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HUYA Inc.

HUYA Inc.HUYA決算レポート

NYSE · 情報技術 · コンピュータプログラミング、データ処理などのサービス

HUYA Inc. is a leading interactive live streaming platform based in China, focused primarily on video game live broadcasting. It also offers esports events, variety entertainment, lifestyle and educational live streams, mainly serving young digital entertainment consumers in the domestic Chinese market.

What changed in HUYA Inc.'s 20-F — 2023 vs 2024

Top changes in HUYA Inc.'s 2024 20-F

606 paragraphs added · 585 removed · 477 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

229 edited+55 added−56 removed676 unchanged
For more details, see “Item 3. Key Information—D.
For more details, see “Item 3. Key Information—D.
For more details, see “Item 3. Key Information—D.
For more details, see “Item 3. Key Information—D.
For more details, see “Item 3. Key Information—D.
For more details, see “Item 3. Key Information—D.
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.
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.
On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, including our auditor.
On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, including our auditor.
In May 2022, the SEC conclusively listed us as a Commission-Identified Issuer under the HFCAA following the filing of our annual report on Form 20-F for the fiscal year ended December 31, 2021.
In May 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.
The approval of and filing with the China Securities Regulatory Commission or other government authorities in mainland China may be required in connection with our future offshore offerings and capital raising activities under law of mainland China, and, if required, we cannot predict whether or for how long we will be able to obtain such approval or complete such filing.
The approval of and filing with the China Securities Regulatory Commission or other government authorities in mainland China may be required in connection with our future offshore offerings and capital raising activities under law of mainland China, and, if required, we cannot predict whether or for how long we will be able to obtain such approval or complete such filing.
In addition, we are required to file a report to the China Securities Regulatory Commission after the occurrence and public disclosure of certain material corporate events, including but not limited to, change of control and voluntary or mandatory delisting.
In addition, we are required to file a report to the China Securities Regulatory Commission after the occurrence and public disclosure of certain material corporate events, including but not limited to, change of control and voluntary or mandatory delisting.
Our global operation strategy might not be successfully executed and may expose us to a number of risks, including but not limited to: ● challenges in formulating effective local sales and marketing strategies targeting internet and mobile users from various jurisdictions and cultures, who have a diverse range of preferences and demands; ● challenges in identifying appropriate local third-party business partners such as game developers and publishers, e-sports tournament and game event organizers, broadcasters and talent agencies, and establishing and maintaining good working relationships with them; ● challenges in recruiting quality local broadcasters to attract and engage local users; ● challenges in effectively managing overseas operations from our headquarters and establishing overseas IT systems and infrastructure; ● challenges in selecting suitable geographical regions for global expansion and the general economic condition of various regions we operate; ● challenges in increasing and diversifying revenues, controlling costs and expenses, and making profits; ● fluctuations in currency exchange rates; 25 Table of Contents ● regulatory actions, including sanctions brough against us or our business partners, initiated by local authorities; ● compliance with applicable foreign laws and regulations, including but not limited to internet content requirements, foreign exchange controls, cash repatriation restrictions, intellectual property protection rules, data privacy requirements, anti-money laundering laws and regulations, tax regulations and rules; and ● competition situations in various regions we operate.
Our global operation strategy might not be successfully executed and may expose us to a number of risks, including but not limited to: ● challenges in formulating effective local sales and marketing strategies targeting internet and mobile users from various jurisdictions and cultures, who have a diverse range of preferences and demands; ● challenges in identifying appropriate local third-party business partners such as game developers and publishers, e-sports tournament and game event organizers, broadcasters and talent agencies, and establishing and maintaining good working relationships with them; ● challenges in recruiting quality local broadcasters to attract and engage local users; ● challenges in effectively managing overseas operations from our headquarters and establishing overseas IT systems and infrastructure; ● challenges in selecting suitable geographical regions for global expansion and the general economic condition of various regions we operate; ● challenges in increasing and diversifying revenues, controlling costs and expenses, and making profits; ● fluctuations in currency exchange rates; ● regulatory actions, including sanctions brough against us or our business partners, initiated by local authorities; ● compliance with applicable foreign laws and regulations, including but not limited to internet content requirements, foreign exchange controls, cash repatriation restrictions, intellectual property protection rules, data privacy requirements, anti-money laundering laws and regulations, tax regulations and rules; and ● competition situations in various regions we operate.
Any failure to obtain or delay in obtaining the approval of the China Securities Regulatory Commission for any of our offshore offerings, or a rescission of such approval if obtained by us, would subject us to sanctions imposed by the China Securities Regulatory Commission or other regulatory authorities of mainland China, which could include fines and penalties on our operations in mainland China, restrictions or limitations on our ability to pay dividends outside of mainland China, and other forms of sanctions that may materially and adversely affect our business, financial condition, and results of operations. 48 Table of Contents On February 17, 2023, the China Securities Regulatory Commission released several regulations regarding the filing requirements for overseas offerings and listings by domestic companies, including the Trial Administrative Measures of Overseas Securities Offerings and Listings by Domestic Companies and five interpretive guidelines (collectively, the “Overseas Listing Filing Rules”), which were formally implemented starting on March 31, 2023.
Any failure to obtain or delay in obtaining the approval of the China Securities Regulatory Commission for any of our offshore offerings, or a rescission of such approval if obtained by us, would subject us to sanctions imposed by the China Securities Regulatory Commission or other regulatory authorities of mainland China, which could include fines and penalties on our operations in mainland China, restrictions or limitations on our ability to pay dividends outside of mainland China, and other forms of sanctions that may materially and adversely affect our business, financial condition, and results of operations. 49 Table of Contents On February 17, 2023, the China Securities Regulatory Commission released several regulations regarding the filing requirements for overseas offerings and listings by domestic companies, including the Trial Administrative Measures of Overseas Securities Offerings and Listings by Domestic Companies and five interpretive guidelines (collectively, the “Overseas Listing Filing Rules”), which were formally implemented starting on March 31, 2023.
