Strengthening the Management of Confidentiality and Archives regarding Overseas Securities Offerings and Listings by Domestic Companies, or the Confidentiality and Archives Management Provisions, with effect from March 31, 2023, pursuant to which, domestic companies, securities companies and securities service institutions involved in the overseas offerings and listings by PRC domestic companies, either in direct or indirect form, must establish a system of confidentiality and archival management to prevent disclosure of state secrets or harm to the state and public interests.
On February 24, 2023, the CSRC together with other PRC governmental authorities issued the Provisions on Strengthening the Management of Confidentiality and Archives regarding Overseas Securities Offerings and Listings by Domestic Companies, with effect from March 31, 2023, pursuant to which, domestic companies, securities companies and securities service institutions involved in the overseas offerings and listings by PRC domestic companies, either in direct or indirect form, must establish a system of confidentiality and archival management to prevent disclosure of state secrets or harm to the state and public interests.
The personal information processor who provides personal information to overseas recipient through standard contract shall meet the following criteria: (i) it is not a critical information infrastructure operator; (ii) it handles personal information of less than one million individuals; (iii) it provided personal information of less than 100,000 individuals in aggregate to overseas recipients since January 1 of the previous year; and (iv) it provided sensitive personal information of less than 10,000 individuals in aggregate to any overseas recipients since January 1 of the previous year.
The personal information processor who provides personal information to any overseas recipient through standard contract shall meet the following criteria: (i) it is not a critical information infrastructure operator; (ii) it handles personal information of less than one million individuals; (iii) it provided personal information of less than 100,000 individuals in aggregate to overseas recipients since January 1 of the previous year; and (iv) it provided sensitive personal information of less than 10,000 individuals in aggregate to any overseas recipients since January 1 of the previous year.
Notice 78 requests the live streaming platforms for online shows and e-commerce to register in the National Internet Audio-Visual Platforms Information Management System, and we have completed such registration as requested, which is valid until September 25, 2022 and is subject to annual renewal.
The Notice 78 requests the live streaming platforms for online shows and e-commerce to register in the National Internet Audio-Visual Platforms Information Management System, and we have completed such registration as requested, which is valid until September 25, 2022 and is subject to annual renewal.
Under the Anti-Unfair Competition Law, effective in 1993 and revised in 2017 and 2019, a business operator is prohibited from carrying out acts intending to cause confusion, which would mislead others into thinking that its products belong to another party or that there is an association with another party, by: ● using without permission, a mark that is identical with or similar to product names, packaging or decoration of others with a certain degree of influence; ● using without permission, the name of an enterprise, a social organization or an individual with a certain degree of influence; ● using without permission, the main element of a domain name, website name or webpage with a certain degree of influence; ● carrying out confusing acts that are intended to mislead others into thinking that a product belongs to another party or there is an affiliation with another party.
Under the Anti-Unfair Competition Law, effective in 1993 and revised in 2017 and 2019, a business operator is prohibited from carrying out acts intending to cause confusion, which would mislead others into thinking that its products belong to another party or that there is an association with another party, by: ● using without permission, a mark that is identical with or similar to product names, packaging or decoration of others with a certain degree of influence; ● using without permission, the name of an enterprise, a social organization or an individual with a certain degree of influence; ● using without permission, the main element of a domain name, website name or webpage with a certain degree of influence; and ● carrying out confusing acts that are intended to mislead others into thinking that a product belongs to another party or there is an affiliation with another party.
We will continue to work towards enhancing the gender diversity of our board of directors, including, within three years after the listing on the Hong Kong Stock Exchange, identify and recommend at least one female candidate to our board of directors for its consideration on appointment of a director, with the goal to achieve a higher percentage of female board representatives, subject to our directors (i) being satisfied with the competence and experience of the relevant candidates after a holistic review process based on reasonable criteria; and (ii) fulfilling their fiduciary duties to act in the best interest of our company and the shareholders as a whole when deliberating on the appointment.
We will continue to work towards enhancing the gender diversity of our board of directors, including, within three years after the listing on the Hong Kong Stock Exchange, identify and recommend at least one female candidate to our board of directors for its consideration on appointment of a director, with the goal to achieve a higher percentage of female board representatives, subject to our directors (i) being satisfied with the competence and experience of the candidates after a holistic review process based on reasonable criteria; and (ii) fulfilling their fiduciary duties to act in the best interest of our company and the shareholders as a whole when deliberating on the appointment.
Risk factors—Risks Relating to Our Business—We may not be able to adequately protect our intellectual property, which could cause us to be less competitive.” Regulations on Foreign Exchange Under the 2008 Foreign Currency Administration Rules, if documents certifying the purposes of the conversion of RMB into foreign currency are submitted to the relevant foreign exchange conversion bank, the RMB will be convertible for current account items, including the distribution of dividends, interest and royalties payments, and trade and service-related foreign exchange transactions.
Risk factors—Risks Relating to Our Business—We may not be able to adequately protect our intellectual property, which could cause us to be less competitive.” Regulations on Foreign Exchange Under the 2008 Foreign Currency Administration Rules, if documents certifying the purposes of the conversion of RMB into foreign currency are submitted to the foreign exchange conversion bank, the RMB will be convertible for current account items, including the distribution of dividends, interest and royalties payments, and trade and service-related foreign exchange transactions.
According to these Regulations, commercial entities are required to apply to the relevant local branch of the Ministry of Culture for an Online Culture Operating Permit if they engage in the production, duplication, importation, release or broadcasting of internet cultural products; the dissemination of online cultural products on the internet or the transmission of such products via internet or mobile phone networks to user terminals, such as computers, phones, television sets and gaming consoles, or internet surfing service sites such as internet cafes; or the holding or exhibition of contests related to internet cultural products.
According to these Regulations, commercial entities are required to apply to the local branch of the Ministry of Culture for an Online Culture Operating Permit if they engage in the production, duplication, importation, release or broadcasting of internet cultural products; the dissemination of online cultural products on the internet or the transmission of such products via internet or mobile phone networks to user terminals, such as computers, phones, television sets and gaming consoles, or internet surfing service sites such as internet cafes; or the holding or exhibition of contests related to internet cultural products.
We also enable businesses and other organizations to increase their business efficiency by providing various tools. For example, an e-commerce merchant can facilitate purchase activities through Weibo or offer “red envelop,” and drawings to build a follower base. ● Videos . Users can continuously create, share and discover full-screen vertical and horizontal short videos.
We also enable businesses and other organizations to increase their business efficiency by providing various tools. For example, an e-commerce merchant can facilitate purchase activities through Weibo or offer “red envelop,” and drawings to build a follower base. ● Videos. Users can create, share and discover full-screen vertical and horizontal short videos.
According to the Special Administrative Measures for Access of Foreign Investment (Negative List) (2021) effective on January 1, 2022, or the Negative List, the ultimate foreign equity ownership of a value-added telecommunications service (other than e-commerce, domestic multi-party communications, storage-forwarding and call centers) provider in the PRC may not exceed 50%.
According to the Special Administrative Measures for Access of Foreign Investment (Negative List) (2021) effective on January 1, 2022, the ultimate foreign equity ownership of a value-added telecommunications service (other than e-commerce, domestic multi-party communications, storage-forwarding and call centers) provider in the PRC may not exceed 50%.
The issuer shall also submit a report with respect to the following material events within three business days after the occurrence and announcement of such event: (i) change of control rights; (ii) being investigated or punished by overseas securities regulatory authorities or relevant competent authorities; (iii) change of listing status or listing board; and (iv) voluntary or mandatory termination of the listing.
The issuer shall also submit a report with respect to the following material events within three business days after the occurrence and announcement of such event: (i) change of control rights; (ii) being investigated or punished by overseas securities regulatory authorities or the competent authorities; (iii) change of listing status or listing board; and (iv) voluntary or mandatory termination of the listing.
Our company was incorporated under the laws of the Cayman Islands and is headquartered in Beijing, China. With offices throughout mainland China and Hong Kong, our principal place of operations is located at QIHAO Plaza, No. 8 Xinyuan S. Road, Chaoyang District, Beijing 100027, People’s Republic of China. Our telephone number is +86 10 5898-3336.
Our company was incorporated under the laws of the Cayman Islands and is headquartered in Beijing, China. With offices throughout mainland China and Hong Kong, our principal place of operations is located at QIHAO Plaza 8/F, No. 8 Xinyuan S. Road, Chaoyang District, Beijing 100027, People’s Republic of China. Our telephone number is +86 10 5898-3336.
The notice further 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. In addition, all value-added telecommunications service providers are required to maintain network and internet security in accordance with the standards set forth in the relevant PRC regulations.
The notice further 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. In addition, all value-added telecommunications service providers are required to maintain network and internet security in accordance with the standards set forth in the PRC regulations.
After receiving an application, the Trademark Office, which is under the National Intellectual Property Administration and handles trademark registration affairs in China, will make a public announcement if the relevant trademark passes the preliminary examination. Within three months after such public announcement, any person may file an objection against a trademark that has passed a preliminary examination.
After receiving an application, the Trademark Office, which is under the National Intellectual Property Administration and handles trademark registration affairs in China, will make a public announcement if the trademark passes the preliminary examination. Within three months after such public announcement, any person may file an objection against a trademark that has passed a preliminary examination.
Risk Factors—Risks Relating to Doing Business in China—Regulation and censorship of information disseminated over the internet in China may adversely affect our business and subject us to liability for information displayed on Weibo.” Regulations on Information Security Internet content in China is also regulated and restricted from a state security point of view.
Risk Factors—Risks Relating to Doing Business in China—Regulation and censorship of information disseminated over the internet in China may adversely affect our business and subject us to liability for information displayed on Weibo.” Regulations on Information Security Internet content in China is regulated and restricted from a state security point of view.
They must strictly follow relevant procedures in accordance with regulations to provide any document or material, the leakage of which may have adverse effects on national security or public interests. PRC domestic companies must provide statements to securities companies and securities service institutions indicating that they have followed these requirements.
They must strictly follow the procedures in accordance with regulations to provide any document or material, the leakage of which may have adverse effects on national security or public interests. PRC domestic companies must provide statements to securities companies and securities service institutions indicating that they have followed these requirements.
Since 2005, the State Administration for Industry and Commerce has exempted most enterprises (other than radio stations, television stations, newspapers and magazines, non-corporate entities and entities specified in other regulations) that engage in advertising business from the requirement of holding an operating license for advertising in addition to a relevant business license.
Since 2005, the State Administration for Industry and Commerce has exempted most enterprises (other than radio stations, television stations, newspapers and magazines, non-corporate entities and entities specified in other regulations) that engage in advertising business from the requirement of holding an operating license for advertising in addition to a business license.
These measures further stipulate that entities providing internet content provision services regarding news, publishing, education, medicine, health, pharmaceuticals and medical equipment must procure the approval of the national government authorities responsible for such areas prior to applying for an operating license from the relevant government authorities.
These measures further stipulate that entities providing internet content provision services regarding news, publishing, education, medicine, health, pharmaceuticals and medical equipment must procure the approval of the national government authorities responsible for such areas prior to applying for an operating license from the government authorities.
The Standard Contract Measures also require a personal information processor to conduct a personal information protection impact assessment before providing any personal information to an overseas recipient and complete the filing with local cybersecurity authority within 10 working days from the effective date of the standard contract.
These measures also require a personal information processor to conduct a personal information protection impact assessment before providing any personal information to an overseas recipient and complete the filing with local cybersecurity authority within 10 working days from the effective date of the standard contract.
We have completed registration of equity pledges with the relevant office of the administration for industry and commerce in accordance with the PRC Civil Code. Exclusive Technical Services Agreement, Exclusive Sales Agency Agreement and Trademark License Agreement Weimeng has entered into an exclusive technical services agreement, an exclusive sales agency agreement and a trademark license agreement with Weibo Technology.
We have completed registration of equity pledges with the office of the administration for industry and commerce in accordance with the PRC Civil Code. Exclusive Technical Services Agreement, Exclusive Sales Agency Agreement and Trademark License Agreement Weimeng has entered into an exclusive technical services agreement, an exclusive sales agency agreement and a trademark license agreement with Weibo Technology.
In addition, consistent with the Advertising Law, the Interim Measures require that advertisements published on Internet pages in the form of pop-ups or other similar forms shall be clearly marked with a “Close” button to ensure “one click to close.” The measures also prohibit unfair competition in internet advertisement publishing, including (i) providing or using any programs or hardware to intercept or filter any legally operated advertisements of other persons; and (ii) using network pathways, network equipment or applications to disrupt the normal data transmission of advertisements, alter or block legally operated advertisements of other persons or load advertisements without authorization.
In addition, consistent with the Advertising Law, these measures require that advertisements published on internet pages in the form of pop-ups or other similar forms shall be clearly marked with a “Close” button to ensure “one click to close.” These measures also prohibit unfair competition in internet advertisement publishing, including (i) providing or using any programs or hardware to intercept or filter any legally operated advertisements of other persons; and (ii) using network pathways, network equipment or applications to disrupt the normal data transmission of advertisements, alter or block legally operated advertisements of other persons or load advertisements without authorization.
The Foreign Investment Law and the Implementation Regulations reference a negative industry list for foreign investment’s access into various PRC domestic industries. This negative list has been updated from time to time by the State Council and sets forth industry sectors prohibited to foreign investment.
The Foreign Investment Law and its implementation regulations reference a negative industry list for foreign investment’s access into various PRC domestic industries. This negative list has been updated from time to time by the State Council and sets forth industry sectors prohibited to foreign investment.
Upon the completion of a preliminary review, the Cybersecurity Review Office should reach a review conclusion suggestion and send the review conclusion suggestion to the implementing body for the cybersecurity review mechanism and the relevant authorities for their comments. These authorities shall issue a written reply within 15 business days from the receipt of the review conclusion suggestion.
Upon the completion of a preliminary review, the Cybersecurity Review Office should reach a review conclusion suggestion and send the review conclusion suggestion to the implementing body for the cybersecurity review mechanism and the authorities for their comments. These authorities shall issue a written reply within 15 business days from the receipt of the review conclusion suggestion.
Our standardized products to platform partners include, among others, Trends, Search, Video/Live Streaming, and Editing tools. ● Customized products . We provide customized products such as content customization, pooling of copyright contents and user interaction development to our platform partners. ● Resource services .
Our standardized products to platform partners include, among others, Trends, Search, Video/Live Streaming, and Editing tools. ● Customized products. We provide customized products such as content customization, pooling of copyright content and user interaction development to our platform partners. ● Resource services.
Moreover, the Measures stress that entities engaging in online performances must improve their own user registration systems, maintain the information provided by users for registration, and take active actions to safeguard the safety of users’ information.
Moreover, these measures stress that entities engaging in online performances must improve their own user registration systems, maintain the information provided by users for registration, and take active actions to safeguard the safety of users’ information.
Our PRC subsidiaries have obligations to file documents related to employee share options with the relevant tax authorities and withhold individual income taxes of employees who exercise their share options. See “Item 3. Key Information—D.
Our PRC subsidiaries have obligations to file documents related to employee share options with the tax authorities and withhold individual income taxes of employees who exercise their share options. See “Item 3. Key Information—D.
Conversion of RMB for capital account items, such as direct investment, loans, securities investment and repatriation of investment, however, is subject to the approval of SAFE or its local counterparts. 112 Table of Contents Under the 1996 Administration Rules of the Settlement, Sale and Payment of Foreign Exchange, foreign-invested enterprises may only buy, sell and/or remit foreign currencies at banks authorized to conduct foreign exchange business after providing valid commercial documents and, in the case of capital account item transactions, obtaining approval from SAFE or its local counterparts.
Conversion of RMB for capital account items, such as direct investment, loans, securities investment and repatriation of investment, however, is subject to the approval of SAFE or its local counterparts. 111 Table of Contents Under the 1996 Administration Rules of the Settlement, Sale and Payment of Foreign Exchange, foreign-invested enterprises may only buy, sell and/or remit foreign currencies at banks authorized to conduct foreign exchange business after providing valid commercial documents and, in the case of capital account item transactions, obtaining approval from SAFE or its local counterparts.
We sold 5,500,000 Class A ordinary shares and raised approximately US$178.4 million in net proceeds from the global offering, after deducting estimated underwriting fees and other offering expenses.
We sold 5,500,000 Class A ordinary shares and raised US$178.4 million in net proceeds from the global offering, after deducting estimated underwriting fees and other offering expenses.
Under the work plan, the current relevant regulations regarding online games will be further clarified and additional implementation rules will be issued, and as a result, online game operators will be required to implement additional measures to protect minors.
Under the work plan, the current regulations regarding online games will be further clarified and additional implementation rules will be issued, and as a result, online game operators will be required to implement additional measures to protect minors.
Under this regulation, with respect to any information storage space, search or link services provided by an internet service provider, if the legitimate right owner believes that the works, performance or audio or video recordings pertaining to that service infringe his or her rights of communication, the right owner may give the internet service provider a written notice containing the relevant information along with preliminary materials proving that an infringement has occurred, and requesting that the internet service provider delete, or disconnect the links to, such works or recordings.
Under this regulation, with respect to any information storage space, search or link services provided by an internet service provider, if the legitimate right owner believes that the works, performance or audio or video recordings pertaining to that service infringe his or her rights of communication, the right owner may give the internet service provider a written notice containing the required information along with preliminary materials proving that an infringement has occurred, and requesting that the internet service provider delete, or disconnect the links to, such works or recordings.
Under this No. 3 Announcement, all loan products shall explicitly indicate their annualized loan interest rate by displaying to the borrower in a conspicuous manner when marketing it through any website, mobile application, poster or any other channel, as well as state such annualized interest rate in the loan contract executed, and all loan products may also have information such as the daily interest rate or the monthly interest rate displayed at the same time, provided that it is not in a manner more conspicuous than the annualized interest rate.
Under this announcement, all loan products shall explicitly indicate their annualized loan interest rate by displaying to the borrower in a conspicuous manner when marketing it through any website, mobile application, poster or any other channel, as well as state such annualized interest rate in the loan contract executed, and all loan products may also have information such as the daily interest rate or the monthly interest rate displayed at the same time; provided that it is not in a manner more conspicuous than the annualized interest rate.
The network information content service platforms should fulfill the main responsibility of content management and establish an ecological governance mechanism of the network information, improve system for user registration, account management, information publishing review, emergency response, and etc.
The network information content service platforms should fulfill the main responsibility of content management and establish an ecological governance mechanism of the network information, improve system for user registration, account management, information publishing review, and emergency response.
Promoted searches usually appear as the default keyword or topic in the search bar when triggered by users’ search behaviors of certain sponsored keyword or topic. 83 Table of Contents Products for Platform Partners We seek to provide our platform partners with abundant tools and services, which improves Weibo’s content ecosystem with more diverse and high quality content, increases user engagement, enhances user experience, expands user scale and strengthens platform influence.
Promoted searches usually appear as the default keyword or topic in the search bar when triggered by users’ search behaviors of certain sponsored keyword or topic. 80 Table of Contents Products for Platform Partners We seek to provide our platform partners with abundant tools and services, which improves Weibo’s content ecosystem with more diverse and high quality content, increases user engagement, enhances user experience, expands user scale and strengthens platform influence.
Law of the PRC on the Protection of Minors (2020 Revision) added a new section entitled “Online Protections” which stipulates a series of provisions to further protect minors’ interests on the internet, among others, (i) online product and service providers are prohibited from providing minors with products and services that would induce minors to indulge, (ii) online service providers for products and services such as gaming, live streaming, audio-video, and social networking are required to establish special management systems of user duration, access authority and consumption for minors, (iii) online gaming service providers must request minors to register and log into online games with their valid identity information, (iv) online gaming service providers must categorize games according to relevant rules and standards, notify users about the appropriate ages for the players of the games, and take technical measures to keep minors from accessing inappropriate games or gaming functions, and (v) online gaming service providers may not provide online game services to minors from 10:00 P.M. to 8:00 A.M. the next day.
Law of the PRC on the Protection of Minors (2020 Revision) added a new section entitled “Online Protections” which stipulates a series of provisions to further protect minors’ interests on the internet, including (i) online product and service providers are prohibited from providing minors with products and services that would induce minors to indulge, (ii) online service providers for products and services such as gaming, live streaming, audio-video, and social networking are required to establish special management systems of user duration, access authority and consumption for minors, (iii) online gaming service providers must request minors to register and log into online games with their valid identity information, (iv) online gaming service providers must categorize games according to the PRC rules and standards, notify users about the appropriate ages for the players of the games, and take technical measures to keep minors from accessing inappropriate games or gaming functions, and (v) online gaming service providers may not provide online game services to minors from 10:00 p.m. to 8:00 a.m. the next day.
The Guidelines provide additional requirements for China’s internet finance industry, including the use of custodial accounts with qualified banks to hold customer funds as well as information disclosure requirements.
These guidelines provide additional requirements for China’s internet finance industry, including the use of custodial accounts with qualified banks to hold customer funds as well as information disclosure requirements.
In April 2013, Alibaba Group invested US$585.8 million through its wholly owned subsidiary, Ali WB, in our ordinary and preferred shares representing approximately 18% of Weibo Corporation’s then total outstanding shares on a fully diluted basis. In April 2014, our company completed the initial public offering and has been listed on the Nasdaq Global Selected Market since then.
In April 2013, Alibaba Group invested US$585.8 million through its wholly owned subsidiary, Ali WB, in our ordinary and preferred shares representing approximately 18% of Weibo Corporation’s then total outstanding shares on a fully diluted basis. In April 2014, our company completed the initial public offering and has been listed on The Nasdaq Global Select Market since then.
According to these measures, commercial internet content provision service operators must obtain an Internet Content Provision License from the relevant government authorities before engaging in any commercial internet content provision operations within the PRC.
According to these measures, commercial internet content provision service operators must obtain an Internet Content Provision License from the government authorities before engaging in any commercial internet content provision operations within the PRC.
The Guidelines call for active government support for China’s internet finance industry, including the online peer-to-peer lending service industry, and clarify the division of responsibility among regulatory agencies.
These guidelines call for active government support for China’s internet finance industry, including the online peer-to-peer lending service industry, and clarify the division of responsibility among regulatory agencies.
Our consolidated affiliated Chinese entities hold the licenses and assets that are important to our business operations including the Internet Content Provision License, the Online Culture Operating Permit and domain names held by Weimeng and our investments held by Weimeng Chuangke. 117 Table of Contents The capital investments in both Weimeng and Weimeng Chuangke were funded through Weibo Technology and recorded as interest-free loans to the respective shareholders of Weimeng and Weimeng Chuangke.
Our consolidated affiliated Chinese entities hold the licenses and assets that are important to our business operations including the Internet Content Provision License, the Online Culture Operating Permit and domain names held by Weimeng and our investments held by Weimeng Chuangke. 115 Table of Contents The capital investments in both Weimeng and Weimeng Chuangke were funded through Weibo Technology and recorded as interest-free loans to the respective shareholders of Weimeng and Weimeng Chuangke.
Risk Factors—Risks Relating to Our Business—We may face certain risks related to financial products available on our Weibo wallet.” Regulations on Online Game Operations and Cultural Products Online Cultural Products The Provisional Regulations for the Administration of Online Culture, issued by the Ministry of Culture in 2003 and further revised in 2004, 2011 and 2017, apply to entities engaging in activities related to “internet cultural products,” which include cultural products that are produced specifically for internet use, such as online music and entertainment, online games, online plays, online performances, online works of art and Web animation, and other online cultural products that through technical means, produce or reproduce music, entertainment, games, plays and other art works for internet dissemination.
Risk Factors—Risks Relating to Our Business—We may face certain risks related to financial products available on our Weibo wallet.” 101 Table of Contents Regulations on Online Game Operations and Cultural Products Online Cultural Products The Provisional Regulations for the Administration of Online Culture, issued by the Ministry of Culture in 2003 and further revised in 2004, 2011 and 2017, apply to entities engaging in activities related to “internet cultural products,” which include cultural products that are produced specifically for internet use, such as online music and entertainment, online games, online plays, online performances, online works of art and Web animation, and other online cultural products that through technical means, produce or reproduce music, entertainment, games, plays and other art works for internet dissemination.
The administrative penalty decisions made by competent governmental authorities will be publicly disclosed through the National Enterprise Credit Information Publicity System. To comply with these laws and regulations, we include clauses in all of our advertising contracts requiring that all advertising content provided by advertisers or advertising agencies must comply with the relevant laws and regulations.
The administrative penalty decisions made by the governmental authorities will be publicly disclosed through the National Enterprise Credit Information Publicity System. To comply with these laws and regulations, we include clauses in all of our advertising contracts requiring that all advertising content provided by advertisers or advertising agencies must comply with the laws and regulations.
On June 24, 2022, the Standing Committee of the National People’s Congress adopted the Anti-Monopoly Law, which came into effect on August 1, 2022. The new law increases fines for illegal business concentration to a maximum of 10% of the operator’s previous year’s sales revenue if the concentration has the potential to exclude or limit competition.
On June 24, 2022, the Standing Committee of the National People’s Congress adopted the Anti-Monopoly Law, which came into effect on August 1, 2022. This law increases fines for illegal business concentration to a maximum of 10% of the operator’s previous year’s sales revenue if the concentration has the potential to exclude or limit competition.
The Interim Measures clarify that “Internet Advertisements” means commercial advertisements that promote commodities or services directly or indirectly via Internet media such as websites, webpages and Internet application programs in the form of texts, pictures, audio, video or other forms. The Interim Measures also impose a number of new requirements on Internet advertisers.
These measures clarify that “internet advertisements” means commercial advertisements that promote commodities or services directly or indirectly via internet media such as websites, webpages and internet application programs in the form of texts, pictures, audio, video or other forms. These measures also impose a number of new requirements on internet advertisers.
Live streaming publishers must be authenticated and registered based on their identity card information and unified social credit codes. Live streaming platforms must report relevant information to the local provincial-level cyberspace administration and the competent tax authority every six months, including the identity information, remuneration account, type of revenue, and profit-earning details of live streaming publishers.
Live streaming publishers must be authenticated and registered based on their identity card information and unified social credit codes. Live streaming platforms must report required information to the local provincial-level cyberspace administration and the competent tax authority every six months, including the identity information, remuneration account, type of revenue, and profit-earning details of live streaming publishers.
The authorizations are irrevocable and will not expire until Weimeng dissolves. 118 Table of Contents Share Pledge Agreements Each shareholder of Weimeng has pledged all of his shares in Weimeng and all other rights relevant to his rights in those shares to Weibo Technology as security for his obligations to pay off all debts to Weibo Technology under the loan agreement.
The authorizations are irrevocable and will not expire until Weimeng dissolves. 116 Table of Contents Share Pledge Agreements Each shareholder of Weimeng has pledged all of his shares in Weimeng and all other rights relevant to his rights in those shares to Weibo Technology as security for his obligations to pay off all debts to Weibo Technology under the loan agreement.
A post is usually composed of text, and can include rich, descriptive and vivid content such as photos, short videos, live streaming and long-form articles. 81 Table of Contents ● Individual Page . Each individual user has an Individual Page to express and share ideas, opinions and stories in the form of text and multimedia content.
A post is usually composed of text, and can include rich, descriptive and vivid content such as photos, short videos, live streaming and long-form articles. 78 Table of Contents ● Individual Page. Each individual user has an Individual Page to express and share ideas, opinions and stories in the form of text and multimedia content.
The mapping data must not contain any content prohibited by the Maps Regulations, and no entities or individuals are allowed to upload or mark such prohibited content online. Further, entities engaging in internet mapping services shall keep confidential any information involving state secrets and trade secrets acquired during their work.
The mapping data must not contain any content prohibited by these regulations, and no entities or individuals are allowed to upload or mark such prohibited content online. Further, entities engaging in internet mapping services shall keep confidential any information involving state secrets and trade secrets acquired during their work.
Our search function allows users to search our large content pool for users, feeds, videos, articles, pictures, etc. based on keywords (hashtag), topics or recent popular trending. Through our powerful search function, users can efficiently acquire the most relevant information they seek in real time. ● Discovery Zone .
Our search function allows users to search our large content pool for users, feeds, videos, articles, and pictures. based on keywords (hashtag), topics or recent popular trending. Through our powerful search function, users can efficiently acquire the most relevant information they seek in real time. ● Discovery Zone.
The Online Live-streaming Regulations also stipulate that online live-streaming service providers must carry out their subject responsibility, arrange professionals commensurate with its service size, establish and improve various management systems, and have the technical capability to immediately cut online live-streaming, and its technical plans shall comply with relevant national standards.
These regulations also stipulate that online live-streaming service providers must carry out their subject responsibility, arrange professionals commensurate with its service size, establish and improve various management systems, and have the technical capability to immediately cut online live-streaming, and its technical plans shall comply with the national standards.
Such a pricing adjustment may not reduce the tax expenses of Weibo Technology but could adversely affect us by increasing Weimeng’s tax expenses, which could subject Weimeng to late payment fees and other penalties for tax underpayment and/or could result in the loss of tax benefits available to Weibo Technology in China.
Such a pricing adjustment may not reduce the tax expenses of Weibo Technology but could adversely affect us by increasing Weimeng’s tax expenses, which could subject Weimeng to late payment fees and other penalties for tax under-payment and/or could result in the loss of tax benefits available to Weibo Technology in China.
This draft provides that when registering an internet account, the user shall execute an agreement with the Internet user account services platform, provide authentic identity information, and obey the rules of the platform. Internet user account service platforms shall establish, improve and strictly implement, among others, account name information management system, information content security system, and personal information protection system.
This draft provides that when registering an internet account, the user shall execute an agreement with the internet user account services platform, provide authentic identity information, and obey the rules of the platform. Internet user account service platforms shall establish, improve and strictly implement account name information management system, information content security system, and personal information protection system.
The amended provisions also require platforms to verify the consistency of user information on the platform with the user’s real identity and prohibit the operators of public accounts from illegally transferring those accounts to others. Furthermore, platform shall establish and improve mechanisms to deal with online rumors and other false information.
These provisions also require platforms to verify the consistency of user information on the platform with the user’s real identity and prohibit the operators of public accounts from illegally transferring those accounts to others. Furthermore, platforms shall establish and improve mechanisms to deal with online rumors and other false information.
Promoted feeds appear in the user’s information feed alongside organic feeds. We encourage our customers to produce feeds that have relevant information value similar to that of the users’ organic feeds. Customers may use our SIG recommendation engine to better target their audience and improve the relevancy of the advertisement to the users.
Promoted feeds appear in the user’s information feed alongside organic feeds. We encourage our customers to produce feeds that have relevant information value similar to that of the users’ organic feeds. Customers may use our SIG recommendation engine to better target their audience and improve the relevance of the advertisement to the users.
The Maps Regulations require entities engaging in online map services to use mapping data approved by the relevant governmental authorities, host servers storing map data within the PRC, and establish a management system as well as protection measures for the data security of the online maps.
These regulations require entities engaging in online map services to use mapping data approved by the governmental authorities, host servers storing map data within the PRC, and establish a management system as well as protection measures for the data security of the online maps.
We have signed an agreement with SINA relating to these sales and marketing services. See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Our Relationship with SINA—Sales and Marketing Services Agreement.” We will continue to offer integrated solutions to customers with both SINA’s and our advertising and marketing solutions.
We have signed an agreement with SINA relating to these sales and marketing services. See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Our Relationship with SINA—Sales and Marketing Services Agreement” We will continue to offer integrated solutions to customers with both SINA’s and our advertising and marketing solutions.
In addition, where a special government review is required for certain categories of advertisements before publishing, advertisers, advertising operators and advertising distributors are obligated to confirm that such review has been duly performed and that the relevant approval has been obtained.
In addition, where a special government review is required for certain categories of advertisements before publishing, advertisers, advertising operators and advertising distributors are obligated to confirm that such review has been duly performed and that the necessary approval has been obtained.
To comply with these laws and regulations on internet finance service, we have made relevant adjustments to the services available through Weibo wallet from time to time over the past several years. See “Item 3. Key Information—D.
To comply with these laws and regulations on internet finance service, we have made necessary adjustments to the services available through Weibo wallet from time to time over the past several years. See “Item 3. Key Information—D.
Under the Provisions, online publications refer to digital works which have publishing features such as having been edited, produced or processed and which are made available to the public through information networks, including written works, pictures, maps, games, cartoons, audio/video reading materials and others. Any online game shall obtain approval from the relevant regulator before it is launched online.
Online publications refer to digital works which have publishing features such as having been edited, produced or processed and which are made available to the public through information networks, including written works, pictures, maps, games, cartoons, audio/video reading materials and others. Any online game shall obtain approval from the regulator before it is launched online.
Our Weibo wallet product enables platform partners to conduct interest generation activities on Weibo, such as handing out “red envelops” and coupons to other users to build a bigger and more active fan base, and drive purchase conversion.
Our Weibo wallet product enables platform partners to conduct interest generation activities on Weibo, such as handing out “red envelopes” and coupons to other users to build a bigger and more active fan base, and drive purchase conversion.
The network information content producers should take measures to prevent and resist the production of content that, among others, uses exaggerated titles that are inconsistent with the content, may incite racism or discrimination against geographic region, and propagates gossip and scandals.
The network information content producers should take measures to prevent and resist the production of content that uses exaggerated titles that are inconsistent with the content, may incite racism or discrimination against geographic region, and propagates gossip and scandals.
The new notice simplifies the requirements and procedures for the registration of stock incentive plan participants, especially with respect to the required application documents and the absence of strict requirements on offshore and onshore custodian banks, as were stipulated in the former procedures.
This notice simplifies the requirements and procedures for the registration of stock incentive plan participants, especially with respect to the required application documents and the absence of strict requirements on offshore and onshore custodian banks, as were stipulated in the former procedures.
For example, when promoting goods through “soft text” ads, the publisher must clearly indicate that it is an advertisement using the relevant label. The regulations require internet platform operators to prevent and stop illegal advertisements, such as recording and storing user identity information, monitoring content, and using warnings or suspensions for users who publish illegal ads.
For example, when promoting goods through “soft text” ads, the publisher must clearly indicate that it is an advertisement using a label. These regulations require internet platform operators to prevent and stop illegal advertisements, such as recording and storing user identity information, monitoring content, and using warnings or suspensions for users who publish illegal ads.
On January 13, 2021, the CBIRC and the PBOC issued the Circular of the General Office of the China Banking and Insurance Regulatory Commission and the General Office of the People’s Bank of China on Matters Relating to Regulating the Personal Deposit Business Conducted by Commercial Banks through the Internet.
On January 13, 2021, the China Banking and Insurance Regulatory Commission and the People’s Bank of China issued the Circular of the General Office of the China Banking and Insurance Regulatory Commission and the General Office of the People’s Bank of China on Matters Relating to Regulating the Personal Deposit Business Conducted by Commercial Banks through the internet.
Risk Factors—Risks Relating to Doing Business in China—Regulation and censorship of information disseminated over the internet in China may adversely affect our business and subject us to liability for information displayed on Weibo.” Regulations on Algorithm Recommendations On February 7, 2021, the Anti-Monopoly Commission of the State Council published the Anti-Monopoly Guidelines for the Internet Platform Economy Sector, which stipulates that online platform operators who use technological advantages, such as data and algorithms, to eliminate or restrict competition or impose price restrictions or exclusivity requirements on users, may be deemed as committing an abuse of dominant market position.
Risk Factors—Risks Relating to Doing Business in China—Regulation and censorship of information disseminated over the internet in China may adversely affect our business and subject us to liability for information displayed on Weibo.” 94 Table of Contents Regulations on Algorithm Recommendations and Generative AI On February 7, 2021, the Anti-Monopoly Commission of the State Council published the Anti-Monopoly Guidelines for the Internet Platform Economy Sector, which stipulates that online platform operators who use technological advantages, such as data and algorithms, to eliminate or restrict competition or impose price restrictions or exclusivity requirements on users may be deemed as committing an abuse of dominant market position.
When a user clicks on a promoted trend, he will be redirected to the sponsor’s landing page.
When a user clicks on a promoted trend, be will be redirected to the sponsor’s landing page.
Regulations on Anti-monopoly and Anti-unfair Competition On September 2, 1993, the Standing Committee of the National People’s Congress, or the SCNPC, adopted the Anti-unfair Competition Law of the PRC, which took effect on December 1, 1993, and was amended on April 23, 2019.
Regulations on Anti-Monopoly and Anti-Unfair Competition On September 2, 1993, the Standing Committee of the National People’s Congress adopted the Anti-Unfair Competition Law of the PRC, which took effect on December 1, 1993, and was amended on April 23, 2019.
The Interim Measures define online lending intermediaries as the financial information intermediaries that are engaged in online peer-to-peer lending information business and provide lenders and borrowers with lending information services, such as information collection and publication, credit rating, information interaction and loan facilitation.
These measures define online lending intermediaries as the financial information intermediaries that are engaged in online peer-to-peer lending information business and provide lenders and borrowers with lending information services, such as information collection and publication, credit rating, information interaction and loan facilitation.
Some of our differentiated promoted feeds advertising offerings include: ● Fans Headline is a promoted service that guarantees a certain feed from the customer will appear at the top of the information feeds of the customer’s followers or the audience that the customer would like to target, enabling customers to leverage celebrities and KOLs’ rising influence on our platform. ● Weibo Express is a promoted service mainly offered to customers with brand awareness purpose to reach and engage with a broad range of Weibo users; and ● Promoted Trends and Search .
Some of our differentiated promoted feeds advertising offerings include: ● Fans Headline is a promoted service that guarantees a certain feed from the customer will appear at the top of the information feeds of the customer’s followers or the audience that the customer would like to target, enabling customers to leverage celebrities and key opinion leaders’ rising influence on our platform. ● Weibo Express is a promoted service mainly offered to customers with brand awareness purpose to reach and engage with a broad range of Weibo users; and ● Promoted Trends and Search.
Due to its control over Weimeng, Weibo Technology has the right to determine the service fee to be charged to Weimeng under these agreements by considering, among other things, the technical complexity of the services, the actual cost that may be incurred for providing such services, the operations of Weimeng, applicable tax rates, planned capital expenditure and business strategies.
Due to its control over Weimeng, Weibo Technology has the right to determine the service fee to be charged to Weimeng under these agreements by considering the technical complexity of the services, the actual cost that may be incurred for providing such services, the operations of Weimeng, applicable tax rates, planned capital expenditure and business strategies.
Our sales team leverages Weibo’s unique position and advantages in social marketing to assist customers or their advertising agencies throughout their advertising campaign cycle, from designing advertisement campaigns and crafting advertisements in different formats to executing social marketing campaigns and providing analytical tracking. 86 Table of Contents SINA acts as one of our agents in servicing our advertising and marketing clients.
Our sales team leverages Weibo’s unique position and advantages in social marketing to assist customers or their advertising agencies throughout their advertising campaign cycle, from designing advertisement campaigns and crafting advertisements in different formats to executing social marketing campaigns and providing analytical tracking. SINA acts as one of our agents in servicing our advertising and marketing clients.