Even if our board of directors decides to declare and pay dividends, the timing, amount, and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, that we receive from our subsidiaries, our financial condition, contractual restrictions, and other factors deemed relevant by our board of directors.
If our board of directors decides to declare and pay dividends, the timing, amount, and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, that we receive from our subsidiaries, our financial condition, contractual restrictions, and other factors deemed relevant by our board of directors.
If we fail to procure these content, or if we fail to procure these content at commercially acceptable costs, our business and results of operations may be adversely impacted. In 2021 and 2022, our e-sports content costs increased significantly due to our procurement of more high-quality events and the increasing prices of some leading e-sports tournaments.
If we fail to procure these content, or if we fail to procure these content at commercially acceptable costs, our business and results of operations may be adversely impacted. In 2022, our e-sports content costs increased significantly due to our procurement of more high-quality events and the increasing prices of some leading e-sports tournaments.
If we are found in violation of any laws or regulations of mainland China or if the contractual arrangements among Huya Technology, Guangzhou Huya and its shareholders are determined as illegal or invalid by the court in mainland China, arbitral tribunal or regulatory authorities, the governmental authorities may exercise their discretion in accordance with the applicable laws and regulations in dealing with such violation, including, without limitation: ● revoke our business and operating licenses; ● levy fines on us; ● confiscate any of our income that they deem to be obtained through illegal operations; ● require us to discontinue or restrict operations; 42 Table of Contents ● restrict our right to collect revenues; ● block our mobile apps, websites, or PC clients; ● require us to restructure the operations in such a way as to compel us to establish a new enterprise, re-apply for the necessary licenses or relocate our businesses, staff and assets; ● impose additional conditions or requirements with which we may not be able to comply; or ● take other regulatory or enforcement actions against us that could be harmful to our business.
If we are found in violation of any laws or regulations of mainland China or if the contractual arrangements among Huya Technology, Guangzhou Huya and its shareholders are determined as illegal or invalid by the court in mainland China, arbitral tribunal or regulatory authorities, the governmental authorities may exercise their discretion in accordance with the applicable laws and regulations in dealing with such violation, including, without limitation: ● revoke our business and operating licenses; ● levy fines on us; ● confiscate any of our income that they deem to be obtained through illegal operations; ● require us to discontinue or restrict operations; ● restrict our right to collect revenues; ● block our mobile apps, websites, or PC clients; ● require us to restructure the operations in such a way as to compel us to establish a new enterprise, re-apply for the necessary licenses or relocate our businesses, staff and assets; ● impose additional conditions or requirements with which we may not be able to comply; or ● take other regulatory or enforcement actions against us that could be harmful to our business.
Our financial results may be materially and adversely affected if the variable interest entity’s tax liabilities increase or if it becomes subject to late payment fees or other penalties. 45 Table of Contents Risks Related to Doing Business in Mainland 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.
Our financial results may be materially and adversely affected if the variable interest entity’s tax liabilities increase or if it becomes subject to late payment fees or other penalties. 46 Table of Contents Risks Related to Doing Business in Mainland 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.
In addition to market and industry factors, the price and trading volume for our ADSs may be highly volatile for factors specific to our own operations, including the following: ● variations in our revenues, earnings, cash flow and operating metrics; ● announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors; ● announcements of new product and service offerings, solutions and expansions by us or our competitors; ● changes in financial estimates by securities analysts; ● regulatory developments affecting us or our industry; ● our controlling shareholder’s business performance and the trading price of its stock; ● detrimental adverse publicity about us, our shareholders, affiliates, directors, officers or employees, our content offerings, our business model, our services or our industry; ● announcements of new regulations, rules or policies relevant for our business; ● any share repurchase program or dividend declarations; ● additions or departures of key personnel; and ● potential litigation or regulatory investigations.
In addition to market and industry factors, the price and trading volume for our ADSs may be highly volatile for factors specific to our own operations, including the following: ● variations in our revenues, earnings, cash flow and operating metrics; ● announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors; ● announcements of new product and service offerings, solutions and expansions by us or our competitors; ● changes in financial estimates by securities analysts; ● regulatory developments affecting us or our industry; ● our controlling shareholder’s business performance and the trading price of its stock; ● detrimental adverse publicity about us, our shareholders, affiliates, directors, officers or employees, our content offerings, our business model, our services or our industry; 60 Table of Contents ● announcements of new regulations, rules or policies relevant for our business; ● any share repurchase program or dividend declarations; ● additions or departures of key personnel; and ● potential litigation or regulatory investigations.
If we fail to timely detect these illegal conducts and eliminate them, we may be subject to administrative penalties as well as civil and criminal liabilities, which may materially and adversely affect our business, results of operations, financial condition and business prospects. 47 Table of Contents Changes in the economic, political or social conditions or government policies in mainland China could have a material adverse effect on our business and operations.
If we fail to timely detect these illegal conducts and eliminate them, we may be subject to administrative penalties as well as civil and criminal liabilities, which may materially and adversely affect our business, results of operations, financial condition and business prospects. 48 Table of Contents Changes in the economic, political or social conditions or government policies in mainland China could have a material adverse effect on our business and operations.
We have a limited operating history, particularly as a stand-alone company. Our Huya platform was launched in 2014 as a business unit of JOYY Inc. (Nasdaq: YY).
We have a limited operating history, particularly as a stand-alone company. Our Huya platform was launched in 2014 as a business unit of JOYY Inc. (Nasdaq: JOYY).
If the Cybersecurity Review Measures and the enacted version of the Regulations on the Management of Cyber Data Security (Draft for Comments) mandate clearance of cybersecurity review and other specific actions to be taken by issuers like us, we face uncertainties as to whether these additional procedures can be completed by us timely, or at all, which may delay or disallow our future listing (should we decide to pursue them), subject us to government enforcement actions and investigations, fines, penalties, suspension of our non-compliant operations, or removal of our apps from application stores, and materially and adversely affect our business and results of operations.
If the Cybersecurity Review Measures and the enacted version of the Regulations on the Management of Cyber Data Security mandate clearance of cybersecurity review and other specific actions to be taken by issuers like us, we face uncertainties as to whether these additional procedures can be completed by us timely, or at all, which may delay or disallow our future listing (should we decide to pursue them), subject us to government enforcement actions and investigations, fines, penalties, suspension of our non-compliant operations, or removal of our apps from application stores, and materially and adversely affect our business and results of operations.
In addition, such a prohibition would significantly affect our ability to raise capital on terms acceptable to us, or at all, which would have a material adverse impact on our business, financial condition, and prospects. 46 Table of Contents The significant oversight and discretion of the government of mainland China over our business operation could result in a material adverse change in our operations and the value of our ADSs.
In addition, such a prohibition would significantly affect our ability to raise capital on terms acceptable to us, or at all, which would have a material adverse impact on our business, financial condition, and prospects. 47 Table of Contents The significant oversight and discretion of the government of mainland China over our business operation could result in a material adverse change in our operations and the value of our ADSs.
Neither our subsidiaries nor the VIE made cash dividends or other distributions to HUYA Inc., the holding company, or its offshore subsidiaries, in the years ended December 31, 2021, 2022 and 2023. Going forward, our subsidiaries and the VIE intend to retain most, if not all, of their available funds and any future earnings.
Neither our subsidiaries nor the VIE made cash dividends or other distributions to HUYA Inc., the holding company, or its offshore subsidiaries, in the years ended December 31, 2022, 2023 and 2024. Going forward, our subsidiaries and the VIE intend to retain most, if not all, of their available funds and any future earnings.
We may suffer from a loss of advertisers and our business and results of operations may be materially and adversely affected. We offer advertising services primarily through contracts entered into with advertisers or third-party advertising agencies and by displaying advertisement on our platform or providing advertising integrated in the content offered on our live streaming platform.
We may suffer from a loss of advertisers and our business and results of operations may be materially and adversely affected. We offer advertising services primarily through contracts entered into with advertisers or advertising agencies and by displaying advertisement on our platform or providing advertising integrated in the content offered on our live streaming platform.
See “—Risks Related to Doing Business in Mainland China—Uncertainties with respect to the legal system of mainland China and the interpretation and enforcement of laws and regulations of mainland China could limit the legal protections available to you and us.” 26 Table of Contents We may be held liable for information or content displayed on, retrieved from or linked to our platform, or distributed to our users, and government authorities may impose legal sanctions on us, including, in serious cases, suspending or revoking the licenses needed to operate our platform.
See “—Risks Related to Doing Business in Mainland China—Uncertainties with respect to the legal system of mainland China and the interpretation and enforcement of laws and regulations of mainland China could limit the legal protections available to you and us.” We may be held liable for information or content displayed on, retrieved from or linked to our platform, or distributed to our users, and government authorities may impose legal sanctions on us, including, in serious cases, suspending or revoking the licenses needed to operate our platform.
If we fail to retain and enhance our business relationships with these advertisers or third-party advertising agencies, or if our cooperation with broadcasters and other content creators to provide advertisements is not successful, we may suffer from a loss of advertisers and our business and results of operations may be materially and adversely affected.
If we fail to retain and enhance our business relationships with these advertisers or advertising agencies, or if our cooperation with broadcasters and other content creators to provide advertisements is not successful, we may suffer from a loss of advertisers and our business and results of operations may be materially and adversely affected.
Our e-sports content costs decreased in 2023, primarily because of our more stringent procurement policy for e-sports content and a decrease in prices of some key e-sports tournaments. Substantial uncertainties remain as to whether we can procure anticipated content at commercially acceptable costs, or at all.
Our e-sports content costs decreased in 2023 and 2024, primarily because of our more stringent procurement policy for e-sports content and a decrease in prices of some key licensed e-sports tournaments. Substantial uncertainties remain as to whether we can procure anticipated content at commercially acceptable costs, or at all.
If Guangzhou Huya breaches its contractual arrangements with us and no longer remains under our control, this may significantly disrupt our business, subject us to sanctions, compromise enforceability of related contractual arrangements, or have other harmful effects on us. 50 Table of Contents ● There are uncertainties relating to the regulation of the internet business in mainland China, including evolving licensing practices and the requirement for real-name registrations and its implementation in actual practice.
If Guangzhou Huya breaches its contractual arrangements with us and no longer remains under our control, this may significantly disrupt our business, subject us to sanctions, compromise enforceability of related contractual arrangements, or have other harmful effects on us. ● There are uncertainties relating to the regulation of the internet business in mainland China, including evolving licensing practices and the requirement for real-name registrations and its implementation in actual practice.
We presently lease seven premises in mainland China, and the landlords of these premises have not completed the registration of their ownership rights or the registration of our leases with the authorities. Failure to complete these required registrations may expose our landlords, lessors and us to potential monetary fines.
We presently lease nine premises in mainland China, and the landlords of these premises have not completed the registration of their ownership rights or the registration of our leases with the authorities. Failure to complete these required registrations may expose our landlords, lessors and us to potential monetary fines.
Risk Factors—Risks Related to Doing Business in Mainland China—Our subsidiaries in mainland China and the variable interest entity are subject to restrictions on paying dividends or making other payments to us, which may restrict our ability to satisfy our liquidity requirements.” 15 Table of Contents Risks Related to Our ADSs ● The trading price of our ADSs has been volatile and may be volatile regardless of our operating performance; ● Our dual-class share structure with different voting rights will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A ordinary shares and ADSs may view as beneficial; ● The dual-class structure of our ordinary shares may adversely affect the trading market for our ADSs; and ● We believe that we were a passive foreign investment company, or PFIC, for United States federal income tax purposes for the taxable year ended December 31, 2023, which could subject United States investors in our ADSs or Class A ordinary shares to significant adverse United States income tax consequences.