Violation of these regulations may result in penalties, including fines, confiscation of the advertising incomes, termination of advertising operations and even suspension of the provider’s business license. 89 Table of Contents On July 4, 2016, the State Administration for Industry and Commerce issued the Interim Measures for the Administration of Internet Advertising, or the Interim Measures, which became effective on September 1, 2016.
Violation of these regulations may result in penalties, including fines, confiscation of the advertising incomes, termination of advertising operations and even suspension of the provider’s business license. 86 Table of Contents On July 4, 2016, the State Administration for Industry and Commerce issued the Interim Measures for the Administration of Internet Advertising, which became effective on September 1, 2016.
Foreign investors that meet these requirements must obtain approvals from the MIIT and the Ministry of Commerce or their authorized local branches. Due to the limitation of foreign investment in value-added telecommunications services companies that provide internet information services, we would be prohibited from acquiring any equity interest in Weimeng.
Foreign investors that meet these requirements must obtain approvals from the Ministry of Industry and Information Technology and the Ministry of Commerce or their authorized local branches. Due to the limitation of foreign investment in value-added telecommunications services companies that provide internet information services, we would be prohibited from acquiring any equity interest in Weimeng.
We transact business either directly with customers or through third-party advertising agencies. Due to the expertise required to carry out an effective online marketing campaign, many customers prefer to hire advertising agencies to handle their internet brand campaigns. These advertising agencies provide a broad spectrum of internet marketing and advertising services.
We transact business either directly with customers or through third-party advertising agencies. 83 Table of Contents Due to the expertise required to carry out an effective online marketing campaign, many customers prefer to hire advertising agencies to handle their internet brand campaigns. These advertising agencies provide a broad spectrum of internet marketing and advertising services.
In addition, the information disclosure guidelines require online lending intermediaries that do not fully comply with the information disclosure guidelines in conducting their business to rectify the relevant activities within six months after the release of the information disclosure guidelines.
In addition, the information disclosure guidelines require online lending intermediaries that do not fully comply with the information disclosure guidelines in conducting their business to rectify within six months after the release of the information disclosure guidelines.
These service provides are required to submit security assessment reports to the local cybersecurity authorities and public security bureau via the National Internet Security Management Service Platform. Regulations on Advertisements The PRC government regulates advertising, including online advertising, principally through the SAMR, formerly the State Administration for Industry and Commerce.
These service provides are required to submit security assessment reports to the local cybersecurity authorities and public security bureau via the National Internet Security Management Service Platform. Regulations on Advertisements The PRC government regulates advertising, including online advertising, principally through the State Administration for Market Regulation, formerly the State Administration for Industry and Commerce.
The Personal Information Protection Law requires, among others, that (i) the processing of personal information should have a clear and reasonable purpose which should be directly related to the processing purpose, in a method that has the least impact on personal rights and interests, and (ii) the collection of personal information should be limited to the minimum scope necessary to achieve the processing purpose to avoid the excessive collection of personal information.
The PRC Personal Information Protection Law requires that (i) the processing of personal information should have a clear and reasonable purpose which should be directly related to the processing purpose, in a method that has the least impact on personal rights and interests, and (ii) the collection of personal information should be limited to the minimum scope necessary to achieve the processing purpose to avoid the excessive collection of personal information.
Circular 196 requires that any organizations that provide online streaming through social media platforms such as Weibo or WeChat should obtain an internet audio/video program transmission license.
This circular requires that any organizations that provide online streaming through social media platforms such as Weibo or WeChat should obtain an internet audio/video program transmission license.
In addition, the Draft Measures for Internet Data Security required data processors processing over one million users’ personal information to comply with the regulations on important data processors, including, among others, appointing a person in charge of data security and establishing a data security management organization, filing with the competent authority within fifteen working days after identifying its important data, formulating data security training plans and organizing data security education and training for all staff every year, and that the education and training time of data security related technical and management personnel shall not be less than 20 hours per year.
In addition, this draft required data processors processing over one million users’ personal information to comply with the regulations on important data processors, including appointing a person in charge of data security and establishing a data security management organization, filing with the competent authority within fifteen working days after identifying its important data, formulating data security training plans and organizing data security education and training for all staff every year, and that the education and training time of data security related technical and management personnel shall not be less than 20 hours per year.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeInterest Income and Interest Expense ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ 2020 2021 2022 ​ ​ (in US$ thousands) Interest income 85,829 77,280 105,434 Interest expense (57,428) (71,006) (71,598) ​ 2022 Compared to 2021 The increase in interest income was mainly caused by higher interest rates offered for USD-denominated bank time deposits. 2021 Compared to 2020 The increase in interest expense was mainly caused by the interest expense arising from our 2030 Notes issued in July 2020. 129 Table of Contents Provision of Income Taxes The following table sets forth the income of Weibo Corporation, its subsidiaries, the VIEs and the VIEs’ subsidiaries as a group before income taxes. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2020 2021 2022 ​ ​ ​ (In US$ thousands, except percentage) Loss from non-China operations $ (57,031) $ (232,830) ​ $ (422,860) ​ Income from China operations ​ 432,944 ​ 783,548 ​ ​ 550,946 ​ Total income before income tax expenses ​ $ 375,913 ​ $ 550,718 ​ $ 128,086 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income tax expense (benefits) applicable to non-China operations $ 2,852 $ 1,355 ​ $ (14,176) ​ Income tax expense applicable to China operations ​ 58,464 ​ 137,486 ​ ​ 44,453 ​ Total income tax expenses $ 61,316 ​ $ 138,841 ​ $ 30,277 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Effective tax rate for China operations ​ ​ 13.5 % ​ 17.5 % ​ 8.1 % Effective tax rate for the Group (1) ​ ​ 16.3 % ​ 25.2 % ​ 23.6 % Note: (1) Weibo Corporation, its subsidiaries, the VIEs and VIEs’ subsidiaries together are referred to as “the Group.” We recorded income tax expenses of US$61.3 million, US$138.8 million and US$30.3 million in 2020, 2021 and 2022, respectively.
Biggest changeThe interest expense remained stable from 2021 to 2022. 126 Table of Contents Provision of Income Taxes The following table sets forth the income of Weibo Corporation, its subsidiaries, the VIEs and the VIEs’ subsidiaries as a group before income taxes. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2021 2022 2023 ​ ​ (In US$ thousands, except percentage) Loss from non-China operations ​ (232,830) ​ (422,860) ​ (145,244) ​ Income from China operations ​ 783,548 ​ 550,946 ​ 648,026 ​ Total income before income tax expenses ​ 550,718 ​ 128,086 ​ 502,782 ​ ​ ​ ​ ​ ​ ​ ​ ​ Income tax expense (benefits) applicable to non-China operations ​ 1,355 ​ (14,176) ​ 45,441 ​ Income tax expense applicable to China operations ​ 137,486 ​ 44,453 ​ 99,846 ​ Total income tax expenses ​ 138,841 ​ 30,277 ​ 145,287 ​ ​ ​ ​ ​ ​ ​ ​ ​ Effective tax rate for China operations 17.5 % 8.1 % 15.4 % Effective tax rate for the Group (1) ​ 25.2 % 23.6 % 28.9 % Note: (1) Weibo Corporation, its subsidiaries, the VIEs and VIEs’ subsidiaries together are referred to as “the Group.” We recorded income tax expenses of US$138.8 million, US$30.3 million and US$145.3 million in 2021, 2022 and 2023, respectively.
In utilizing the cash that we hold offshore, we may (i) make additional capital contributions to our PRC subsidiaries, (ii) establish new PRC subsidiaries and make capital contributions to these new PRC subsidiaries, (iii) make loans to our PRC subsidiaries, or (iv) acquire/invest in offshore entities with business operations in China in offshore transactions.
In utilizing the cash that we hold offshore, we may (i) make additional capital contributions to our PRC subsidiaries, (ii) establish new PRC subsidiaries and make capital contributions to these new PRC subsidiaries, (iii) make loans to our PRC subsidiaries, or (iv) acquire and/or invest in offshore entities with business operations in China in offshore transactions.
Investing Activities Net cash used in investing activities in 2022 was US$33.0 million.
Net cash used in investing activities in 2022 was US$33.0 million.
Safe Harbor This annual report on Form 20-F contains forward-looking statements that relate to future events, including our future operating results and conditions, our prospects and our future financial performance and condition, all of which are largely based on our current expectations and projections. The forward-looking statements are contained principally in the sections entitled “Item 3.D. Key Information—D.
Safe Harbor This annual report on Form 20-F contains forward-looking statements that relate to future events, including our future operating results and conditions, our prospects and our future financial performance and condition, all of which are largely based on our current expectations and projections. The forward-looking statements are contained principally in the sections entitled “Item 3. Key Information—D.
If Weibo HK satisfies all the requirements under the Arrangement between the PRC and the Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion with respect to Taxes on Income and receives approval from the relevant tax authority, dividends paid by Weibo Technology to Weibo HK will be subject to a withholding tax rate of 5% instead.
If Weibo HK satisfies all the requirements under the Arrangement between the PRC and the Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion with respect to Taxes on Income and receives approval from the tax authority, dividends paid by Weibo Technology to Weibo HK will be subject to a withholding tax rate of 5% instead.
E. Critical Accounting Estimates We prepare our consolidated financial statements in accordance with U.S. GAAP, which requires our management to make estimates that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the balance sheet dates, as well as the reported amounts of revenues and expenses during the reporting periods.
Critical Accounting Estimates We prepare our consolidated financial statements in accordance with U.S. GAAP, which requires our management to make estimates that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the balance sheet dates, as well as the reported amounts of revenues and expenses during the reporting periods.
Factors Affecting Our Results of Operations Our business and operating results are affected by general factors affecting the social media industry in China, which include: ● the extent to which social media continues to grow in popularity and becomes further integrated into people’s everyday lives in China; ● the intensity of competition both for the time and attention of internet users and for the advertising and marketing spending of brands and businesses that market to consumers; ● the changes in China’s or global economies, policies, and regulatory environment; and ● continued mobile internet penetration and infrastructure development.
Factors Affecting Our Results of Operations Our business and operating results are affected by general factors affecting the social media industry in China, which include: ● the extent to which social media continues to grow in popularity and becomes further integrated into people’s everyday lives in China; ● the intensity of competition both for the time and attention of internet users and for the advertising and marketing spending of brands and businesses that market to consumers; ● the changes in China’s or global economies, policies, and regulatory environment; and ● continued infrastructure development.
Investment in Talent . Our employee headcount has increased significantly since our inception. There is heavy demand in China’s internet industry for talented technical, sales and marketing, management and other personnel with necessary experience and expertise. We must recruit, retain and motivate talented employees while controlling our personnel-related expenses, including stock-based compensation.
Our employee headcount has increased significantly since our inception. There is heavy demand in China’s internet industry for talented technical, sales and marketing, management and other personnel with necessary experience and expertise. We must recruit, retain and motivate talented employees while controlling our personnel-related expenses, including stock-based compensation.
The estimate of expected credit losses is sensitive to our assumptions in these factors. When one of our estimates of probability of default and loss given default and application of macroeconomic forecasts decreased or increased by 10% while holding all other estimates constant, there would be no significant impact to our consolidated results of operations.
The estimate of expected credit losses is sensitive to our assumptions in these factors. When one of our estimates of probability of default and loss given default and application of macroeconomic forecasts decreased or increased by 2% while holding all other estimates constant, there would be no significant impact to our consolidated results of operations.
Our brand recognition is key to our growth in both user scale and engagement to achieve platform expansion. On top of user base expansion, we have optimized our channel investment strategy along with relevant product and operational efforts, to focus on enhancing user engagement, which resulted in higher user acquisition efficiency with disciplined sales and marketing spending.
Our brand recognition is key to our growth in both user scale and engagement to achieve platform expansion. On top of user base expansion, we have optimized our channel investment strategy along with our product and operational efforts, to focus on enhancing user engagement, which resulted in higher user acquisition efficiency with disciplined sales and marketing spending. Investment in Talent.
We have encountered various challenges in 2022, such as the unfavorable impact from the overall depreciation of RMB against the U.S. dollar in 2022 compared to 2021 and subsequent surges driven by various variants of COVID-19 in 2022 which had negative impacts on our customers. ● Advertising and Marketing Revenues .
We have encountered various challenges in 2022, such as the unfavorable impact from the overall depreciation of RMB against the U.S. dollars in 2022 compared to 2021 and subsequent surges driven by various variants of COVID-19 in 2022 which had negative impacts on our customers. ● Advertising and Marketing Revenues.
Our product development expenses decreased by 4% from US$430.7 million in 2021 to US$415.2 million in 2022. The decrease was mostly attributable to a decrease of US$13.2 million in personnel-related expenses and a decrease of US$10.0 million in infrastructure cost, partially offset by an increase of US$11.7 million in stock-based compensation.
Our product development expenses decreased by 4% from US$430.7 million in 2021 to US$415.2 million in 2022. The decrease was mostly attributable to a decrease of US$13.2 million in personnel-related expenses and a decrease of US$10.0 million in infrastructure cost, partially offset by an increase of US$11.7 million in stock-based compensation. ● General and Administrative.
We plan to continue to enhance Weibo’s user experience and engagement by improving our product features, offering new products, expanding our content offerings through collaboration with platform partners, developing and integrating with applications and continuing to refine Weibo’s SIG recommendation engine to improve content relevancy and advertisement targeting capabilities. Products and Services Innovation .
We plan to continue to enhance Weibo’s user experience and engagement by improving our product features, offering new products, expanding our content offerings through collaboration with platform partners, developing and integrating with applications and continuing to refine Weibo’s SIG recommendation engine to improve content relevance and advertisement targeting capabilities. Products and Services Innovation.
Risk Factors—Risks Relating to Doing Business in China—Any limitation on the ability of our PRC subsidiaries to make payments to us, or the tax implications of making payments to us, could have a material adverse effect on our ability to conduct our business or our financial condition.” If our holding company in the Cayman Islands, Weibo Corporation, were deemed to be a “PRC resident enterprise” under the Enterprise Income Tax Law, it would be subject to enterprise income tax on its global income at a rate of 25%.
Risk Factors—Risks Relating to Doing Business in China—Any limitation on the ability of our PRC subsidiaries to make payments to us, or the tax implications of making payments to us, could have a material adverse effect on our ability to conduct our business or our financial condition.” 121 Table of Contents If our holding company in the Cayman Islands, Weibo Corporation, were deemed to be a “PRC resident enterprise” under the Enterprise Income Tax Law, it would be subject to enterprise income tax on its global income at a rate of 25%.
The decrease was primarily due to a decrease in advertisement production cost of US$37.6 million, a decrease in revenue sharing cost of US$27.2 million and a decrease in bandwidth cost of US$3.8 million, partially offset by an increase of US$29.7 million in labor cost, an increase of US$20.1 million in turnover taxes and an increase of US$15.6 million in content cost.
The decrease was primarily due to a decrease in advertisement production cost of US$37.6 million, a decrease in revenue sharing cost of US$27.2 million and a decrease in bandwidth cost of US$3.8 million, partially offset by an increase of US$29.7 million in labor cost, an increase of US$20.1 million in turnover taxes and an increase of US$15.6 million in content cost. ● Sales and Marketing.
We plan to continue to make significant investments in product development and refining the capabilities of Weibo’s SIG recommendation engine, and we may invest in or acquire businesses or assets to enhance our products, services and technical capabilities. 121 Table of Contents Content Ecosystem .
We plan to continue to make significant investments in product development and refining the capabilities of Weibo’s SIG recommendation engine, and we may invest in or acquire businesses or assets to enhance our products, services and technical capabilities. 119 Table of Contents Content Ecosystem.
We believe that our existing cash, cash equivalents and short-term investments balance as of December 31, 2022 is sufficient to fund our operating activities, capital expenditures and other obligations for at least the next twelve months.
We believe that our existing cash, cash equivalents and short-term investments balance as of December 31, 2023 is sufficient to fund our operating activities, capital expenditures and other obligations for at least the next twelve months.
Risk Factors—Risks Relating to Doing Business in China—Any limitation on the ability of our PRC subsidiaries to make payments 124 Table of Contents to us, or the tax implications of making payments to us, could have a material adverse effect on our ability to conduct our business or our financial condition.” Recent Accounting Pronouncements A list of recently issued accounting pronouncements that are relevant to us is included in “2.
Risk Factors—Risks Relating to Doing Business in China—Any limitation on the ability of our PRC subsidiaries to make payments to us, or the tax implications of making payments to us, could have a material adverse effect on our ability to conduct our business or our financial condition.” Recent Accounting Pronouncements A list of recently issued accounting pronouncements that are relevant to us is included in “2.
Other than as discussed above, we did not have any significant capital and other commitments, long-term obligations or guarantees as of December 31, 2022. Holding Company Structure Weibo Corporation is a holding company that conducts its operations primarily through Weibo Technology, the VIEs and their subsidiaries, all of which are incorporated in China.
Other than as discussed above, we did not have any significant capital and other commitments, long-term obligations or guarantees as of December 31, 2023. Holding Company Structure Weibo Corporation is a holding company that conducts its operations primarily through Weibo Technology (WFOE), the VIEs and their subsidiaries, all of which are incorporated in China.
Significant Accounting Policies” of our audited consolidated financial statements included elsewhere in this annual report. 125 Table of Contents Results of Operations The following table sets forth a summary of our consolidated results of operations for the periods presented.
Significant Accounting Policies” of our audited consolidated financial statements included elsewhere in this annual report. 122 Table of Contents Results of Operations The following table sets forth a summary of our consolidated results of operations for the periods presented.
The PRC State Taxation Administration announced in September 2018 that enterprises engaging in research and development activities would be entitled to claim 175% of their research and development expenses as R&D Deduction from January 1, 2018 to December 31, 2020, which was further extended to December 31, 2023 as the PRC State Taxation Administration announced in March 2021.
The PRC State Taxation Administration announced in September 2018 that enterprises engaging in research and development activities would be entitled to claim 175% of their research and development expenses from January 1, 2018 to December 31, 2020, which was further extended to December 31, 2023 as the PRC State Taxation Administration announced in March 2021.
However, most of these uses are subject to PRC regulations and/or approvals. For example, loans by us to our PRC subsidiaries, which are foreign-invested enterprise, to finance their activities cannot exceed statutory limits and must be registered with SAFE or its local branches. See “Item 4. Information on the Company—B.
However, most of these uses are subject to PRC regulations and/or approvals. For example, loans we make to our PRC subsidiaries, which are foreign-invested enterprise, to finance their activities cannot exceed statutory limits and must be registered with SAFE or its local branches. See “Item 4. Information on the Company—B.
All forward-looking statements included in this document are based on information available to us on the date hereof, and we undertake no obligation to update any such forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements.
All forward-looking statements included in this annual report are based on information available to us on the date hereof and we undertake no obligation to update any such forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements.
Our platform partners contribute a vast amount of content to Weibo, which generates user engagement and is virally distributed across the platform, enriching user experience and increasing Weibo’s monetization opportunities. We have revenue-sharing arrangements with some of our platform partners, such as live streaming agencies, influencers, MCNs and game developers.
Our platform partners contribute a vast amount of content to Weibo, which generates user engagement and is virally distributed across the platform, enriching user experience and increasing Weibo’s monetization opportunities. We have revenue-sharing arrangements with some of our platform partners, such as live streaming agencies, influencers, multi-channel networks and game developers.
The decrease in accounts receivable due from third parties was in line with the trend of revenues from third parties. 131 Table of Contents Net cash provided by operating activities in 2021 was US$814.0 million.
The decrease in accounts receivable due from third parties was in line with the trend of revenues from third parties. Net cash provided by operating activities in 2021 was US$814.0 million.
See “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China—Restrictions on the remittance of RMB into and out of China and governmental control of currency conversion may limit our ability to pay dividends and other obligations, and affect the value of your investment.” Operating Activities Net cash provided by operating activities in 2022 was US$564.1 million.
See “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China—Restrictions on the remittance of RMB into and out of China and governmental control of currency conversion may limit our ability to pay dividends and other obligations, and affect the value of your investment.” Operating Activities Net cash provided by operating activities in 2023 was US$672.8 million.
According to the relevant PRC laws and regulations, enterprises engaging in research and development activities were entitled to claim 150% of their research and development expenses incurred as tax deductible expenses when determining their assessable profits for that year (the “R&D Deduction”).
According to the PRC laws and regulations, enterprises engaging in research and development activities were entitled to claim 150% of their research and development expenses incurred as tax deductible expenses when determining their assessable profits for that year.
Business Overview—Regulation—Regulations on Foreign Exchange.” Substantially all of our future revenues are likely to continue to be in the form of RMB.
Business Overview—Regulation—Regulations on Foreign Exchange.” 128 Table of Contents Substantially all of our future revenues are likely to continue to be in the form of RMB.
Our success depends on our ability to provide users with interesting and useful content, which in turn depends on the content contributed by our users. Content creators, especially KOLs, contribute content to Weibo to grow their fan base and enhance their influence.
Our success depends on our ability to provide users with interesting and useful content, which in turn depends on the content contributed by our users. Content creators, especially key opinion leaders, contribute content to Weibo to grow their fan base and enhance their influence.
Financing Activities Net cash used in financing activities in 2022 was US$91.1 million, which primarily consists of US$900.0 million cash paid upon the maturity of 2022 Notes, cash of US$57.7 million paid for repurchase of ordinary shares, partially offset by proceeds from long-term loans, net of issuance cost of US$880.4 million.
Net cash used in financing activities in 2022 was US$91.1 million, which primarily consists of US$900.0 million cash paid upon the maturity of our 1.25% convertible notes due 2022, cash of US$57.7 million paid for repurchase of ordinary shares, partially offset by proceeds from 2027 Loans, net of issuance cost of US$880.4 million.
These reserve funds and staff welfare and bonus funds are not distributable as cash dividends. As of December 31, 2022, the amount restricted, including paid-in capital, as determined in accordance with PRC accounting standards and regulations, was US$566.9 million.
These reserve funds and staff welfare and bonus funds are not distributable as cash dividends. As of December 31, 2023, the amount restricted, including paid-in capital, as determined in accordance with PRC accounting standards and regulations, was US$567.2 million.
We have developed and are continuously refining our interest-based recommendation engine, which enables our customers to perform social marketing and target audiences based on user demographics, social relationships and interests to achieve greater relevance, engagement and marketing effectiveness on Weibo. 120 Table of Contents The value we create for our users and customers is enhanced by our platform partners, which include content creators such as KOLs, media outlets and other organizations with media rights, MCNs, which are professional agencies for influencers, self-medias and app developers.
We have developed and are continually refining our interest-based recommendation engine, which enables our customers to perform social marketing and target audiences based on user demographics, social relationships and interests to achieve greater relevance, engagement and marketing effectiveness on Weibo. 118 Table of Contents The value we create for our users and customers is enhanced by our platform partners, which include content creators such as key opinion leaders, media outlets and other organizations with media rights, multi-channel networks, which are professional agencies for influencers, self-medias and app developers.
This was primarily attributable to purchases of bank time deposits and wealth management products of US$629.9 million, cash paid on long-term investments of US$193.8 million, prepayment for purchase of SINA Plaza of US$153.6 million, purchase of property and equipment of US$43.1 million, partially offset by US$859.1 million in cash from maturities of bank time deposits and wealth management products and proceeds from the disposal and refund of prepayment on long-term investments of US$141.8 million.
This was primarily attributable to purchases of bank time deposits and wealth management products of US$629.9 million, cash paid on long-term investments of US$193.8 million, prepayment for purchase of SINA Plaza of US$153.6 million, purchase of property and equipment of US$43.1 million, partially offset by US$859.1 million in cash from maturities of bank time deposits and wealth management products and proceeds from the disposal and refund of prepayment on long-term investments of US$141.8 million. 129 Table of Contents Net cash used in investing activities in 2021 was US$424.0 million.
Revenues We generate the majority of our revenues from advertising and marketing services, such as social display advertisements, and promoted marketing. We also generate revenues from value-added services, mainly including membership and online game services. 2022 Compared to 2021 Our total net revenues decreased by 19% from US$2,257.1 million in 2021 to US$1,836.3 million in 2022.
Revenues We generate the majority of our revenues from advertising and marketing services, such as social display advertisements, and promoted marketing. We also generate revenues from value-added services, mainly including membership and online game services. 2023 Compared to 2022 Our total net revenues decreased by 4% from US$1,836.3 million in 2022 to US$1,759.8 million in 2023.
We have not retained or contingent interests in assets transferred. We have not entered into contractual arrangements that support the credit, liquidity or market risk for transferred assets.
We have not entered into contractual arrangements that support the credit, liquidity or market risk for transferred assets.
The decrease was primarily due to a decrease of US$59.4 million in personnel-related expenses, resulting from the reversal of US$58.8 million in compensation costs as JM Tech failed to meet the performance conditions defined in the share purchase agreements signed when we acquired the majority equity interest in JM Tech.
The decrease was primarily due to a decrease of US$59.4 million in personnel-related expenses, resulting from the reversal of US$58.8 million in compensation costs as Shanghai Jiamian Information Technology Co., Ltd. failed to meet the performance conditions defined in the share purchase agreements signed when we acquired the majority equity interest in it.
Our loss from non-China operations primarily included stock-based compensation, fair value changes through earnings on investments, investment-related impairment and interest expenses recorded by our non-China entities. The substantial majority of these items were recognized by our non-China entities in the Cayman Islands. B.
Our loss from non-China operations primarily included stock-based compensation, fair value changes through earnings on investments, investment-related impairment and interest expenses recorded by our non-China entities. The substantial majority of these items were recognized by our non-China entities in the Cayman Islands, which is a tax free jurisdiction. 127 Table of Contents B.
We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, cash requirements or capital resources.
We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties that have or are reasonably likely to have any effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, cash requirements or capital resources. We have not retained or contingent interests in assets transferred.
In June 2022, we adjusted our strategy for live streaming business and decided to transfer the operation of Yizhibo business to a related party with the ownership of all the intellectual properties unchanged.
In June 2022, we adjusted our strategy for live streaming business and decided to transfer the operation of Yizhibo business to a related party with the ownership of all the intellectual properties unchanged. We recognized immaterial revenues from live streaming since the second quarter of 2022.
As of December 31, 2022, our consolidated entities within China held US$1,826.4 million of cash, cash equivalents and short-term investments, including US$711.4 million held by the VIEs and the subsidiaries of VIEs.
As of December 31, 2022, our consolidated affiliated entities within China held US$1,826.4 million of cash, cash equivalents and short-term investments, including US$711.4 million held by the VIEs and the subsidiaries of VIEs. The remaining cash and short-term investments balance of US$1,344.8 million was held by our entities outside China.
For the year ended December 31, 2022, we recognized US$7.6 million credit losses on loans to and interest receivable from other related parties based on the expected collection schedule of these loans.
For the year ended December 31, 2023, we recognized reversal of US$2.1 million credit losses on loans to and interest receivable from other related parties based on the expected collection schedule of these loans.
General and administrative expenses consist primarily of personnel-related expenses, stock-based compensation professional services fees and provision of allowance for credit losses. 2022 Compared to 2021 Our costs and expenses decreased by 13% from US$1,559.7 million in 2021 to US$1,355.9 million in 2022. ● Cost of Revenues .
General and administrative expenses consist primarily of personnel-related expenses, stock-based compensation professional services fees and provision of allowance for credit losses. 2023 Compared to 2022 Our costs and expenses decreased by 5% from US$1,355.9 million in 2022 to US$1,286.9 million in 2023.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the period from January 1, 2022 to December 31, 2022 that are reasonably likely to have a material adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the period since January 1, 2024 that are reasonably likely to have a material effect on our revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions. 131 Table of Contents E.
Our PRC subsidiaries, VIEs and VIEs’ subsidiaries are also subject to VAT and related surcharges at a combined rate of 6.7%. Our advertising and marketing revenues are also subject to cultural business construction fees at a rate of 3%, which has been reduced to 1.5% since July 1, 2019, valid until December 31, 2024.
Our advertising and marketing revenues are also subject to cultural business construction fees at a rate of 3%, which has been reduced to 1.5% since July 1, 2019, valid until December 31, 2024.
Our revenues in 2020, 2021 and 2022 were US$1,689.9 million, US$2,257.1 million and US$1,836.3 million, respectively. We had a net income attributable to Weibo’s shareholders of US$313.4 million in 2020, US$428.3 million in 2021 and US$85.6 million in 2022.
Our revenues in 2021, 2022 and 2023 were US$2,257.1 million, US$1,836.3 million and US$1,759.8 million, respectively. We had a net income attributable to Weibo’s shareholders of US$428.3 million in 2021, US$85.6 million in 2022 and US$342.6 million in 2023.
The increase in accrued and other liabilities mainly resulted from the increased payable for sales rebate and personnel-related expenses. The increase in accounts receivable due from third parties was in line with the growth of revenue from third parties. Net cash provided by operating activities in 2020 was US$741.6 million.
The increase in accrued and other liabilities mainly resulted from the increased payable for sales rebate and personnel-related expenses. The increase in accounts receivable due from third parties was in line with the growth of revenue from third parties. Investing Activities Net cash used in investing activities in 2023 was US$736.8 million.
Our MAUs increased from 521 million in December 2020 to 573 million in December 2021, and further to 586 million in December 2022. Our average DAUs increased from 225 million in December 2020, to 249 million in December 2021, and further to 252 million in December 2022.
Our MAUs increased from 573 million in December 2021 to 586 million in December 2022, and further to 598 million in December 2023. Our average DAUs increased from 249 million in December 2021 to 252 million in December 2022, and further to 257 million in December 2023.
The impairment charge in 2022 was largely due to a US$15.4 million write-off on a community software and an impairment charge of US$14.2 million to a company operating a business social platform. The impairment charge in 2021 was largely due to the full impairment of US$75.3 million on investment in Yixia Tech.
The impairment charges primarily included the full write-downs of US$75.3 million on investment in Yixia Tech in 2021, a US$15.4 million write-off on a community software and an impairment charge of US$14.2 million to a company operating a business social platform in 2022, and the impairment charge of US$15.9 million on an online education company in 2023.
Net cash provided by financing activities in 2021 was US$189.4 million, which primarily consists of net proceeds from our Global Offering in connection with our listing on the Hong Kong Stock Exchange, after deducting estimated underwriting fees and other offering expenses. Net cash provided by financing activities in 2020 was US$742.0 million.
Net cash provided by financing activities in 2021 was US$189.4 million, which primarily consists of net proceeds from our Global Offering in connection with our listing on the Hong Kong Stock Exchange, after deducting estimated underwriting fees and other offering expenses. The loans to SINA were presented under investing activities in the consolidated statements of cash flows.
Our operating lease obligations consist of the commitments under the lease agreements for our office premises. We lease our office facilities under non-cancelable operating leases with various expiration dates. Our leasing expense was US$12.5 million, US$17.7 million and US$21.9 million, for the years ended December 31, 2020, 2021 and 2022, respectively.
We lease our office facilities under non-cancelable operating leases with various expiration dates. Our leasing expense was US$17.7 million, US$21.9 million and US$19.5 million, for the years ended December 31, 2021, 2022 and 2023, respectively. The majority of our operating lease commitments are related to our office lease agreements in China.
Purchase obligations primarily consist of minimum commitments for marketing activities and internet connection. 2024 Notes represents future maximum commitment relating to the principal amount and interests in connection with the issuance of US$800 million in aggregate principal amount of senior notes bearing an annual interest rate of 3.50%, which will mature on July 5, 2024. 2030 Notes represents future maximum commitment relating to the principal amount and interests in connection with the issuance of US$750 million in aggregate principal amount of senior notes bearing an annual interest rate of 3.375%, which will mature on July 8, 2030.
As of December 31, 2023, our purchase commitments were US$705.5 million. 2024 Senior Notes represents future maximum commitment relating to the principal amount and interests in connection with the issuance of US$800 million in aggregate principal amount of senior notes bearing an annual interest rate of 3.50%, which will mature on July 5, 2024. 2030 Senior Notes represents future maximum commitment relating to the principal amount and interests in connection with the issuance of US$750 million in aggregate principal amount of senior notes bearing an annual interest rate of 3.375%, which will mature on July 8, 2030.
Liquidity and Capital Resources Cash Flows and Working Capital The following table sets forth the movements of our cash and cash equivalents for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ 2020 2021 2022 ​ ​ (in US$ thousands) Net cash provided by operating activities 741,646 814,020 564,104 Net cash used in investing activities (1,214,315) (423,960) (33,014) Net cash provided by (used in) financing activities 741,963 189,442 (91,141) Effect of exchange rate changes on cash and cash equivalents 92,565 29,357 (172,884) Net increase in cash and cash equivalents 361,859 608,859 267,065 Cash and cash equivalents at the beginning of year 1,452,985 1,814,844 2,423,703 Cash and cash equivalents at the end of year 1,814,844 2,423,703 2,690,768 ​ 130 Table of Contents As of December 31, 2020, 2021 and 2022, our total cash, cash equivalents and short-term investments were US$3,496.9 million, US$3,134.8 million and US$3,171.2 million, respectively.
Liquidity and Capital Resources Cash Flows and Working Capital The following table sets forth the movements of our cash and cash equivalents for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ 2021 2022 2023 ​ ​ (in US$ thousands) Net cash provided by operating activities 814,020 564,104 672,820 Net cash used in investing activities (423,960) (33,014) (736,846) Net cash provided by (used in) financing activities 189,442 (91,141) 21,690 Effect of exchange rate changes on cash and cash equivalents 29,357 (172,884) (63,797) Net increase (decrease) in cash and cash equivalents 608,859 267,065 (106,133) Cash and cash equivalents at the beginning of year 1,814,844 2,423,703 2,690,768 Cash and cash equivalents at the end of year 2,423,703 2,690,768 2,584,635 ​ As of December 31, 2021, 2022 and 2023, our total cash, cash equivalents and short-term investments were US$3,134.8 million, US$3,171.2 million and US$3,225.7 million, respectively.
Investment Related Impairment and Provision We perform impairment assessments of our investments and determine if an investment is impaired due to the changes in quoted market price or other impairment indicators.
Investment Related Impairment and Provision We perform impairment assessments of our investments and determine if an investment is impaired due to the changes in quoted market price or other impairment indicators. For a detailed description of accounting treatment of our investment related impairment and the performance of the investments, see “Note 2.
For a detailed description of accounting treatment of our investment related impairment and the performance of the investments, see “—Significant Accounting Policies.” We recorded US$212.0 million, US$106.8 million and US$71.1 million in investment related impairment and provision charges in 2020, 2021 and 2022, respectively, due to the unsatisfied financial performance of these investments with no obvious upturn or potential financing solutions in the foreseeable future or them incapable of making repayments in accordance with the respective agreements.
We recorded US$106.8 million, US$71.1 million and US$23.6 million in investment related impairment and provision charges in 2021, 2022 and 2023, respectively, due to the unsatisfied financial performance of these investments with no obvious upturn or potential financing solutions in the foreseeable future or them incapable of making repayments in accordance with the respective agreements.
The provision for income taxes for China operations differs from the amounts computed by applying the statutory EIT rate mostly due to the preferential tax treatment that Weibo Technology enjoyed as a qualified “high and new technology enterprise” during the periods presented, as well as the preferential tax treatment of “key software enterprise” status of 2019 benefited by Weibo Technology one year in arrears in 2020.
The provision for income taxes for China operations differs from the amounts computed by applying the statutory enterprise income tax rate mostly due to the preferential tax treatment that Weibo Technology enjoyed as a qualified “High and New Technology Enterprise” during the periods presented.
Advertising and marketing revenues decreased by 19% from US$1,980.8 million in 2021 to US$1,596.7 million in 2022. Mobile advertising revenues accounted for approximately 94% of our total advertising and marketing revenues in 2022, compared to 93% in 2021, benefiting from the growth of advertiser preferences. The total number of advertisers kept relatively stable at 1.0 million in 2021 and 2022.
Advertising and marketing revenues decreased by 19% from US$1,980.8 million in 2021 to US$1,596.7 million in 2022. The total number of advertisers kept relatively stable at 1.0 million in 2021 and 2022.
This information should be read together with our audited consolidated financial statements and related notes included elsewhere in this annual report on Form 20-F. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ 2020 2021 2022 ​ ​ (In US$ thousands, except for per share and per ADS data) Consolidated Statements of Operations Data: Revenues: Advertising and marketing revenues: Third parties ​ 1,202,712 ​ 1,633,242 ​ 1,392,723 Alibaba (1) ​ 188,597 ​ 181,241 ​ 107,197 SINA ​ 48,353 ​ 96,359 ​ 56,206 Other related parties ​ 46,493 ​ 69,953 ​ 40,524 Subtotal ​ 1,486,155 ​ 1,980,795 ​ 1,596,650 Value-added services revenues ​ 203,776 ​ 276,288 ​ 239,682 Total revenues ​ 1,689,931 ​ 2,257,083 ​ 1,836,332 Costs and expenses: ​ ​ ​ ​ ​ ​ Cost of revenues (2) ​ 302,180 ​ 403,841 ​ 400,585 Sales and marketing (2) ​ 455,619 ​ 591,682 ​ 477,107 Product development (2) ​ 324,110 ​ 430,673 ​ 415,190 General and administrative (2) ​ 101,224 ​ 133,475 ​ 52,806 Impairment of intangible assets ​ — ​ — ​ 10,176 Total costs and expenses ​ 1,183,133 ​ 1,559,671 ​ 1,355,864 Income from operations ​ 506,798 ​ 697,412 ​ 480,468 Income (loss) from equity method investments ​ 10,434 ​ 14,217 ​ (24,069) Realized gain from investments ​ 2,153 ​ 3,243 ​ 1,591 Fair value changes through earnings on investments, net ​ 35,115 ​ (72,787) ​ (243,619) Investment related impairment and provision ​ (211,985) ​ (106,800) ​ (71,081) Interest income ​ 85,829 ​ 77,280 ​ 105,434 Interest expense ​ (57,428) ​ (71,006) ​ (71,598) Other income (loss), net ​ 4,997 ​ 9,159 ​ (49,040) Income before income tax expenses ​ 375,913 ​ 550,718 ​ 128,086 Less: income tax expenses ​ 61,316 ​ 138,841 ​ 30,277 Net income ​ 314,597 ​ 411,877 ​ 97,809 Less: net income (loss) attributable to non-controlling interests and redeemable non-controlling interests ​ 1,233 ​ (16,442) ​ 12,254 Net income attributable to Weibo’s shareholders ​ 313,364 ​ 428,319 ​ 85,555 Shares used in computing net income per share attributable to Weibo’s shareholders: ​ ​ ​ ​ ​ ​ Basic ​ 226,921 ​ 228,814 ​ 235,164 Diluted ​ 227,637 ​ 230,206 ​ 236,407 Income per ordinary share: ​ ​ ​ ​ ​ ​ Basic ​ 1.38 ​ 1.87 ​ 0.36 Diluted ​ 1.38 ​ 1.86 ​ 0.36 Income per ADS (3) : ​ ​ ​ ​ ​ ​ Basic ​ 1.38 ​ 1.87 ​ 0.36 Diluted ​ 1.38 ​ 1.86 ​ 0.36 (1) For the years ended December 31, 2020, 2021 and 2022, we recorded US$152.0 million, US$139.6 million and US$107.0 million, respectively, in advertising and marketing revenues from Alibaba as an advertiser.