Risk Factors—Risks Related to Doing Business in Mainland China—Our subsidiaries in mainland China and the variable interest entity are subject to restrictions on paying dividends or making other payments to us, which may restrict our ability to satisfy our liquidity requirements.” Risks Related to Our ADSs ● The trading price of our ADSs has been volatile and may be volatile regardless of our operating performance; ● Our dual-class share structure with different voting rights will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A ordinary shares and ADSs may view as beneficial; ● The dual-class structure of our ordinary shares may adversely affect the trading market for our ADSs; and ● We believe that we were likely a passive foreign investment company, or PFIC, for United States federal income tax purposes for the taxable year ended December 31, 2024, which could subject United States investors in our ADSs or Class A ordinary shares to significant adverse United States income tax consequences.
We generate a portion of our revenues from advertising. If we fail to attract more advertisers to our platform or if advertisers are less willing to advertise with us, our revenues may be adversely affected. Although we primarily rely on revenues generated from live streaming services, we still generate a small portion of our revenues from advertising.
If we fail to attract more advertisers to our platform or if advertisers are less willing to advertise with us, our revenues may be adversely affected. Although we primarily rely on revenues generated from live streaming services, we generate a portion of our revenues from advertising.
If the variable interest entity and its shareholders fail to perform their obligations under these contractual arrangements, we may have to resort to litigation to enforce our rights, which may be time-consuming, unpredictable, expensive and damaging to our operations and reputation; and 14 Table of Contents ● The shareholders of the VIE have potential conflicts of interest with us, and if any such conflicts of interest are not resolved in our favor, our business may be materially and adversely affected.
If the variable interest entity and its shareholders fail to perform their obligations under these contractual arrangements, we may have to resort to litigation to enforce our rights, which may be time-consuming, unpredictable, expensive and damaging to our operations and reputation; and ● The shareholders of the VIE have potential conflicts of interest with us, and if any such conflicts of interest are not resolved in our favor, our business may be materially and adversely affected.
Risks Related to Our Business and Our Industry ● If we fail to keep our existing users highly engaged, to acquire new users, or to increase the proportion of paying users, our business, profitability and prospects may be adversely affected; ● We may fail to attract and retain talented and popular broadcasters; ● We may fail to offer attractive content, in particular popular game content, on our platform; 13 Table of Contents ● We are undertaking a strategic transformation to expand our presence in the game industry.
Risks Related to Our Business and Our Industry ● If we fail to keep our existing users highly engaged, to acquire new users, or to increase the proportion of paying users, our business, profitability and prospects may be adversely affected; ● We may fail to attract and retain talented and popular broadcasters; ● We may fail to offer attractive content, in particular popular game content, on our platform; ● We are undertaking a strategic transformation to expand our presence in the game industry.
We do not believe that any penalties imposed or actions taken by the government of mainland China would result in the liquidation of our company, Huya Technology, Guangzhou Huya and its subsidiaries. We rely on contractual arrangements with the variable interest entity and its shareholders for the operation of our business, which may not be as effective as direct ownership.
We do not believe that any penalties imposed or actions taken by the government of mainland China would result in the liquidation of our company, Huya Technology, Guangzhou Huya and its subsidiaries. 43 Table of Contents We rely on contractual arrangements with the variable interest entity and its shareholders for the operation of our business, which may not be as effective as direct ownership.
See “—Risks Related to Doing Business in Mainland China—Uncertainties with respect to the legal system of mainland China and the interpretation and enforcement of laws and regulations of mainland China could limit the legal protections available to you and us.” 43 Table of Contents The shareholders of the VIE have potential conflicts of interest with us, and if any such conflicts of interest are not resolved in our favor, our business may be materially and adversely affected.
See “—Risks Related to Doing Business in Mainland China—Uncertainties with respect to the legal system of mainland China and the interpretation and enforcement of laws and regulations of mainland China could limit the legal protections available to you and us.” The shareholders of the VIE have potential conflicts of interest with us, and if any such conflicts of interest are not resolved in our favor, our business may be materially and adversely affected.
Business Overview—Government Regulations—Regulations on Foreign Currency Exchange and Dividend Distribution—Stock option rules” 56 Table of Contents It may be difficult for overseas regulators to conduct investigations or collect evidence within mainland China. Shareholder claims or regulatory investigations that are common in jurisdictions outside mainland China are difficult to pursue as a matter of law or practicality in mainland China.
Business Overview—Government Regulations—Regulations on Foreign Currency Exchange and Dividend Distribution—Stock option rules” It may be difficult for overseas regulators to conduct investigations or collect evidence within mainland China. Shareholder claims or regulatory investigations that are common in jurisdictions outside mainland China are difficult to pursue as a matter of law or practicality in mainland China.
This concentrated control will limit your ability to influence corporate matters and could discourage others from pursuing any potential merger, takeover or other change of control transactions that holders of Class A ordinary shares and ADSs may view as beneficial. The dual-class structure of our ordinary shares may adversely affect the trading market for our ADSs.
This concentrated control will limit your ability to influence corporate matters and could discourage others from pursuing any potential merger, takeover or other change of control transactions that holders of Class A ordinary shares and ADSs may view as beneficial. 61 Table of Contents The dual-class structure of our ordinary shares may adversely affect the trading market for our ADSs.
As a result, we may be unable to prevent our competitors or others from using such software source code contributed by us. 34 Table of Contents Our business is sensitive to economic conditions. A severe or prolonged downturn in the global or Chinese economy could materially and adversely affect our business, financial condition and results of operations.
As a result, we may be unable to prevent our competitors or others from using such software source code contributed by us. Our business is sensitive to economic conditions. A severe or prolonged downturn in the global or Chinese economy could materially and adversely affect our business, financial condition and results of operations.
Additionally, any outbreaks of other health epidemics could pose challenges on us in navigating potential headwinds, affecting our business, financial condition, and results of operations. 39 Table of Contents We are also vulnerable to natural disasters, extreme weather (including as a result of the global climate change) and other calamities.
Additionally, any outbreaks of other health epidemics could pose challenges on us in navigating potential headwinds, affecting our business, financial condition, and results of operations. We are also vulnerable to natural disasters, extreme weather (including as a result of the global climate change) and other calamities.
In all these online payment transactions, secured transmission of confidential information such as paying users’ credit card numbers and personal information over public networks is essential to maintaining consumer confidence. 32 Table of Contents We do not have control over the security measures of our third-party online payment vendors.
In all these online payment transactions, secured transmission of confidential information such as paying users’ credit card numbers and personal information over public networks is essential to maintaining consumer confidence. We do not have control over the security measures of our third-party online payment vendors.
We cannot assure you that we will have necessary capital, or access to additional capital in a timely manner or on acceptable terms, to adequately support our investments in these technologies. 38 Table of Contents In addition, the regulatory and legal framework on generative AI of mainland China is also evolving rapidly.
We cannot assure you that we will have necessary capital, or access to additional capital in a timely manner or on acceptable terms, to adequately support our investments in these technologies. In addition, the regulatory and legal framework on generative AI of mainland China is also evolving rapidly.
The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations or our ability to pay dividends to our shareholders. Furthermore, we may be adversely affected by bank failures or other crises in the financial industry.
The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations or our ability to pay dividends to our shareholders. 39 Table of Contents Furthermore, we may be adversely affected by bank failures or other crises in the financial industry.
We believe that we were a passive foreign investment company, or PFIC, for United States federal income tax purposes for the taxable year ended December 31, 2023, which could subject United States investors in our ADSs or Class A ordinary shares to significant adverse United States federal income tax consequences.
We believe that we were likely a passive foreign investment company, or PFIC, for United States federal income tax purposes for the taxable year ended December 31, 2024, which could subject United States investors in our ADSs or Class A ordinary shares to significant adverse United States federal income tax consequences.
This may make it more difficult for shareholders to influence the management of our company. Holders of our ordinary shares are not subject to this discretionary proxy. 62 Table of Contents Your rights to pursue claims against the depositary as a holder of ADSs are limited by the terms of the deposit agreement.
This may make it more difficult for shareholders to influence the management of our company. Holders of our ordinary shares are not subject to this discretionary proxy. Your rights to pursue claims against the depositary as a holder of ADSs are limited by the terms of the deposit agreement.
As a result, you may be unable to transfer your ADSs when you wish to. 63 Table of Contents Certain judgments obtained against us by our shareholders may not be enforceable. We are an exempted company limited by shares incorporated under the laws of the Cayman Islands.
As a result, you may be unable to transfer your ADSs when you wish to. Certain judgments obtained against us by our shareholders may not be enforceable. We are an exempted company limited by shares incorporated under the laws of the Cayman Islands.
Risk Factors—Risks Related to Doing Business in Mainland China—Compliance with the laws or regulations governing virtual currency may result in us having to obtain additional approvals or licenses or change our current business model;” ● Changes in the economic, political or social conditions or government policies in mainland China could have a material adverse effect on our business and operations.
Risk Factors—Risks Related to Doing Business in Mainland China—Compliance with the laws or regulations governing virtual currency may result in us having to obtain additional approvals or licenses or change our current business model;” 14 Table of Contents ● Changes in the economic, political or social conditions or government policies in mainland China could have a material adverse effect on our business and operations.
We cannot assure you that we will succeed in any of these aspects or that these industries in mainland China will continue to grow as rapidly as they have in the past. ​ 21 Table of Contents As users are facing a growing number of entertainment options that directly or indirectly compete with online live streaming, live streaming may not maintain or increase its current popularity.
We cannot assure you that we will succeed in any of these aspects or that these industries in mainland China will continue to change as rapidly as they have in the past. 20 Table of Contents As users are facing a growing number of entertainment options that directly or indirectly compete with online live streaming, live streaming may not maintain or increase its current popularity.
Furthermore, although we have been adopting measures to optimize costs and improve operational efficiency, we may continue to incur significant costs and expenses such as costs and expenses to retain and attract content creators, acquire content, maintain and grow our user base and generally expand our business operations, and research and development expenses and bandwidth costs to support our streaming functions, and personnel costs and expenses to attract and retain key employees, and investments to develop new businesses.
Furthermore, although we have been adopting measures to optimize costs and improve operational efficiency, we may continue to incur significant costs and expenses such as costs and expenses to retain and attract content creators, acquire and produce content, maintain and grow our user base and generally expand our business operations, and research and development expenses and bandwidth and server custody fees to support our streaming functions, and personnel costs and expenses to attract and retain key employees, and investments to develop new businesses.
Moreover, the costs of identifying and consummating acquisitions may be significant. If we are deemed to be an investment company under the United States Investment Company Act of 1940, as amended, it may be required to institute burdensome compliance requirements and its activities may be restricted.
Moreover, the costs of identifying and consummating acquisitions may be significant. 35 Table of Contents If we are deemed to be an investment company under the United States Investment Company Act of 1940, as amended, it may be required to institute burdensome compliance requirements and its activities may be restricted.
Tencent may use its control over us to prevent us from bringing a legal claim against it in the event of a contractual breach by Tencent, notwithstanding our contractual rights under these agreements. 40 Table of Contents ● Developing business relationships with Tencent’s competitors .
Tencent may use its control over us to prevent us from bringing a legal claim against it in the event of a contractual breach by Tencent, notwithstanding our contractual rights under these agreements. ● Developing business relationships with Tencent’s competitors .