This information should be read together with our audited consolidated financial statements and related notes included elsewhere in this annual report on Form 20-F. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ 2021 2022 2023 ​ ​ (In US$ thousands, except for per share and per ADS data) Consolidated Statements of Operations Data: Revenues: Advertising and marketing revenues: Third parties ​ 1,633,242 ​ 1,392,723 ​ 1,344,354 Alibaba (1) ​ 181,241 ​ 107,197 ​ 111,608 SINA ​ 96,359 ​ 56,206 ​ 45,319 Other related parties ​ 69,953 ​ 40,524 ​ 32,733 Subtotal ​ 1,980,795 ​ 1,596,650 ​ 1,534,014 Value-added services revenues ​ 276,288 ​ 239,682 ​ 225,822 Total revenues ​ 2,257,083 ​ 1,836,332 ​ 1,759,836 Costs and expenses: ​ ​ ​ ​ ​ ​ Cost of revenues (2) ​ 403,841 ​ 400,585 ​ 374,279 Sales and marketing (2) ​ 591,682 ​ 477,107 ​ 461,421 Product development (2) ​ 430,673 ​ 415,190 ​ 333,628 General and administrative (2) ​ 133,475 ​ 52,806 ​ 117,574 Impairment of intangible assets ​ — ​ 10,176 ​ — Total costs and expenses ​ 1,559,671 ​ 1,355,864 ​ 1,286,902 Income from operations ​ 697,412 ​ 480,468 ​ 472,934 Income (loss) from equity method investments ​ 14,217 ​ (24,069) ​ 13,392 Realized gain (loss) from investments ​ 3,243 ​ 1,591 ​ (766) Fair value changes through earnings on investments, net ​ (72,787) ​ (243,619) ​ 43,002 Investment related impairment and provision ​ (106,800) ​ (71,081) ​ (23,642) Interest income ​ 77,280 ​ 105,434 ​ 118,209 Interest expense ​ (71,006) ​ (71,598) ​ (120,070) Other income (loss), net ​ 9,159 ​ (49,040) ​ (277) Income before income tax expenses ​ 550,718 ​ 128,086 ​ 502,782 Less: income tax expenses ​ 138,841 ​ 30,277 ​ 145,287 Net income ​ 411,877 ​ 97,809 ​ 357,495 Less: Net income (loss) attributable to non-controlling interests and redeemable non-controlling interests ​ (16,442) ​ 12,254 ​ 2,095 Accretion to redeemable non-controlling interests ​ — ​ — ​ 12,802 Net income attributable to Weibo’s shareholders ​ 428,319 ​ 85,555 ​ 342,598 ​ ​ ​ ​ ​ ​ ​ Shares used in computing net income per share attributable to Weibo’s shareholders: ​ ​ ​ ​ ​ ​ Basic ​ 228,814 ​ 235,164 ​ 235,560 Diluted ​ 230,206 ​ 236,407 ​ 239,974 Income per ordinary share: ​ ​ ​ ​ ​ ​ Basic ​ 1.87 ​ 0.36 ​ 1.45 Diluted ​ 1.86 ​ 0.36 ​ 1.43 Income per ADS (3) : ​ ​ ​ ​ ​ ​ Basic ​ 1.87 ​ 0.36 ​ 1.45 Diluted ​ 1.86 ​ 0.36 ​ 1.43 (1) For the years ended December 31, 2021, 2022 and 2023, we recorded US$139.6 million, US$107.0 million and US$111.6 million, respectively, in advertising and marketing revenues from Alibaba as an advertiser.
As the size of our user base increases to an even larger scale and as we become more penetrated in China, our user growth rate may decrease, or not to continue to grow at all. Due to the media nature of our platform, the growth of our users may not be linear.
Due to the size and scale we have achieved, our user base may decrease, not continue to grow as quickly or at all. Due to the media nature of our platform, the growth of our users may not be linear.
In addition, certain of our other PRC entities also qualify as a “software enterprise,” and/or “high and new technology enterprise,” and currently enjoy the respective preferential tax treatments.
The “High and New Technology Enterprise” qualification is subject to annual evaluation and a three-year review by the authorities in China. In addition, certain of our other PRC entities also qualify as a “software enterprise,” and/or “High and New Technology Enterprise,” and currently enjoy the respective preferential tax treatments.
We expect our product development expenses to increase in absolute amount in the foreseeable future. ● General and Administrative . Our general and administrative expenses decreased by 60% from US$133.5 million in 2021 to US$52.8 million in 2022.
Our general and administrative expenses decreased by 60% from US$133.5 million in 2021 to US$52.8 million in 2022.
Our principal sources of liquidity have been net proceeds from cash from operations, issuance of unsecured senior notes, public offerings of our ordinary shares, long-term loans, and other financing activities. ● The increase in our cash, cash equivalents and short-term investments as of December 31, 2022 compared to that of December 31, 2021, was primarily due to US$564.1 million in cash provided by operating activities, proceeds from long-term loan, net of issuance cost of US$880.4 million, partially offset by US$900.0 million cash paid upon the maturity of 2022 Notes and cash paid to investments of US$193.8 million.
Our principal sources of liquidity have been net proceeds from cash from operations, issuance of unsecured senior notes and convertible senior notes, public offerings of our ordinary shares, long-term loans, and other financing activities. ● The increase in our cash, cash equivalents and short-term investments as of December 31, 2023 compared to that of December 31, 2022, was primarily due to US$672.8 million in cash provided by operating activities, proceeds from disposal of/refund of prepayment on long-term investments of US$347.8 million and proceeds from the offering of 2030 Convertible Notes (net of issuance cost paid) of US$321.7 million, partially offset by cash paid on long-term investments of US$602.7 million, cash paid for acquisitions (net of cash acquired) of US$243.4 million, dividends paid to shareholders of US$200.1 million and repayment of 2027 Loans of US$100.0 million.
As of December 31, 2021, our consolidated entities within China held US$1,497.4 million of cash, cash equivalents and short-term investments, including US$294.0 million held by the VIEs and the subsidiaries of VIEs. The remaining cash and short-term investments balance of US$1,637.4 million was held by our entities outside China.
As of December 31, 2023, our consolidated affiliated entities within China held US$1,877.8 million of cash, cash equivalents and short-term investments, including US$661.4 million held by the VIEs and the subsidiaries of VIEs.
For additional information regarding the impairment investment accounted for using the measurement alternative, see “ Note 4. Long-term Investment ” in the accompanying notes to consolidated financial statements included in this annual report on Form 20-F. 134 Table of Contents Allowance for credit losses – Loans to and interest receivable from other related parties Nature of the estimates required .
Significant Accounting Policies ” in the accompanying notes to consolidated financial statements included in this annual report on Form 20-F. Allowance for credit losses – Loans to and interest receivable from other related parties Nature of the estimates required.
As of December 31, 2020, and 2021, our Hong Kong subsidiary had a net operating loss of US$10.4 million and US$0.8 million, respectively, which can be carried forward indefinitely to offset future taxable income.
As of December 31, 2023, Weibo HK had a net operating loss of US$2.4 million, which can be carried forward indefinitely to offset future taxable income.
Weibo Technology was entitled to a tax reduction of US$55.1 million, US$55.1 million and US$26.9 million for the HNTE status in 2020, 2021 and 2022, respectively. Weibo Technology further recognized preferential tax treatment of “key software enterprise” status and tax benefit of research and development super deduction of US$26.6 million for 2019 in 2020.
Weibo Technology was entitled to a tax reduction of US$55.1 million, US$26.9 million and US$42.2 million for the “High and New Technology Enterprise” status in 2021, 2022 and 2023, respectively. Weibo Technology recognized tax benefits of research and development super deduction of US$41.4 million, US$26.9 million and US$22.2 million in 2021, 2022 and 2023, respectively.
Our capital expenditures primarily consist of purchases of servers, computers, and other office equipment. Our capital expenditures were US$34.8 million in 2020, US$35.1 million in 2021 and US$43.1 million in 2022. We will continue to make capital expenditures to meet the expected growth of our business.
Our capital expenditures were US$35.1 million in 2021, US$43.1 million in 2022 and US$36.8 million in 2023. We will continue to make capital expenditures to meet the expected growth of our business. Our operating lease obligations consist of the commitments under the lease agreements for our office premises.
Research and Development, Patents and Licenses, etc. Our success has benefited from our continuous efforts in protecting our intellectual property, including patents, trademarks, copyrights and trade secrets. See “Item 4. Information on the Company—B. Business Overview—Intellectual Property” for a description on the protection of our intellectual property. D.
The WFOE has not paid dividends in the years ended December 31, 2021 and 2022. C. Research and Development, Patents and Licenses, etc. Our success has benefited from our continuous efforts in protecting our intellectual property, including patents, trademarks, copyrights and trade secrets. See “Item 4. Information on the Company—B.
Moreover, one of Alibaba’s subsidiaries engaged in the business of advertising agency and contributed another US$36.6 million and US$41.7 million and US$0.2 million to our total revenues for the three-year period ended December 31, 2022. ​ 126 Table of Contents (2) Stock-based compensation was allocated in costs and expenses as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ 2020 2021 2022 ​ ​ (In US$ thousands) Cost of revenues 5,384 8,112 9,417 Sales and marketing 9,983 15,292 18,910 Product development 33,093 43,622 55,294 General and administrative 18,645 20,970 28,092 Total 67,105 87,996 111,713 (3) Each ADS represents one Class A ordinary share.
The subsidiary of Alibaba did not provide advertising agent service to us for the year ended December 31, 2023. 123 Table of Contents (2) Stock-based compensation was allocated in costs and expenses as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ 2021 2022 2023 ​ ​ (In US$ thousands) Cost of revenues 8,112 9,417 8,933 Sales and marketing 15,292 18,910 16,528 Product development 43,622 55,294 51,441 General and administrative 20,970 28,092 24,229 Total 87,996 111,713 101,131 (3) Each ADS represents one Class A ordinary share.
For the year ended December 31, 2022, Weibo HK earned a profit and utilized all the net operating loss carried forward from previous years. 123 Table of Contents PRC Our PRC subsidiaries, VIEs and VIEs’ subsidiaries are incorporated in China and are subject to enterprise income tax on their taxable income in China at a standard rate of 25% if they are not eligible for any preferential tax treatment.
PRC Our PRC subsidiaries, the VIEs and the VIEs’ subsidiaries are incorporated in mainland China and are subject to enterprise income tax on their taxable income in mainland China at a standard rate of 25% if they are not eligible for any preferential tax treatment.
The decrease was mainly resulting from a decrease of US$107.6 million in marketing spend and promotional activities due to more disciplined channel investments, and a decrease of US$10.3 million in personnel-related expenses. We expect our sales and marketing expenses to increase in absolute amount in the foreseeable future. ● Product Development .
Our sales and marketing expenses decreased by 19% from US$591.7 million in 2021 to US$477.1 million in 2022. The decrease mainly resulted from a decrease of US$107.6 million in marketing spend and promotional activities due to more disciplined channel investments, and a decrease of US$10.3 million in personnel-related expenses. 125 Table of Contents ● Product Development.
On August 22, 2022, we signed a five-year US$1.2 billion term and revolving facilities agreement with a group of 23 arrangers. The facilities consist of a US$900 million five-year bullet maturity term loan and a US$300 million five-year revolving facility. In the fourth quarter of 2022, we have fully withdrawn the US$900 million five-year bullet maturity term loan.
In August 2022, we signed a five-year US$1.2 billion term and revolving facilities agreement with a group of 23 arrangers. The facilities consist of a US$900 million five-year bullet maturity term loan and a US$300 million five-year revolving facility. Each loan bears a floating rate of interest per annum benchmarked against secured overnight financing rate (SOFR) plus 1.28%.
The difference between net cash provided by operating activities and our net income of US$314.6 million in 2020 was primarily due to a non-cash investment related impairment of US$212.0 million, and a decrease of US$148.9 million in amount due from SINA, a non-cash charge of US$67.1 million of stock-based compensation, a charge of US$53.1 million of provision of allowance for credit losses, an increase of US$62.4 million in accrued and other liabilities, and a decrease of US$54.7 million in accounts receivable due from other related parties, partially offset by an increase of US$75.7 million in accounts receivable due from third parties, an increase of US$68.3 million in accounts receivable due from Alibaba, a non-cash gain of US$35.1 million from fair value change of investments, and an increase of US$30.5 million in prepaid expenses and other current assets.
The difference between net cash provided by operating activities and our net income of US$357.5 million in 2023 was primarily due to a non-cash charge of US$101.1 million of stock-based compensation, a non-cash charge of US$58.5 million of depreciation and amortization, an increase of US$40.7 million in income taxes payable, a decrease of US$30.7 million in amount due from SINA, a non-cash charge of US$24.0 million deferred income taxes, a non-cash investment related impairment and provision of US$23.6 million, an increase of US$19.7 million in accounts payable, and a non-cash charge of US$19.1 million of provision of allowance for credit losses, partially offset by a non-cash gain of US$43.0 million from fair value change of investments.
Significant Accounting Policies ” in the accompanying notes to consolidated financial statements included in this annual report on Form 20-F. Impairment Accounted for under Measurement Alternative Nature of Estimates Required.
Significant Accounting Policies” in the accompanying notes to consolidated financial statements included in this annual report on Form 20-F.
The cultural business construction fees were exempted for the fiscal years of 2020 and 2021 as part of the measures taken by the government to ease the negative impact from the COVID-19 pandemic. As a result, we were exempt from payment of cultural business construction fees of US$24.6 million in 2020 and US$28.7 million in 2021.
Moreover, as part of the measures taken by the government to ease the negative impact from COVID-19 pandemic, the cultural business construction fees were exempted for the fiscal years of 2021 and restored to 1.5% since the fiscal year of 2022.
We offer a wide range of advertising and marketing solutions to our customers, ranging from large brand advertisers to small medium-sized enterprises, enabling them to promote their brands, products and services to our users. Advertising and marketing services contribute to the majority of our revenues, mainly including the sale of social display advertisements and promoted feeds.
The ratio of average DAUs to MAUs remained stable at 43% during the periods presented above. We offer a wide range of advertising and marketing solutions to our customers, ranging from large brand advertisers to small medium-sized enterprises, enabling them to promote their brands, products and services to our users.
Commencing from the year of assessment 2018/2019, the first HK$2 million of profits earned by entities incorporated in Hong Kong will be taxed at half the current tax rate (i.e., 8.25)% while the remaining profits will continue to be taxed at the existing 16.5% tax rate.
The first HK$2 million of profits earned by entities incorporated in Hong Kong will be taxed at the rate of 8.25% while the remaining profits will be taxed at the rate of 16.5%. Hong Kong does not impose a withholding tax on dividends.
The remaining cash and short-term investments balance of US$1,344.8 million was held by our entities outside China. ● The decrease in our cash, cash equivalents and short-term investments as of December 31, 2021 compared to that of December 31, 2020, was primarily due to cash paid to investments of US$1,593.9 million, and prepayment for purchase of SINA Plaza of US$132.5 million, partially offset by US$814.0 million in cash provided by operating activities, proceeds from the disposal of and refund from investments of US$447.4 million and net repayment of loan by SINA of US$80.4 million.
The remaining cash and short-term investments balance of US$1,347.9 million was held by our entities outside China. ● The increase in our cash, cash equivalents and short-term investments as of December 31, 2022 compared to that of December 31, 2021, was primarily due to US$564.1 million in cash provided by operating activities, proceeds from 2027 Loans, net of issuance cost of US$880.4 million, partially offset by US$900.0 million cash paid upon the maturity of our 1.25% convertible notes due 2022 and cash paid to investments of US$193.8 million.
Cayman Islands According to Maples and Calder (Hong Kong) LLP, our Cayman Islands counsel, the Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation, and there is no taxation in the nature of inheritance tax or estate duty.
Taxation We generate the majority of our operating income from our PRC operations and have recorded income tax provisions for the periods presented. 120 Table of Contents Cayman Islands According to Maples and Calder (Hong Kong) LLP, our Cayman Islands counsel, the Cayman Islands currently levies no taxes on corporations based upon profits, income, gains or appreciation.
Revenues generated from Alibaba as an advertiser was US$139.6 million in 2021, compared to US$152.0 million in 2020. The advertising spending from Alibaba highly correlates to its own business operation, especially its marketing strategies, which fluctuates from time to time. ● Value-added Services Revenues .
The advertising spending from Alibaba highly correlates to its own business operation, especially its marketing strategies, which fluctuates from time to time. 124 Table of Contents ● Value-added Services Revenues.
The total number of advertisers was 1.0 million in 2021, compared to 1.6 million in 2020, while the average spending per advertiser (excluding Alibaba) increased by 125% from US$825 in 2020 to US$1,860 in 2021, both of which were primarily due to the churn of individual customers with relatively lower advertising budgets. 127 Table of Contents Revenues from advertising customers (excluding Alibaba) increased by 38% from US$1,334.2 million in 2020 to US$1,841.2 million in 2021, mainly attributable to a broad-based increase in advertising demand, strong sales execution and solid recovery of our advertising business post the COVID-19 pandemic outbreak in 2020.
The total number of advertisers was 0.7 million in 2023, compared to 1.0 million in 2022, while the average spending per advertiser (excluding Alibaba) increased by 38% from US$1,552 in 2022 to US$2,142 in 2023, both of which were primarily due to the churn of individual customers with relatively lower advertising budgets.

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Biggest changeThe plan administrator may at any time terminate the operation of the 2023 Plan. 140 Table of Contents The following table summarizes, as of March 31, 2023, the outstanding options and restricted share units that we granted to our directors, executive officers and other grantees in the aggregate under the 2014 Plan and 2023 Plan: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ordinary Shares ​ ​ ​ ​ ​ ​ ​ ​ Underlying ​ ​ ​ ​ ​ ​ ​ ​ Outstanding ​ ​ ​ ​ ​ ​ ​ ​ Options and ​ ​ ​ ​ ​ ​ ​ ​ Restricted ​ Exercise Price ​ ​ ​ Expiration Name Share Units (US$/Share) Grant Date Date Charles Chao * ​ US$21.15 March 16, 2022 March 17, 2029 Hong Du * (1) ​ ​ From November 22, 2018 to July 27, 2021 — Pen Hung Tung — ​ — — — Pehong Chen ​ * (1) ​ ​ ​ From November 22, 2018 to January 6, 2023 ​ — Pochin Christopher Lu * (1) ​ — August 13, 2020 — Gaofei Wang * (1) ​ — From November 22, 2018 to March 1, 2023 — ​ ​ * ​ US$21.15 ​ March 16, 2022 ​ March 17, 2029 Yan Wang * (1) ​ — May 10, 2021 — Fei Cao * (1) ​ — From November 22, 2018 to March 1, 2023 — ​ ​ * ​ US$21.15 ​ March 16, 2022 ​ March 17, 2029 Wei Wang * (1) ​ — From March 27, 2019 to March 1, 2023 — ​ * ​ US$21.15 March 16, 2022 March 17, 2029 Zenghui Cao * ​ US$32.68 August 14, 2020 August 14, 2027 ​ * (1) ​ — From June 3, 2019 to March 1, 2023 — ​ ​ * ​ US$21.15 ​ March 16, 2022 ​ March 17, 2029 Jingdong Ge ​ * ​ US$32.68 ​ August 14, 2020 ​ August 14, 2027 ​ ​ * (1) ​ — ​ From August 14, 2020 to March 1, 2023 ​ — ​ ​ * ​ US$21.15 ​ March 16, 2022 ​ March 17, 2029 Other grantees * ​ US$32.68 August 14, 2020 August 14, 2027 ​ ​ * ​ US$21.15 ​ March 16, 2022 ​ March 17, 2029 ​ 3,347,161 (1) ​ ​ From June 3, 2019 to January 6, 2023 ​ Total 10,298,646 ​ ​ ​ ​ * Less than one percent of our total outstanding shares.