As of the date of this annual report, our subsidiaries in mainland China, the VIE and its subsidiaries have obtained the requisite licenses and permits from the government authorities of mainland China that are material for our business operations in mainland China, including, among others, a value-added telecommunications business operation license for information services via internet, or ICP License, a permit for internet audio-video program service, a radio and television program production and operating permit, a commercial performance license and an internet culture operation license for music products.
As of the date of this annual report, our subsidiaries in mainland China, the VIE and its subsidiaries have obtained the requisite licenses and permits from the government authorities of mainland China that are necessary for our business operations in mainland China, including, among others, a value-added telecommunications business operation license for information services via internet, or ICP License, a permit for internet audio-video program service, a radio and television program production and operating permit, a commercial performance license and an internet culture operation license for music entertainment products, animation products, and online performance.
Information on the Company—B. Business Overview—Government Regulation” for details. For example, an internet information service provider shall obtain an ICP License from the Ministry of Industry and Information Technology of China or its local counterparts before engaging in any commercial internet information services.
Business Overview—Government Regulation” for details. For example, an internet information service provider shall obtain an ICP License from the Ministry of Industry and Information Technology of China or its local counterparts before engaging in any commercial internet information services.
For more information, see “Item 10. Additional Information—E. Taxation—United States Federal Income Tax Considerations” and “Item 10. Additional Information—E. Taxation—United States Federal Income Tax Considerations—Passive Foreign Investment Company Rules.” If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the market price for our ADSs and trading volume could decline.
For more information, see “Item 10. Additional Information—E. Taxation—U.S. Federal Income Tax Considerations” and “Item 10. Additional Information—E. Taxation—U.S. Federal Income Tax Considerations—Passive Foreign Investment Company Rules.” If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the market price for our ADSs and trading volume could decline.
The variable interest entity, Guangzhou Huya, has obtained a valid ICP License for provision of internet information services, a radio and television program production and operating permit, a commercial performance license and an internet culture operation license for music products.
The variable interest entity, Guangzhou Huya, has obtained a valid ICP License for provision of internet information services, a radio and television program production and operating permit, a commercial performance license and an internet culture operation license for music entertainment products, animation products, and online performance.
We cannot assure you that we will achieve any of the above, and our failure to do so may materially and adversely affect our business and results of operations. We have a limited operating history in overseas markets.
We cannot assure you that we will achieve any of the above, and our failure to do so may materially and adversely affect our business and results of operations. 25 Table of Contents We have a limited operating history in overseas markets.
If the government of mainland China deems that our contractual arrangements with the variable interest entity do not comply with regulatory restrictions of mainland China on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change or are interpreted differently in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations, and our ADSs may decline in value or become worthless, if we are unable to assert our contractual rights over the assets of the VIE which contributed to 95.6% of our revenues in 2023.
If the government of mainland China deems that our contractual arrangements with the variable interest entity do not comply with regulatory restrictions of mainland China on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change or are interpreted differently in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations, and our ADSs may decline in value or become worthless, if we are unable to assert our contractual rights over the assets of the VIE which contributed to 94.1% of our revenues in 2024.
In addition, we process transactions of almost all of our services through third-party online payment systems. Most of our users use online payment systems, such as WeChat Pay and Alipay, to make payments for various products and services on our platform.
In addition, we process transactions of many of our services through third-party online payment systems. Most of our users use online payment systems, such as WeChat Pay and Alipay, to make payments for various products and services on our platform.
We cooperate with talent agencies to manage, organize and recruit broadcasters on our platform. As we are an open platform that welcomes qualified broadcasters to register on our websites, cooperation with talent agencies substantially increases our operational efficiency in terms of discovering, supporting and managing broadcasters in a more organized and structured manner, and turning amateur broadcasters into full-time broadcasters.
As we are an open platform that welcomes qualified broadcasters to register on our websites, cooperation with talent agencies substantially increases our operational efficiency in terms of discovering, supporting and managing broadcasters in a more organized and structured manner, and turning amateur broadcasters into full-time broadcasters.
Accordingly, you may be unable to participate in our rights offerings in the future and may experience dilution in your holdings. You may not receive dividends or other distributions on our Class A ordinary shares and you may not receive any value for them, if it is illegal or impractical to make them available to you.
Accordingly, you may be unable to participate in our rights offerings in the future and may experience dilution in your holdings. ​ 64 Table of Contents You may not receive dividends or other distributions on our Class A ordinary shares and you may not receive any value for them, if it is illegal or impractical to make them available to you.
Press releases relating to financial results and material events are furnished to the SEC on Form 6-K. 65 Table of Contents However, the information we are required to file with or furnish to the SEC is less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers.
Press releases relating to financial results and material events are furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC is less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers.
Developing and integrating new content, services or infrastructure could be expensive and time-consuming, and these efforts may not yield the benefits we expect to achieve at all. For example, we are undertaking a strategic transformation to expand our business in the game industry, which may not succeed.
Developing and integrating new content, services or infrastructure could be expensive and time-consuming, and these efforts may not yield the benefits we expect to achieve at all. For example, our strategic transformation to expand our business in the game industry may not succeed.
For example, our mobile MAUs may not accurately reflect the actual number of people who accessed our platform through our mobile apps, as it is possible that some people may use more than one device, some people may share one device, and some people may access our platform through multiple channels.
For example, our mobile MAUs may not accurately reflect the actual number of people who accessed our platform and related services through mobile devices, as it is possible that some people may use more than one device, some people may share one device, and some people may access our platform through multiple channels.
We have a revenue sharing arrangement with both our broadcasters and talent agencies under which we share with them a portion of the revenues from the sales of our products and services on our platform. We also pay some popular broadcasters additional fees to sign agreements that contain exclusivity clauses with us.
We have a revenue sharing arrangement with both our broadcasters and talent agencies under which we share with them a portion of the revenues from the sales of our products and services on our platform, including live streaming services and game-related services. We also pay some popular broadcasters additional fees to sign agreements that contain exclusivity clauses with us.
In addition, each of our subsidiaries in mainland China is required to set aside at least 10% of its accumulated profits each year, if any, to fund certain reserve funds until the total amount set aside reaches 50% of its registered capital. As of December 31, 2023, we made appropriations of RMB122.4 million (US$17.2 million) to statutory reserves.
In addition, each of our subsidiaries in mainland China is required to set aside at least 10% of its accumulated profits each year, if any, to fund certain reserve funds until the total amount set aside reaches 50% of its registered capital. As of December 31, 2024, we made appropriations of RMB122.4 million (US$16.8 million) to statutory reserves.
We have followed our home country practice in lieu of the provisions of Section 302 and did not hold an annual general meeting of shareholders in 2022 and 2023.
We have followed our home country practice in lieu of the provisions of Section 302 and did not hold an annual general meeting of shareholders in 2024.
Our overseas operations may exert pressure on our operating results and net margins in the near term. Our overseas expansion may not progress at the intended pace, generate the anticipated revenue to cover our investment and be profitable, or achieve the targeted contribution to our total net revenues. Furthermore, the monetization of our overseas business may experience fluctuations.
Our overseas operations may exert pressure on our operating results and net margins in the near term. Our overseas expansion may not progress at the intended pace, or generate the anticipated revenue to cover our investment and be profitable. Furthermore, the monetization of our overseas business may experience fluctuations.
The dividend to be paid to holders of our ADSs through the depositary bank will be subject to the terms of the deposit agreement. For mainland China and United States federal income tax considerations of an investment in our ADSs and/or ordinary shares, see “Item 10. Additional Information—E.
The dividends to be paid under the 2025-2027 Dividend Plan to our ADS holders through the depositary bank will be subject to the terms of the deposit agreement. For mainland China and United States federal income tax considerations of an investment in our ADSs and/or ordinary shares, see “Item 10. Additional Information—E.
Business Overview—Government Regulations.” ​ 19 Table of Contents If we fail to obtain and maintain the licenses and approvals required under the complex regulatory environment for internet-based businesses in mainland China, our business, financial condition and results of operations may be materially and adversely affected. The internet industry in mainland China is highly regulated. See “Item 4.
Business Overview—Government Regulations.” If we fail to obtain and maintain the licenses and approvals required under the complex regulatory environment for internet-based businesses in mainland China, our business, financial condition and results of operations may be materially and adversely affected. The internet industry in mainland China is highly regulated. See “Item 4. Information on the Company—B.
As of March 31, 2024, Tencent held all of our outstanding Class B ordinary shares, resulting in 95.1% voting power in us calculated based on our total issued and outstanding shares.
As of March 31, 2025, Tencent held all of our outstanding Class B ordinary shares, resulting in 95.4% voting power in us calculated based on our total issued and outstanding shares.
We are advised by our mainland China legal counsel, Commerce & Finance Law Offices, that Audio-Visual License is not required for our live streaming business. ​ 20 Table of Contents Currently, we allow broadcasters to upload their recorded video clips to our platform.
We are advised by our mainland China legal counsel, Commerce & Finance Law Offices, that Audio-Visual License is not required for our live streaming business. 19 Table of Contents Currently, we allow broadcasters and users to upload their recorded or edited video clips to our platform.
Under the Amended and Restated 2021 Plan, the maximum aggregate number of shares of our company available for grant of awards is 8,018,111 Class A ordinary shares. As of March 31, 2024, 5,590,592 restricted share units have been granted and are outstanding under the Amended and Restated 2021 Plan.
Under the Amended and Restated 2021 Plan, the maximum aggregate number of shares of our company available for grant of awards is 8,018,111 Class A ordinary shares. As of March 31, 2025, 5,243,235 restricted share units have been granted and are outstanding under the Amended and Restated 2021 Plan.
For this reason, we were not identified as a Commission-Identified Issuer under the HFCAA for the fiscal year ended December 31, 2022 and we do not expect to be so identified after we file this annual report on Form 20-F.
For this reason, we were not identified as a Commission-Identified Issuer under the HFCAA for the previous fiscal year and do not expect to be so identified after we file this annual report on Form 20-F.
See “Item 4. Information on the Company—B. Business Overview—Government Regulations—Internet Information Services.” Moreover, the costs of compliance may continue to increase when more content is made available on our platform as a result of our growing user base, which may adversely affect our results of operations.
See “Item 4. Information on the Company—B. Business Overview—Government Regulations—Internet Information Services.” Moreover, the costs of compliance may continue to increase when more content is made available on our platform, which may adversely affect our results of operations.
For example, our users, revenues, or profits may be impacted by public holidays, school vacations, e-sports tournaments and game events that we launch from time to time, marketing campaigns and promotional activities that we conduct from time to time, or regulations, rules and guidelines that government authorities pose from time to time.
For example, our users, revenues, or profits may be impacted by public holidays, school vacations, e-sports tournaments and game events that we launch from time to time, marketing campaigns and promotional activities that we conduct from time to time, new game launches on the market and game operational activities that game companies conduct from time to time, or regulations, rules and guidelines that government authorities pose from time to time.
Although we do not hold funds at Silicon Valley Bank, we have funds at other banks, and if a bank or other financial institution at which a portion of our cash, cash equivalents or deposits is held fails in the future, our ability to access our existing cash, cash equivalents and deposits may be impacted and we may need to obtain capital from elsewhere.
We have funds in several banks, and if a bank or other financial institution at which a portion of our cash, cash equivalents or deposits is held fails in the future, our ability to access our existing cash, cash equivalents and deposits may be impacted and we may need to obtain capital from elsewhere.
Our live streaming revenues experienced a decline in 2022 and 2023, and we may continue to experience a decline and not be able to achieve a growth in the future, as the user demand for this service may change, decrease substantially or dissipate, we may fail to anticipate and serve user demands effectively, or we may have to make adjustments on our live streaming revenue model under intensified regulations, rules, or guidelines on the live streaming industry and we may not be able to mitigate revenue impacts of those adjustments.