Biggest changeThe following table summarizes, as of March 31, 2024, the outstanding options and restricted share units that we granted to our directors, executive officers and other grantees in the aggregate under the 2014 Plan and the 2023 Plan: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ordinary Shares ​ ​ ​ ​ ​ ​ ​ ​ Underlying ​ ​ ​ ​ ​ ​ ​ ​ Outstanding ​ ​ ​ ​ ​ ​ ​ ​ Options and ​ ​ ​ ​ ​ ​ ​ ​ Restricted ​ Exercise Price ​ ​ ​ Expiration Name Share Units (US$/Share) Grant Date Date Charles Chao * ​ US$21.15 March 16, 2022 March 17, 2029 Hong Du * (1) ​ — July 27, 2021 — Bo Liu — ​ — — — Pehong Chen ​ * (1) ​ — ​ January 6, 2023 ​ — Pochin Christopher Lu * (1) ​ — August 13, 2020 — Gaofei Wang * (1) ​ — From July 27, 2021 to March 1, 2023 — ​ ​ * ​ US$21.15 ​ March 16, 2022 ​ March 17, 2029 Yan Wang * (1) ​ — May 10, 2021 — Fei Cao * (1) ​ — From August 14, 2020 to March 1, 2023 — ​ ​ * ​ US$21.15 ​ March 16, 2022 ​ March 17, 2029 Wei Wang * (1) ​ ​ From July 27, 2021 to March 1, 2023 — ​ * ​ US$21.15 March 16, 2022 March 17, 2029 Zenghui Cao * (1) ​ — From August 14, 2020 to March 1, 2023 — ​ * ​ US$32.68 August 14, 2020 August 14, 2027 ​ ​ * ​ US$21.15 ​ March 16, 2022 ​ March 17, 2029 ​ ​ * ​ US$3.87 ​ July 6, 2023 ​ July 7, 2030 Jingdong Ge ​ * (1) ​ — ​ From August 14, 2020 to March 1, 2023 ​ — ​ ​ * ​ US$32.68 ​ August 14, 2020 ​ August 14, 2027 ​ * ​ US$21.15 March 16, 2022 March 17, 2029 ​ ​ * ​ US$3.87 ​ July 6, 2023 ​ July 7, 2030 Other grantees * (1) ​ — From June 3, 2019 to January 30, 2024 — ​ ​ * ​ US$32.68 ​ August 14, 2020 ​ August 14, 2027 ​ ​ * ​ US$21.15 ​ March 16, 2022 ​ March 17, 2029 ​ ​ * ​ US$3.87 ​ From July 6, 2023 to October 23, 2023 ​ From July 7, 2030 to October 24, 2030 Total 8,814,743 ​ ​ ​ ​ ​ * Less than one percent of our total outstanding shares.
Compensation Committee . Our compensation committee consists of Mr. Pehong Chen and Mr. Yan Wang, and is chaired by Mr. Chen. Mr. Chen and Mr. Wang satisfy the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq Stock Market.
Our compensation committee consists of Mr. Pehong Chen and Mr. Yan Wang, and is chaired by Mr. Chen. Mr. Chen and Mr. Wang satisfy the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of The Nasdaq Stock Market.
Each holder of Class A ordinary shares is entitled to one vote per share, and each holder of Class B ordinary shares is entitled to three votes per share on all matters subject to a shareholders’ vote.
Each holder of Class A ordinary shares is entitled to one vote per share, and each holder of Class B ordinary shares is entitled to three votes per share on all matters subject to a shareholders’ vote.
As a result of this merger, SINA became a wholly owned subsidiary of Sina Group Holding Company Limited, which is a wholly owned subsidiary of New Wave MMXV Limited (“ New Wave ”), a business company incorporated in the British Virgin Islands and controlled by Mr. Charles Chao.
As a result of this merger, SINA became a wholly owned subsidiary of Sina Group Holding Company Limited, which is a wholly owned subsidiary of New Wave MMXV Limited, a business company incorporated in the British Virgin Islands and controlled by Mr. Charles Chao.
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.
Exercise Price and Purchase 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.
Chen satisfy the “independence” requirements of Rule 5605(c)(2) of the Listing Rules of the Nasdaq Stock Market and meet the independence standards under Rule 10A-3 under the Exchange Act. We have determined that Mr.
Lu and Mr. Chen satisfy the “independence” requirements of Rule 5605(c)(2) of the Listing Rules of The Nasdaq Stock Market and meet the independence standards under Rule 10A-3 under the Exchange Act. We have determined that Mr.
Each executive officer has agreed to hold, both during and after the termination or expiry of his or her employment agreement, in strict confidence and not to use, except as required in the performance of his or her duties in connection with the employment, any of our confidential information or trade secrets, any confidential information or trade secrets of our clients or prospective clients, or the confidential or proprietary information of any third party received by us and for which we have confidential obligations.
Each executive officer has agreed to hold, both during and after the termination or expiry of his or her employment agreement, in strict confidence and not to use, except as required in the performance of his or her duties in connection with the employment, any of our confidential information or trade secrets, any confidential information or trade secrets of our clients or prospective clients, or the confidential or proprietary information of any third party we received and for which we have confidential obligations.
Our PRC subsidiaries, the VIEs and their subsidiaries are required by law to make contributions equal to certain percentages of each employee’s salary for his or her pension insurance, medical insurance, unemployment insurance and other statutory benefits and a housing provident fund. 138 Table of Contents Employment Agreements We have entered into employment agreements with our senior executive officers.
Our PRC subsidiaries, the VIEs and their subsidiaries are required by law to make contributions equal to certain percentages of each employee’s salary for his or her pension insurance, medical insurance, unemployment insurance and other statutory benefits and a housing provident fund. 135 Table of Contents Employment Agreements We have entered into employment agreements with our senior executive officers.
Following such a declaration being made, subject to any separate requirement for audit committee approval under applicable law or the Listing Rules of the Nasdaq, and unless disqualified by the chairman of the relevant board meeting, a director may vote in respect of any contract or proposed contract or arrangement in which such director is interested and may be counted in the quorum at such meeting.
Following such a declaration being made, subject to any separate requirement for audit committee approval under applicable law or the Listing Rules of Nasdaq, and unless disqualified by the chairman of any specific board meeting, a director may vote in respect of any contract or proposed contract or arrangement in which such director is interested and may be counted in the quorum at such meeting.
As of the date of this document, New Wave was owned as to 61.2% by Mr. Charles Chao, 30.0% by Mr. Yunli Liu and the remaining shares were held by other senior management members of SINA and Weibo, including Ms. Hong Du, Mr. Gaofei Wang and Ms.
As of the date of this document, New Wave MMXV Limited was owned as to 61.2% by Mr. Charles Chao, 30.0% by Mr. Yunli Liu and the remaining shares were held by other senior management members of SINA and Weibo, including Ms. Hong Du, Mr. Gaofei Wang and Ms.
Our Class B ordinary shares are convertible at any time by the holder into Class A ordinary shares on a one-for-one basis, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. F. Disclosure of A Registrant’s Action to Recover Erroneously Awarded Compensation Not applicable. ​ 146 Table of Contents
Our Class B ordinary shares are convertible at any time by the holder into Class A ordinary shares on a one-for-one basis, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. ​ F. Disclosure of A Registrant’s Action to Recover Erroneously Awarded Compensation Not applicable. ​ 142 Table of Contents
Share Ownership The following table sets forth information concerning the beneficial ownership of our ordinary shares as of March 31, 2023, by: ● each of our directors and executive officers; and ● each person known to us to beneficially own more than 5% of our total ordinary shares issued and outstanding.
Share Ownership The following table sets forth information concerning the beneficial ownership of our ordinary shares as of March 31, 2024, by: ● each of our directors and executive officers; and ● each person known to us to beneficially own more than 5% of our total ordinary shares issued and outstanding.
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 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.
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 control and any special audit steps adopted in light of 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. 138 Table of Contents Compensation Committee.
Pehong Chen has served as our independent director since January 2016. Before that he served as a director of SINA between March 1999 and December 2015. Dr. Pehong Chen is Founder and Chairman of BroadVision Group, a global holding company that incubates and invests in cloud, AI, fintech, medtech, biotech, healthtech, and other innovative technologies and digital transformation initiatives.
Pehong Chen has served as our independent director since January 2016. Before that he served as a director of SINA between March 1999 and December 2015. Dr. Pehong Chen is Founder and Chairman of BroadVision Group, a global holding company that incubates and invests in cloud, AI, fintech, medtech, biotech, health-tech, and other innovative technologies and digital transformation initiatives.
Related Party Transactions—Our Relationship with Alibaba.” ​ 143 Table of Contents Board Diversity Matrix ​ Board Diversity Matrix (As of March 31, 2023) Country of Principal Executive Offices: People’s Republic of China Foreign Private Issuer Yes Disclosure Prohibited Under Home Country Law No Total Number of Directors 7 ​ Female Male Non-Binary Did Not Disclose Gender Part I: Gender Identity Directors 1 6 0 0 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction - LGBTQ+ - Did Not Disclose Demographic Background 1 ​ D.
Related Party Transactions—Our Relationship with Alibaba.” ​ 139 Table of Contents Board Diversity Matrix Board Diversity Matrix (As of March 31, 2024) Country of Principal Executive Offices: People’s Republic of China Foreign Private Issuer Yes Disclosure Prohibited Under Home Country Law No Total Number of Directors 7 ​ Female Male Non-Binary Did Not Disclose Gender Part I: Gender Identity Directors 1 6 0 0 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction — LGBTQ+ — Did Not Disclose Demographic Background — ​ D.
Cao holds a B.S. in engineering and an EMBA degree from Shanghai Jiaotong University. She is a certified public accountant in China and a member of the China Institute of Certified Public Accountants. Wei Wang has served as our Chief Operating Officer since March 2021. Mr. Wang has been in charge of SINA Mobile’s business since January 2019.
Cao holds a B.S. in engineering and an EMBA degree from Shanghai Jiao Tong University. She is a certified public accountant in China and a member of the China Institute of Certified Public Accountants. Wei Wang has served as our Chief Operating Officer since March 2021. Mr. Wang has been in charge of SINA Mobile’s business since January 2019.
Bonnie Yi Zhang, each of whom held less than 5% of the total share capital of New Wave. All the voting shares in New Wave were held by Mr. Charles Chao, and the rest were all non-voting shares.
Bonnie Yi Zhang, each of whom held less than 5% of the total share capital of New Wave MMXV Limited. All the voting shares in New Wave MMXV Limited were held by Mr. Charles Chao, and the rest were all non-voting shares.
Du has served as SINA’s Co-President and Chief Operating Officer. Ms. Du joined SINA in November 1999 and worked in Business Development until April 2004. From May 2004 to January 2005, Ms. Du served as Deputy General Manager of 1Pai.com, a joint venture between SINA and Yahoo! Ms.
Since February 2013, Ms. Du has served as SINA’s Co-President and Chief Operating Officer. Ms. Du joined SINA in November 1999 and worked in Business Development until April 2004. From May 2004 to January 2005, Ms. Du served as Deputy General Manager of 1Pai.com, a joint venture between SINA and Yahoo! Ms.
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, employees of our parent company and subsidiaries. Term of the Awards .
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, employees of our parent company and subsidiaries. 136 Table of Contents Term of the Awards.
In the event that SINA defaults under the SINA Facility Agreement, the Security Agent may exercise its rights and remedies in respect of the pledge, including the right to sell and/or foreclose on the shares subject to the pledge, which potentially could cause a change in control in our company.
In the event that SINA defaults under the facility agreement governing SINA’s loan, the security agent may exercise its rights and remedies in respect of the pledge, including the right to sell and/or foreclose on the shares subject to the pledge, which potentially could cause a change in control in our company.
Mr. Wang is a director of DiDi Global Inc. since June 2021. Mr. Wang holds a B.S. degree in Computer Science from Peking University and an EMBA degree from Guanghua School of Management of Peking University. Yan Wang has served as our independent director since May 2021.
Mr. Wang is a director of DiDi Global Inc. since June 2021. Mr. Wang holds a B.S. degree in Computer Science from Peking University and an EMBA degree from Guanghua School of Management of Peking University. 134 Table of Contents Yan Wang has served as our independent director since May 2021.
The staff expenses related to the independent contractors recorded in 2022 was not significant. 144 Table of Contents We believe that we maintain a good working relationship with our employees and labor union in Beijing, and we have not experienced any material labor disputes. E.
The staff expenses related to the independent contractors recorded in 2023 was not significant. 140 Table of Contents We believe that we maintain a good working relationship with our employees and labor union in Beijing, and we have not experienced any material labor disputes. E.
(1) Restricted share units. C. Board Practices Our board of directors consists of seven directors. A director is not required to hold any shares in our company to qualify to serve as a director.
(1) Restricted share units. 137 Table of Contents C. Board Practices Our board of directors consists of seven directors. A director is not required to hold any shares in our company to qualify to serve as a director.
Previously, he was Founder, President, and CEO of BroadVision, Inc. (Nasdaq: BVSN; acquired by Aurea Software in 2020) from 1993-2020 and of Gain Technology, Inc. (acquired by Sybase in 1992) from 1988-1992. Mr.
Previously, he was Founder, President, and CEO of BroadVision, Inc. (acquired by Aurea Software in 2020) from 1993 to 2020 and of Gain Technology, Inc. (acquired by Sybase in 1992) from 1988 to 1992. Mr.
Wang has also served as the independent non-executive director, the Chairman of the remuneration committee, the member of the audit committee and the nomination committee of a Hong Kong Stock Exchange-listed company, Viva China Holdings Limited (HKEX: 8032), since July 2017. Mr.
Wang has also served as the independent non-executive director, the Chairman of the remuneration committee, the member of the audit committee and the nomination committee of a Hong Kong Stock Exchange-listed company, Viva Goods Company Limited (HKEX: 0933) (formerly known as Viva China Holdings Limited), since July 2017. Mr.
Transfer Restrictions . Unless otherwise provided by applicable law and by the award agreement, awards under the 2023 Plan may not be transferred in any manner by the award holders and may be exercised only by such holders, subject to limited exceptions. Termination .
Transfer Restrictions. Unless otherwise provided by applicable law and by the award agreement, awards under the 2023 Plan may not be transferred in any manner by the award holders and may be exercised only by such holders, subject to limited exceptions. Termination. The plan administrator may at any time terminate the operation of the 2023 Plan.
Any director appointed by the board to fill a vacancy or as a new addition to the board shall hold office only until our next annual general meeting and shall then be eligible for re-election at that meeting.
Any director appointed by the board to fill a vacancy or as a new addition to the board shall hold office only until our first annual general meeting after his or her appointment and shall then be eligible for re-election at that meeting.
Pen Hung Tung was appointed as a director of our company pursuant to the Shareholders Agreement by Ali WB, SINA and us. B. Compensation For the year ended December 31, 2022, we paid an aggregate of approximately US$3.2 million in cash and benefits to our executive officers, and we did not pay any cash compensation to our non-executive directors.
Bo Liu was appointed as a director of our company pursuant to the Shareholders Agreement by Ali WB, SINA and us. B. Compensation For the year ended December 31, 2023, we paid an aggregate of approximately US$3.9 million in cash and benefits to our executive officers, and we did not pay any cash compensation to our non-executive directors.
Wang holds a B.A. in Law and Master in International Relations from the University of Paris II. 137 Table of Contents Fei Cao has served as our Chief Financial Officer since March 2021. Ms. Cao served as our Vice President, Finance from August 2017 to March 2021. Prior to that, Ms.
Wang holds a B.A. in Law and Master in International Relations from the Université Paris-Panthéon-Assas (formerly known as University of Paris II). Fei Cao has served as our Chief Financial Officer since March 2021. Ms. Cao served as our Vice President, Finance from August 2017 to March 2021. Prior to that, Ms.
Please see “Risk Factors—Risks Relating to Our Carve-out from SINA and Our Relationship with SINA—SINA has pledged all of its shares in our company to secure a syndicate loan arranged by, among others, Goldman Sachs, and if SINA defaults on the underlying loan, we could experience a change in control.” (5) Represents (i) 58,883,086 Class A ordinary shares and (ii) 9,000,000 Class A ordinary shares represented by ADSs.
Please see “Risk Factors—Risks Relating to Our Relationship with SINA—SINA has pledged all of the Class B ordinary shares held by it in our company to secure a syndicate loan, and if SINA defaults on the underlying loan, we could experience a change in control.” (5) Represents (i) 58,883,086 Class A ordinary shares and (ii) 9,000,000 Class A ordinary shares represented by ADSs.
A retiring director shall retain office until the close of the meeting at which he retires, and shall be eligible for re-election at the annual general meeting. A director may be removed at any time before the expiration of his period of office by an ordinary resolution of our shareholders.
A retiring director shall retain office until the close of the meeting at which he retires, and shall be eligible for re-election at the annual general meeting. A director (including a managing director or executive director) may be removed at any time before the expiration of this director’s term of office by an ordinary resolution of our shareholders.
To our knowledge, as of March 31, 2023, we had 29,153,245 ordinary shares outstanding on an as converted basis that were held by 27 record holders in the United States, including the depositary of our ADS program.
To our knowledge, as of March 31, 2024, we had 34,141,459 ordinary shares outstanding on an as converted basis that were held by 27 record holders in the United States, including the depositary of our ADS program.
Employees We had 5,073, 6,147 and 5,935 employees, respectively as of December 31, 2020, 2021 and 2022. Our employees are mainly based in Beijing, Shanghai, Tianjin and Zhengzhou.
Employees We had 6,147, 5,935 and 5,268 employees, respectively as of December 31, 2021, 2022 and 2023. Our employees are mainly based in Beijing, Shanghai, Tianjin and Xi’an.
There are no family relationships among any of the directors or executive officers of our company. ​ ​ ​ ​ ​ ​ Name Age Position Charles Guowei Chao 57 Chairman of the Board of Directors Hong Du 51 Director Pen Hung Tung 53 Director Pochin Christopher Lu ​ 64 ​ Independent Director Pehong Chen 65 Independent Director Gaofei Wang 44 Director and Chief Executive Officer Yan Wang 50 Independent Director Fei Cao ​ 48 ​ Chief Financial Officer Wei Wang ​ 49 ​ Chief Operating Officer Zenghui Cao 45 Senior Vice President, Operation Jingdong Ge ​ 50 ​ Senior Vice President, Advertising Business ​ Charles Guowei Chao has served as our Chairman of the board of directors since our inception.
There are no family relationships among any of the directors or executive officers of our company. ​ ​ ​ ​ ​ ​ Name Age Position Charles Guowei Chao 58 Chairman of the Board of Directors Hong Du 52 Director Bo Liu 43 Director Pochin Christopher Lu ​ 65 ​ Independent Director Pehong Chen 66 Independent Director Gaofei Wang 45 Director and Chief Executive Officer Yan Wang 51 Independent Director Fei Cao ​ 49 ​ Chief Financial Officer Wei Wang ​ 50 ​ Chief Operating Officer Zenghui Cao 46 Senior Vice President, Operation Jingdong Ge ​ 51 ​ Senior Vice President, Advertising Business ​ 133 Table of Contents Charles Guowei Chao has served as our Chairman of the board of directors since our inception.
The following table sets forth the numbers of our employees categorized by function as of December 31, 2022: ​ ​ ​ ​ Function: Number of Employees Operations 1,646 Sales, customer service and marketing 1,557 Product development 2,582 General administration and human resources 150 Total 5,935 ​ The employee numbers in this “Item 6. Directors, Senior Management and Employees—D.
The following table sets forth the numbers of our employees categorized by function as of December 31, 2023: ​ ​ ​ ​ Function: Number of Employees Operations 1,336 Sales, customer service and marketing 1,483 Product development 2,284 General administration and human resources 165 Total 5,268 ​ The employee numbers in this “Item 6. Directors, Senior Management and Employees—D.
Chao holds a B.A. in Journalism from Fudan University in Shanghai, China, an M.A. degree from the University of Oklahoma and a Master of Professional Accounting degree from the University of Texas at Austin. 136 Table of Contents Hong Du has served as our director since January 2014. Since February 2013, Ms.
Chao has served as a director of Leju Holdings Ltd. since 2014. Mr. Chao holds a B.A. in Journalism from Fudan University in Shanghai, China, an M.A. degree from the University of Oklahoma and a Master of Professional Accounting degree from the University of Texas at Austin. Hong Du has served as our director since January 2014.
Ms. Du is a director of Playtika Holding Corp. (Nasdaq: PLTK) since January 2022. Ms. Du holds a B.S. in Applied Chemistry from Harbin Institute of Technology and an M.S. in Business Administration from Lincoln University. Pen Hung Tung has served as our director since January 2022. Mr. Tung is currently the Chief Marketing Officer of Alibaba Group. Mr.
Ms. Du is a director of Playtika Holding Corp. (Nasdaq: PLTK) since January 2022. Ms. Du holds a B.S. in Applied Chemistry from Harbin Institute of Technology and an M.S. in Business Administration from Lincoln University. Bo Liu has served as our director since August 2023. Mr.
In March 2023, the 2014 Plan was early terminated and all ordinary shares reserved but unissued as of February 28, 2023 were transferred to the 2023 Plan. 139 Table of Contents 2023 Share Incentive Plan We adopted our 2023 Share Incentive Plan, or the 2023 Plan, in March 2023.
Share Incentive Plans We adopted our 2023 Share Incentive Plan, or the 2023 Plan, in March 2023. Concurrent with the adoption of our 2023 Plan, we terminated a share incentive plan adopted in 2014, or the 2014 Plan, and all ordinary shares reserved but unissued as of February 28, 2023 under the 2014 Plan were transferred to the 2023 Plan.
Ordinary shares reserved but unissued under the 2014 Plan have been transferred to the 2023 Plan. Since the adoption of the 2023 Plan, we have not issued and will not issue any share incentive awards under the 2014 Plan.
Since the adoption of the 2023 Plan, we have not issued and will not issue any share incentive awards under the 2014 Plan.
The calculations in the table below is based on 235,270,805 ordinary shares issued and outstanding as of March 31, 2023, comprising of 147,448,781 Class A ordinary shares and 87,822,024 Class B ordinary shares. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ordinary Shares Beneficially Owned ​ Voting Power ​ ​ Class A ​ Class B ​ Total ​ ​ ​ ​ ​ ​ ​ Ordinary ​ Ordinary ​ Ordinary ​ ​ ​ ​ ​ Shares Shares Shares % (1) % (2) Directors and Executive Officers:** ​ ​ ​ ​ ​ Charles Chao (3) * ​ 87,822,024 ​ 88,367,534 37.6 % 64.2 % Hong Du * ​ — ​ * * * ​ Pen Hung Tung — ​ — ​ — — — ​ Pochin Christopher Lu ​ * ​ — ​ * ​ * ​ * ​ Pehong Chen * ​ — ​ * * * ​ Gaofei Wang * ​ — ​ * * * ​ Yan Wang * ​ — ​ * * * ​ Fei Cao * ​ — ​ * * * ​ Wei Wang * ​ — ​ * * * ​ Zenghui Cao ​ * ​ — ​ * ​ * ​ * ​ Jingdong Ge ​ * ​ — ​ * ​ * ​ * ​ All directors and executive officers as a group 2,972,398 ​ 87,822,024 ​ 90,794,422 38.6 % 64.8 % Principal Shareholders: ​ ​ ​ ​ ​ ​ SINA Corporation (4) — ​ 87,822,024 ​ 87,822,024 37.3 % 64.1 % Ali WB Investment Holding Limited (5) 67,883,086 ​ — ​ 67,883,086 28.9 % 16.5 % Notes: * Less than 1% of our total outstanding shares. ** The business address for Charles Chao and Hong Du is No. 8 SINA Plaza, Courtyard 10, the West, Xibeiwang E.
The calculations in the table below are based on 243,314,778 ordinary shares issued and outstanding as of March 31, 2024, comprising of 155,492,754 Class A ordinary shares and 87,822,024 Class B ordinary shares. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ordinary Shares Beneficially Owned ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ % of ​ ​ ​ Class A ​ Class B ​ Total ​ % of Total ​ Aggregate ​ ​ ​ Ordinary ​ Ordinary ​ Ordinary ​ Ordinary ​ Voting ​ Shares Shares Shares Shares (1) Power (2) Directors and Executive Officers:** ​ ​ ​ ​ ​ Charles Chao (3) * ​ 87,822,024 ​ 88,405,034 ​ 36.3 % 63.0 % Hong Du * ​ — ​ * ​ * ​ * ​ Bo Liu — ​ — ​ — ​ — ​ — ​ Pochin Christopher Lu ​ * ​ — ​ * ​ * ​ * ​ Pehong Chen * ​ — ​ * ​ * ​ * ​ Gaofei Wang * ​ — ​ * ​ * ​ * ​ Yan Wang * ​ — ​ * ​ * ​ * ​ Fei Cao * ​ — ​ * ​ * ​ * ​ Wei Wang * ​ — ​ * ​ * ​ * ​ Zenghui Cao ​ * ​ — ​ * ​ * ​ * ​ Jingdong Ge ​ * ​ — ​ * ​ * ​ * ​ All directors and executive officers as a group 3,364,173 ​ 87,822,024 ​ 91,186,197 ​ 37.4 % 63.6 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Principal Shareholders: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ SINA Corporation (4) — ​ 87,822,024 ​ 87,822,024 ​ 36.1 % 62.9 % Ali WB Investment Holding Limited (5) 67,883,086 ​ — ​ 67,883,086 ​ 27.9 % 16.2 % Notes: * Less than 1% of our total outstanding shares. ** The business address for Charles Chao and Hong Du is No. 8 SINA Plaza, Courtyard 10, the West, Xibeiwang E.
Our board of directors may exercise all our powers of the company to raise or borrow or to secure the payment of any sum or sums of money for the purposes of our company and to mortgage or charge our undertaking, property and assets (present and future) and uncalled capital or any part thereof. 141 Table of Contents Committees of the Board of Directors We have established an audit committee and a compensation committee under the board of directors and adopted a charter for each of these committees.
Our board of directors may exercise all our powers of the company to raise or borrow or to secure the payment of any sum or sums of money for the purposes of our company and to mortgage or charge our undertaking, property and assets (present and future) and uncalled capital or any part thereof.
The compensation committee is responsible for, among other things: ● reviewing and recommending to the board for its approval, the total compensation package for our chief executive officers and the other executive officers; ● approving and overseeing the total compensation package for our non-employee directors; ● reviewing the compensation of our directors and making recommendations to the board with respect to it; and ● 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. 142 Table of Contents 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.
The compensation committee is responsible for, among other things: ● reviewing and recommending to the board for its approval, the total compensation package for our chief executive officers and the other executive officers; ● approving and overseeing the total compensation package for our non-employee directors; ● reviewing the compensation of our directors and making recommendations to the board with respect to it; and ● 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.
(1) For each person and group included in this column, percentage ownership is calculated by dividing the number of ordinary shares beneficially owned by such person or group, including shares that such person or group has the right to acquire within 60 days after March 31, 2023, by the sum of (i) 235,270,805 which is the total number of ordinary shares outstanding as of 145 Table of Contents March 31, 2023 and (ii) the number of ordinary shares that such person or group has the right to acquire within 60 days after March 31, 2023.
(1) For each person and group included in this column, percentage ownership is calculated by dividing the number of ordinary shares beneficially owned by such person or group, including shares that such person or group has the right to acquire within 60 days after March 31, 2024, by the sum of (i) 243,314,778 which is the total number of ordinary shares outstanding as of March 31, 2024 and (ii) the number of ordinary shares that such person or group has the right to acquire within 60 days after March 31, 2024. 141 Table of Contents (2) 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 ordinary shares held by such person or group with respect to all of our outstanding Class A and Class B ordinary shares as one class as of March 31, 2024.
The maximum aggregate number of shares which may be issued pursuant to all awards under the 2023 Plan is the sum of 10,000,000 shares and all ordinary shares reserved but unissued as of February 28, 2023 under the 2014 Plan. As of March 31, 2023, 3,007,636 option and 7,291,010 restricted share units were granted and outstanding.
The maximum aggregate number of shares which may be issued pursuant to all awards under the 2023 Plan is 11,622,313, being the sum of 10,000,000 shares and all ordinary shares reserved but unissued as of February 28, 2023 under the 2014 Plan.
The business address of SINA Corporation is SINA Plaza, No. 8 Courtyard 10, the West Xibeiwang E. Road, Haidian District, Beijing 100193, People’s Republic of China.
(4) Represents 87,822,024 Class B ordinary shares held by SINA Corporation. SINA Corporation is incorporated in the Cayman Islands. The business address of SINA Corporation is SINA Plaza, No. 8 Courtyard 10, the West Xibeiwang E. Road, Haidian District, Beijing 100193, People’s Republic of China.
Following the completion of the merger, SINA has ceased to be a reporting company under the Exchange Act and its shares have ceased trading on NASDAQ. In March 2023, SINA entered into the SINA Facility Agreement, under which SINA is entitled to borrow up to US$300 million.
Following the completion of the merger, SINA has ceased to be a reporting company under the Exchange Act and its shares have ceased trading on Nasdaq.
Award Agreement . Options, restricted shares or restricted share units granted under the 2023 Plan are evidenced by an award agreement that sets forth the terms, conditions and limitations for each grant. Exercise Price and Purchase Price .
Our board or a committee of one or more members of our board duly authorized for the purpose of the 2023 Plan can act as the plan administrator. Award Agreement. Options, restricted shares or restricted share units granted under the 2023 Plan are evidenced by an award agreement that sets forth the terms, conditions and limitations for each grant.
Each committee’s members and functions are described below. Audit Committee . Our audit committee consists of Mr. Pochin Christopher Lu and Mr. Pehong Chen, and is chaired by Mr. Lu. Mr. Lu and Mr.
Committees of the Board of Directors We have established an audit committee and a compensation committee under the board of directors and adopted a charter for each of these committees. Each committee’s members and functions are described below. Audit Committee. Our audit committee consists of Mr. Pochin Christopher Lu and Mr. Pehong Chen, and is chaired by Mr. Lu. Mr.
The term for the SINA Facility Agreement is one year, extendable for another one-year period. Shortly thereafter, SINA pledged all shares held by it in our company in favor of the Security Agent.
Shortly thereafter, SINA pledged all of the Class B ordinary shares held by it in our company in favor of the security agent.
(3) Represents 87,822,024 Class B ordinary shares held by SINA Corporation and 545,510 Class A ordinary shares in the form of ADSs held by Charles Chao. (4) Represents 87,822,024 Class B ordinary shares held by SINA Corporation. SINA Corporation is incorporated in the Cayman Islands.
(3) Represents (i) 87,822,024 Class B ordinary shares held by SINA Corporation, (ii) 545,510 Class A ordinary shares in the form of ADSs held by Charles Chao, and (iii) 37,500 Class A ordinary shares issuable upon the exercise of options exercisable within 60 days after March 31, 2024 held by Charles Chao.
Tung received a bachelor’s degree in electrical engineering from Taiwan University and a master’s degree in industrial engineering from University of Michigan, Ann Arbor. Pochin Christopher Lu has served as our independent director since August 2020. Mr.
Liu received his bachelor’s degree in Aviation Mechanical Design from Zhengzhou University of Aeronautics and held an EMBA degree in Business Administration from the Chinese University of Hong Kong. Pochin Christopher Lu has served as our independent director since August 2020. Mr.
The following paragraphs summarize the terms of the 2023 Plan. Types of Awards . The 2023 Plan permits the awards of options, restricted shares and restricted share units. Plan Administration . Our board or a committee of one or more members of our board duly authorized for the purpose of the 2023 Plan can act as the plan administrator.
As of March 31, 2024, an aggregate of 5,049,241 options and 3,765,502 restricted share units were granted and outstanding under the 2014 Plan and the 2023 Plan. The following paragraphs summarize the terms of the 2023 Plan. Types of Awards. The 2023 Plan permits the awards of options, restricted shares and restricted share units. Plan Administration.
Removed
Chao is currently a director of Leju Holdings Ltd., a New York Stock Exchange-listed company (NYSE: LEJU) providing online-to-offline (O2O) real estate services in China. Mr.
Added
Liu is currently the President of Tmall business group of Alibaba’s Taobao and Tmall Group. He was appointed as the Vice President of Alibaba Group in March 2020.
Removed
Tung joined Alibaba Group in January 2016. Before joining Alibaba Group, Mr. Tung was the Chief Executive Officer of VML China from 2010 to 2016 and served as the Vice President of Marketing at PepsiCo China from 2004 to 2010. Mr.
Added
He joined Alibaba in 2005 and held various positions, including the head of Alimama business group of Alibaba’s Taobao and Tmall Group, the head of Taobao and Tmall Marketing Department, the President of Taobao University, General Manager of Juhuasuan, and General Manager of Tmall’s Operations Division. Mr.
Removed
Share Incentive Plans 2010 Share Incentive Plan We adopted our 2010 Share Incentive Plan, or the 2010 Plan, in August 2010 to promote the long-term success of our Company and the creation of shareholder value by offering participants the opportunity to share in such long-term success by acquiring a proprietary interest in our Company.
Added
The awards previously granted and outstanding under the 2014 Plan and the evidencing original award agreements survived the termination of the 2014 Plan and will remain effective until the expiration of their original terms, as may be amended from time to time.
Removed
The maximum aggregate number of shares which may be issued under the 2010 Plan is 35,000,000 ordinary shares. In March 2014, the 2010 Plan was terminated and all ordinary shares reserved but unissued were transferred to the 2014 Plan. 2014 Share Incentive Plan We adopted our 2014 Share Incentive Plan, or the 2014 Plan, in March 2014.
Added
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.
Removed
Ordinary shares reserved but unissued under the 2010 Plan have been transferred to the 2014 Plan. Since the adoption of the 2014 Plan, we have not issued and will not issue any share incentive awards under the 2010 Plan.
Added
In March 2023, SINA entered into a facility agreement with, among others, Goldman Sachs Bank USA as mandated lead arranger and bookrunner, and Citicorp International Limited as facility agent and as security agent, under which SINA is entitled to borrow up to US$300 million.
Removed
The maximum aggregate number of shares which may be issued pursuant to all awards under the 2014 Plan is the sum of 5,647,872 shares and the amount equal to 10% of the total number of our ordinary shares on an as-converted and fully diluted basis as of December 31, 2014.
Removed
(2) 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 ordinary shares held by such person or group with respect to all of our outstanding Class A and Class B ordinary shares as one class as of March 31, 2023.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

37 edited+6 added−16 removed48 unchanged
Biggest changeWe refer to this earlier date as the control ending date. We also have agreed to use our reasonable best efforts to complete our audit and provide SINA with all financial and other information on a timely basis so that SINA may meet its deadlines for its filing of annual and quarterly financial statements.
Biggest changeWe also have agreed to use our reasonable best efforts to complete our audit and provide SINA with all financial and other information on a timely basis so that SINA may meet its deadlines for its filing of annual and quarterly financial statements. 143 Table of Contents Under the master transaction agreement, the parties also agree to cooperate in sharing information and data collected from each party’s business operation, including, without limitation, user information and data relating to user activities.
Moreover, we recorded loans to and interest receivables from other related parties of US$564.9 million at annual interest rates ranging from 4.0% to 5% as of December 31, 2022.
Moreover, we recorded loans to and interest receivables from other related parties of US$564.9 million at annual interest rates ranging from 4.0% to 5.5% as of December 31, 2022.
This agreement can be terminated early or extended by mutual written consent of the parties. The termination of this agreement will not affect the validity and effectiveness of the transitional services agreement, the non-competition agreement and the sales and marketing services agreement.
This agreement can be terminated early or extended by mutual written consent of the parties. The termination of this agreement will not affect the validity and effectiveness of the non-competition agreement and the sales and marketing services agreement.
We have agreed not to compete with SINA during the non-competition period in the businesses currently conducted by SINA, as described in its periodic filings with the SEC, other than the microblogging and social networking business currently operated by us as of the date of the agreement, except for owning non-controlling equity interest in any company competing with SINA.
We have agreed not to compete with SINA during the non-competition period in the businesses currently conducted by SINA, as described in its periodic filings with the SEC, other than the microblogging and social networking business that we operated as of the date of the agreement, except for owning non-controlling equity interest in any company competing with SINA.
On December 23, 2022, Weibo Hong Kong Limited, our wholly owned subsidiary, entered into certain agreement for the sale and purchase of 100% of the equity interest of Sina.com Technology (China) Co., Ltd., with SINA Hong Kong Limited, a wholly owned subsidiary of SINA Corporation, pursuant to which Weibo Hong Kong Limited agrees to purchase all equity interests in Sina.com Technology (China) Co., Ltd., a wholly-owned subsidiary of SINA Hong Kong Limited and the owner of SINA Plaza in Beijing, China, for an aggregate consideration of approximately RMB1.5 billion (US$218.4 million), which was outstanding as of December 31, 2022 and settled in the first quarter of 2023.
On December 23, 2022, Weibo Hong Kong Limited, our wholly owned subsidiary, entered into certain agreement for the sale and purchase of 100% of the equity interest of Sina.com Technology (China) Co., Ltd., with SINA Hong Kong Limited, a wholly owned subsidiary of SINA Corporation, pursuant to which Weibo Hong Kong Limited agrees to purchase all equity interests in Sina.com Technology (China) Co., Ltd., a wholly owned subsidiary of SINA Hong Kong Limited and the owner of SINA Plaza in Beijing, China, for an aggregate consideration of approximately RMB1.5 billion (US$218.4 million), which was settled in the first quarter of 2023.
SINA has agreed not to compete with us during the non-competition period in the business that is of the same nature as the microblogging and social networking business operated by us as of the date of the agreement, except for owning non-controlling equity interest in any company competing with us.
SINA has agreed not to compete with us during the non-competition period in the business that is of the same nature as the microblogging and social networking business that we operated as of the date of the agreement, except for owning non-controlling equity interest in any company competing with us.
See below “Our Relationship with Alibaba—Registration Rights Agreement.” 149 Table of Contents Our Relationship with Alibaba In April 2013, concurrently with forming a strategic alliance with several of our affiliated entities, Alibaba invested US$585.8 million through Ali WB, its wholly owned subsidiary, to purchase our ordinary and preferred shares representing approximately 18% of our then total outstanding shares on a fully diluted basis.
See below “Our Relationship with Alibaba—Registration Rights Agreement.” Our Relationship with Alibaba In April 2013, concurrently with forming a strategic alliance with several of our affiliated entities, Alibaba invested US$585.8 million through Ali WB, its wholly owned subsidiary, to purchase our ordinary and preferred shares representing approximately 18% of our then total outstanding shares on a fully diluted basis.
In 2020, we entered into a series of one-year loan agreements with SINA, pursuant to which SINA is entitled to withdraw loans from us to facilitate SINA’s business operations or to meet SINA’s short term capital needs.
In 2023, we entered into a series of one-year loan agreements with SINA, pursuant to which SINA is entitled to withdraw loans from us to facilitate SINA’s business operations or to meet SINA’s short term capital needs.
See “—Voting Agreement.” Voting Agreement Pursuant to the voting agreement entered into by SINA and Ali WB on April 24, 2014, Ali WB has the right to appoint or nominate such number of directors as is proportional to the percentage of its ownership in our company on a fully diluted basis (such number of directors to be rounded down the closest integer).
See “—Voting Agreement.” 145 Table of Contents Voting Agreement Pursuant to the voting agreement entered into by SINA and Ali WB on April 24, 2014, Ali WB has the right to appoint or nominate such number of directors as is proportional to the percentage of its ownership in our company on a fully diluted basis (such number of directors to be rounded down the closest integer).
Transactions with Other Related Parties During 2022, other than revenues generated from SINA and Alibaba, we recorded US$48.6 million in revenues from other related parties and US$32.3 million in cost and expenses for services received from other related parties.
During 2022, other than revenues generated from SINA and Alibaba, we recorded US$48.6 million in revenues from other related parties and US$32.3 million in cost and expenses for services received from other related parties.
Ali WB may assign its board representation rights to a qualified new investor to whom Ali WB transfers at least 50% of its acquired shares and who meets the requirements set forth in the shareholders agreement and the directors to be appointed by such new qualified investor must meet qualifications set forth in the voting agreement. In January 2022, Mr.
Ali WB may assign its board representation rights to a qualified new investor to whom Ali WB transfers at least 50% of its acquired shares and who meets the requirements set forth in the shareholders agreement and the directors to be appointed by such new qualified investor must meet qualifications set forth in the voting agreement. In August 2023, Mr.
These agreements include a master transaction agreement, a transitional service agreement, a non-competition agreement, and a sales and marketing services agreement. The following are summaries of these agreements and of an intellectual property license agreement that we entered into with SINA in April 2013. Master Transaction Agreement The master transaction agreement contains provisions relating to our carve-out from SINA.
These agreements that are still in effect include a master transaction agreement, a non-competition agreement, and a sales and marketing services agreement. The following are summaries of these agreements and of an intellectual property license agreement that we entered into with SINA in April 2013. Master Transaction Agreement The master transaction agreement contains provisions relating to our carve-out from SINA.
The master transaction agreement also contains indemnification provisions under which we and SINA indemnify each other with respect to breaches of the master transaction agreement or any related inter-company agreement.
The master transaction agreement also contains indemnification provisions under which we and SINA indemnify each other with respect to breaches of the master transaction agreement or any related intercompany agreement.
Organizational Structure—Contractual Arrangements with the VIEs and Their Respective Individual Shareholders” for a description of the contractual arrangements between Weibo Technology, the VIEs and the shareholders of VIEs. Transactions with SINA During 2022, we recorded US$76.9 million in revenues billed through SINA to third parties/for services provided to SINA.
Organizational Structure—Contractual Arrangements with the VIEs and Their Respective Individual Shareholders” for a description of the contractual arrangements between Weibo Technology, the VIEs and the shareholders of VIEs. Transactions with SINA During 2023, we recorded US$66.8 million in revenues billed through SINA to third parties/for services provided to SINA.
We had costs and expenses allocated from SINA of US$43.0 million and US$48.3 million billed by SINA for other costs and expenses associated with Weibo business. In addition, we allocated US$9.7 million to SINA for costs and expenses related to certain of SINA’s activities for which Weibo made the payments.
We had costs and expenses allocated from SINA of US$38.3 million and another US$48.0 million billed by SINA for other costs and expenses associated with Weibo business. In addition, we allocated US$0.8 million to SINA for costs and expenses related to certain of SINA’s activities for which Weibo made the payments.
In 2021, SINA has withdrawn a total of US$978.2 million of loans from us and repaid US$1,058.6 million to us while we recognized US$17.9 million interest income on the loans to SINA.
In 2021, SINA has withdrawn a total of US$978.2 million of loans from us and repaid US$1,058.6 million to us while we recognized US$17.9 million interest income on the loans to SINA. As of December 31, 2021, the outstanding balance of the loans to and interest receivable from SINA was US$479.6 million.
The general release does not apply to liabilities allocated between the parties under the master transaction agreement or the other inter-company agreements. 147 Table of Contents Furthermore, under the master transaction agreement, we have agreed to use our reasonable best efforts to use the same independent certified public accounting firm selected by SINA and to maintain the same fiscal year as SINA until the first SINA fiscal year-end following the earlier of (1) the first date when SINA no longer owns at least 20% of the voting power of our then outstanding securities and (2) the first date when SINA ceases to be the largest beneficial owner of our then outstanding voting securities (without considering holdings by certain institutional investors).
Furthermore, under the master transaction agreement, we have agreed to use our reasonable best efforts to use the same independent certified public accounting firm selected by SINA and to maintain the same fiscal year as SINA until the first SINA fiscal year-end following the earlier of (1) the first date when SINA no longer owns at least 20% of the voting power of our then outstanding securities and (2) the first date when SINA ceases to be the largest beneficial owner of our then outstanding voting securities (without considering holdings by certain institutional investors).
As of December 31, 2020, the outstanding balance of amounts due from SINA (excluding loans to and interest receivable from SINA) was US$1.0 million.
As of December 31, 2023, the outstanding balance of amounts due from SINA (excluding loans to and interest receivable from SINA) was US$41.2 million.
These other related parties mainly included an equity investee in real estate business, accounting US$480.8 million, and an investee providing online brokerage services, accounting US$211.6 million of the outstanding balance as of December 31, 2021.
These other related parties mainly included an equity investee in real estate business, accounting US$349.7 million, and an investee providing online brokerage services, accounting US$100.0 million of the outstanding balance as of December 31, 2023.
Pen Hung Tung was appointed by Ali WB as a director of our company. 150 Table of Contents Registration Rights Agreement We have entered into a registration rights agreement with SINA and Ali WB.
Bo Liu was appointed by Ali WB as a director of our company. Registration Rights Agreement We have entered into a registration rights agreement with SINA and Ali WB.
In 2021, we entered into a letter of intent to purchase the office building (SINA Plaza) from SINA (the “Letter of Intent for Sina Plaza”). As of December 31, 2021, the balance of prepayment for SINA Plaza was US$133.7 million.
As of December 31, 2021, the outstanding balance of amounts due from SINA (excluding loans to and interest receivable from SINA) was US$14.6 million. In 2021, we entered into a letter of intent to purchase the office building (SINA Plaza) from SINA. As of December 31, 2021, the balance of prepayment for SINA Plaza was US$133.7 million.
During 2020, other than revenues generated from SINA and Alibaba, we recorded US$49.9 million in revenues from other related parties and US$48.1 million in cost and expenses for services received from other related parties.
During 2021, other than revenues generated from SINA and Alibaba, we recorded US$73.3 million in revenues from other related parties and US$62.6 million in cost and expenses for services received from other related parties.
As of December 31, 2021, we had a total of US$89.3 million in accounts receivable due from Alibaba. During 2020, we recorded US$152.0 million in advertising and marketing revenues from Alibaba as an advertiser and US$52.3 million of cost and expenses for the services provided by Alibaba.
As of December 31, 2023, we had a total of US$61.1 million in accounts receivable due from Alibaba. 147 Table of Contents During 2022, we recorded a total of US$107.0 million in advertising and marketing revenues from Alibaba as an advertiser and US$33.7 million of cost and expenses for the services provided by Alibaba.
As of December 31, 2020, we had outstanding balances related to other related parties of US$42.5 million in accounts receivable, US$30.8 million in accounts payable, and US$4.8 million in accrued and other liabilities.
As of December 31, 2023, we had outstanding balances related to other related parties of US$38.2 million in accounts receivable, US$36.8 million in accounts payable, and US$6.0 million in accrued and other liabilities.
Moreover, we recorded loans to and interest receivables from other related parties of US$158.6 million at annual interest rates ranging from 4% to 10% as of December 31, 2020, with maturity within one year.
Moreover, we recorded loans to and interest receivables from other related parties of US$449.7 million at annual interest rates ranging from 4.0% to 6.7% as of December 31, 2023.
We grant SINA and its affiliates a non-exclusive, perpetual, worldwide, non-sublicensable, non-transferable limited license of certain of our intellectual property to use, reproduce, modify, prepare derivative works of, perform, display or otherwise exploit such intellectual property. This agreement commenced on April 29, 2013 and will continue in effect unless and until terminated as provided in the agreement.
We grant SINA and its affiliates a non-exclusive, perpetual, worldwide, non-sublicensable, non-transferable limited license of certain of our intellectual property to use, reproduce, modify, prepare derivative works of, perform, display or otherwise exploit such intellectual property.
In 2020, SINA has withdrawn a total of US$473.8 million of loans from us and repaid US$181.7 million to us while we recognized US$13.5 million interest income on the loans to SINA. As of December 31, 2020, the outstanding balance of the loans to and interest receivable from SINA was US$547.9 million.
In 2023, SINA has withdrawn a total of US$1,105.7 million of loans from us and repaid US$1,071.1 million to us while we recognized US$14.9 million interest income on the loans to SINA. As of December 31, 2023, the outstanding balance of the loans to and interest receivable from SINA was US$445.2 million. On March 1, 2023, Weibo Holding (Singapore) Pte.
These other related parties mainly included an equity investee in real estate business, accounting US$454.9 million, and an investee providing online brokerage services, accounting US$110.0 million of the outstanding balance as of December 31, 2022. 152 Table of Contents During 2021, other than revenues generated from SINA and Alibaba, we recorded US$73.3 million in revenues from other related parties and US$62.6 million in cost and expenses for services received from other related parties.
These other related parties mainly included an equity investee in real estate business, accounting US$454.9 million, and an investee providing online brokerage services, accounting US$110.0 million of the outstanding balance as of December 31, 2022.
Interests of Experts and Counsel Not applicable. ​
Compensation—Share Incentive Plans.” C. Interests of Experts and Counsel Not applicable. ​
Costs and expenses allocated from SINA represent services that were provided by various subsidiaries and VIEs of SINA. The service fees were incurred using an allocation methodology based on proportional utilization.
Costs and expenses allocated from SINA represent services that were provided by various subsidiaries and VIEs of SINA. The service fees were incurred using an allocation methodology based on proportional utilization. See “—Our Relationship with SINA” and “Note 2. Significant Accounting Policies” in the accompanying notes to consolidated financial statements included in this annual report on Form 20-F.
Subsequently, we and SINA terminated the Letter of Intent for Sina Plaza (as defined below). In 2022, we made a prepayment of US$153.6 million for SINA Plaza to SINA according to the Letter of Intent for Sina Plaza. The total balance of prepayment for SINA Plaza was eliminated as we consolidated the financial statements of STC on December 31, 2022.
Subsequently, we and SINA terminated the letter of intent that we entered into for the purchase of the office building of SINA Plaza. In 2022, we made a prepayment of US$153.6 million for SINA Plaza to SINA according to the letter of intent for Sina Plaza.
Under the master transaction agreement, the parties also agree to cooperate in sharing information and data collected from each party’s business operation, including without limitation user information and data relating to user activities. The parties agree not to charge any fees for their cooperation provided under the agreement unless they separately and explicitly agree otherwise.
The parties agree not to charge any fees for their cooperation provided under the agreement unless they separately and explicitly agree otherwise.
During 2021, we recorded US$111.5 million in revenues billed through SINA to third parties/for services provided to SINA. We had costs and expenses allocated from SINA of US$38.3 million and another US$48.0 million billed by SINA for other costs and expenses associated with Weibo business.
We had costs and expenses allocated from SINA of US$36.5 million and another US$24.9 million billed by SINA for other costs and expenses associated with Weibo business. In addition, we allocated US$9.9 million to SINA for costs and expenses related to certain of SINA’s activities for which Weibo made the payments.
SINA’s Registration Rights SINA has the same registration rights as those that have been granted to Ali WB.
This agreement commenced on April 29, 2013 and will continue in effect unless and until terminated as provided in the agreement. 144 Table of Contents SINA’s Registration Rights SINA has the same registration rights as those that have been granted to Ali WB.
See “—Our Relationship with SINA” and “Notes to Consolidated Financial Statements—Note 2 Significant Accounting Policies.” Transactions with Alibaba During 2022, we recorded a total of US$107.0 million in advertising and marketing revenues from Alibaba as an advertiser and US$33.7 million of cost and expenses for the services provided by Alibaba.
Transactions with Alibaba During 2023, we recorded US$111.6 million in advertising and marketing revenues from Alibaba and US$23.4 million of cost and expenses for the services provided by Alibaba.
As of December 31, 2021, the outstanding balance of the loans to and interest receivable from SINA was US$479.6 million. 151 Table of Contents During 2020, we recorded US$62.1 million in revenues billed through SINA to third parties/from SINA.
The total balance of prepayment for SINA Plaza was eliminated as we consolidated the financial statements of Sina.com Technology (China) Co., Ltd. on December 31, 2023. During 2021, we recorded US$111.5 million in revenues billed through SINA to third parties/for services provided to SINA.
These other related parties mainly included an equity investee in e-commerce business, accounting US$79.8 million, and an investee providing online brokerage services, accounting US$41.2 million of the outstanding balance at the year-end. We assessed the collectability of outstanding loans at least on annual basis or whenever impairment indicators noted.
These other related parties mainly included an equity investee in real estate business, accounting US$480.8 million, and an investee providing online brokerage services, accounting US$211.6 million of the outstanding balance as of December 31, 2021. Employment Agreements See “Item 6. Directors, Senior Management and Employees—B. Compensation—Employment Agreements.” Share Incentives See “Item 6. Directors, Senior Management and Employees—B.
Removed
Transitional Services Agreement Under the transitional services agreement, SINA agrees that, during the service period, as described below, SINA will provide us with various corporate support services, including but not limited to: ● administrative support, including but not limited to secretarial support, event management, conference management, and other day-to-day office support services; ● operational management support, including but not limited to management, supervision and instruction of the operation of sales and marketing, product development and general administration; ● legal support, including but not limited to support services in respective of contract management, risk control, compliance and other corporate legal matters; ● technology support, including but not limited to network design, optimization and maintenance, system (such as EPR and CRM systems) support and upgrade, technology and infrastructure support (such as IDC rental), management of information technology equipment, technical support and disaster recovery, and complementary product development; and ● provision of office facilities.
Added
The general release does not apply to liabilities allocated between the parties under the master transaction agreement or the other intercompany agreements.
Removed
SINA also may provide us with additional services that we and SINA may identify from time to time in the future.
Added
We refer to this earlier date as the control ending date.
Removed
The price to be paid for the services provided under the transitional service agreement will be charged based on the actual cost incurred by SINA in the provision of such services, which can be classified into direct and indirect costs.
Added
Ltd., our wholly owned subsidiary, entered into a share purchase agreement with ShowWorld Holding Limited, an indirect subsidiary of SINA, pursuant to which Weibo Holding (Singapore) Pte.
Removed
Direct costs include labor-related compensation which represents the head counts and work hours that SINA’s employees have dedicated to the provision of the relevant services to our Company, as well as the travel expenses and materials and supplies consumed in performing the services.
Added
Ltd. purchased all equity interests in ShowWorld HongKong Limited, a wholly owned subsidiary of ShowWorld Holding Limited and an entity holding 332,615,750 shares of INMYSHOW Digital Technology (Group) Co., Ltd. for an aggregate consideration of approximately RMB2.16 billion in cash, payable in U.S. dollars. INMYSHOW Digital Technology (Group) Co., Ltd. is a Shanghai Stock Exchange-listed company (SSE: 600556).
Removed
Indirect costs include office occupancy, information technology, sharing of bandwidth provided by third party service providers, supervision and other overhead costs of the department incurring the direct costs of providing the services apportioned based on the proportionate utilization rate.
Added
We beneficially owned 480,342,364 shares of INMYSHOW Digital Technology (Group) Co., Ltd., representing approximately 26.57% of its total issued shares, immediately following the consummation of this transaction and taking into account our existing shareholding. 146 Table of Contents During 2022, we recorded US$76.9 million in revenues billed through SINA to third parties/for services provided to SINA.
Removed
We believe the cost-based charges would be on better terms compared to those that may be offered by other independent third party service providers.
Added
As of December 31, 2021, we had a total of US$89.3 million in accounts receivable due from Alibaba. Transactions with Other Related Parties During 2023, other than revenues generated from SINA and Alibaba, we recorded US$35.4 million in revenues from other related parties and US$33.9 million in cost and expenses for services received from other related parties.
Removed
The transitional service agreement provides that the performance of a service according to the agreement will not subject the provider of such service to any liability whatsoever except as directly caused by the gross negligence or willful misconduct of the service provider.
Removed
Liability for gross negligence or willful misconduct is limited to the lower of the price paid for the particular service or the cost of the service’s recipient performing the service itself or hiring a third party to perform the service.
Removed
Under the transitional services agreement, the service provider of each service is indemnified by the recipient against all third-party claims relating to provision of 148 Table of Contents services or the recipient’s material breach of a third-party agreement, except where the claim is directly caused by the service provider’s gross negligence or willful misconduct.
Removed
The service period under the transitional services agreement commences on March 14, 2014, ended on the expiration of five years thereafter, and has been extended for another five years by the parties.
Removed
In addition to the allocated costs and expense, SINA billed US$48.3 million, US$48.0 million and US$37.7 million for other costs and expenses incurred by us but paid by SINA in 2020, 2021 and 2022, respectively.
Removed
In addition, we allocated US$0.8 million to SINA for costs and expenses related to certain of SINA’s activities for which Weibo made the payments. As of December 31, 2021, the outstanding balance of amounts due from SINA (excluding loans to and interest receivable from SINA) was US$14.6 million.
Removed
The advertising and marketing revenues from SINA decreased from US$113.0 million in 2019 to US$48.4 million in 2020, as we started to offer services directly to advertisers in certain industries since 2020, leading to the decrease of revenues billed through SINA.
Removed
One of Alibaba’s subsidiaries engaged in the business of advertising agency contributed another US$36.6 million to our total revenues in 2020. As of December 31, 2020, we had a total of US$135.3 million in accounts receivable due from Alibaba.
Removed
The advertising and marketing revenues from other related parties decreased from US$117.0 million in 2019 to US$46.5 million in 2020, primarily due to the decline of revenues from several related parties which experienced unfavorable operating performance and reduced promotion activities on our platform.
Removed
During 2020, we recognized US$82.2 million impairment charges on loans to and interest receivable from other related parties due to their unsatisfied financial performance and decline in forecasted revenues. Employment Agreements See “Item 6. Directors, Senior Management and Employees—B. Compensation—Employment Agreements.” Share Incentives See “Item 6. Directors, Senior Management and Employees—B. Compensation—Share Incentive Plans.” C.

Other WB 10-K year-over-year comparisons