Our live streaming revenues experienced a decline in 2023 and 2024, and we may continue to experience a decline and not be able to achieve a growth in the future, as the user demand for this service may change, decrease substantially or dissipate, we may fail to anticipate and serve user demands effectively, or we may have to make adjustments on our live streaming revenue model under intensified regulations, rules, or guidelines on the live streaming industry and we may not be able to mitigate revenue impacts of those adjustments, or our live streaming revenue model may not be competitive and we may lose market share if competition in the live streaming industry further intensifies.
If we are not able to maintain our relationship with talent agencies, in particular the platinum and diamond talent agencies which possess the capacity to produce a large volume of high-quality content and manage a considerable pool of talent, our operations may be materially and adversely affected.
If we are not able to maintain our relationship with talent agencies, in particular the platinum talent agencies which possess the capacity to produce a large volume of high-quality content and manage a considerable pool of talent, our operations may be materially and adversely affected. We cooperate with talent agencies to manage, organize and recruit broadcasters on our platform.
Our operations may be materially and adversely affected if we fail to maintain our culture within our addressable user communities. We have cultivated an interactive and vibrant online social community, centered around live game streaming.
We have a unique community culture that is vital to our success. Our operations may be materially and adversely affected if we fail to maintain our culture within our addressable user communities. We have cultivated an interactive and vibrant online social community, centered around live game streaming.
Additionally, as we have limited experience in game industry, our efforts in expanding our business presence in the game industry may not succeed and we may not be able to generate sufficient revenue to cover our investment and become profitable. We face competition in several major aspects of our business.
Additionally, as we have limited experience in game industry, our efforts in expanding our business presence in the game industry may not succeed and we may not be able to generate sufficient revenue to cover our investment and become profitable.
If we are unable to attract and retain users or convert users into paying users, our revenues may decline and our results of operations and financial condition may suffer. In 2023, we experienced a decline in the number of average quarterly paying users on Huya Live, compared with 2022.
If we are unable to attract and retain users or convert users into paying users, our revenues may decline and our results of operations and financial condition may suffer. In 2024, we experienced a decline in the number of average mobile MAUs and average quarterly paying users, compared with 2023.
Our results of operations could be adversely affected to the extent that the outbreak has any negative impact on the Chinese and global economy in general and the Chinese and global mobile internet and gaming industries in particular.
Our results of operations could be adversely affected to the extent that the outbreak has any negative impact on the Chinese and global economy in general and the Chinese and global mobile internet, live streaming, game and e-sports industries in particular.
If we do not adapt to or comply with the evolving expectations and standards on ESG matters from investors and the government of mainland China or are perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, we may suffer from reputational damage and the business, financial condition, and the price of our ADSs could be materially and adversely affected. 24 Table of Contents Our results of operations are subject to substantial quarterly and annual fluctuations due to seasonality.
If we do not adapt to or comply with the evolving expectations and standards on ESG matters from investors and the government of mainland China or are perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, we may suffer from reputational damage and the business, financial condition, and the price of our ADSs could be materially and adversely affected.
As of March 31, 2024, Tencent, our controlling shareholder, beneficially owned all of our issued and outstanding Class B ordinary shares, which constituted 66.0% of our total issued and outstanding share capital and 95.1% of the aggregate voting power of our total issued and outstanding share capital due to the disparate voting powers associated with our dual-class share structure.
As of March 31, 2025, Tencent, our controlling shareholder, beneficially owned all of our issued and outstanding Class B ordinary shares, which constituted 67.3% of our total issued and outstanding share capital and 95.4% of the aggregate voting power of our total issued and outstanding share capital due to the disparate voting powers associated with our dual-class share structure.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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It further provides that any ICP provider that fails to fulfill the obligations related to internet information security administration as required by applicable laws and refuses to rectify upon orders will be subject to criminal liability.
It further provides that any ICP provider that fails to fulfill the obligations related to internet information security administration as required by applicable laws and refuses to rectify upon orders will be subject to criminal liability.
Network operators are also required to collect and use personal information in compliance with the principles of legitimacy, properness and necessity, and strictly within the scope of authorization by the subject of personal information unless otherwise prescribed by laws or regulations. The Civil Code of China promulgated in 2020 also provides specific provisions regarding the protection of personal information.
Network operators are also required to collect and use personal information in compliance with the principles of legitimacy, properness and necessity, and strictly within the scope of authorization by the subject of personal information unless otherwise prescribed by laws or regulations. The Civil Code of China promulgated in 2020 also provides specific provisions regarding the protection of personal information.
Users can purchase in-game items directly from the yellow shopping carts on selected broadcasters’ channels while watching these broadcasters’ live content. Features for Broadcasters We provide handy tools for our broadcasters to create quality content. We have designed a series of dedicated mobile apps and PC client for our broadcasters, enabling them to live stream anytime, anywhere.
Users can also purchase in-game items directly from the yellow shopping carts on selected broadcasters’ channels while watching these broadcasters’ live content. Features for Broadcasters We provide handy tools for our broadcasters to create quality content. We have designed a series of dedicated mobile apps and PC client for our broadcasters, enabling them to live stream anytime, anywhere.
Risk Factors—Risks Related to Our Business and Our Industry—If we fail to obtain and maintain the licenses and approvals required under the complex regulatory environment for internet-based businesses in mainland China, our business, financial condition and results of operations may be materially and adversely affected.” In March 2018, the government of mainland China issued the Notice on Further Regulating the Transmission Order of Internet Audio-Visual Programs, which requires that, among others, audio-visual platforms shall: (i) not produce or transmit programs intended to parody or denigrate classic works, (ii) not re-edit, re-dub, re-caption or otherwise ridicule classic works, radio and television programs, or original internet audio-visual programs without authorization, (iii) not transmit re-edited programs which unfairly distort the original content, (iv) strictly monitor the adapted content uploaded by platform users and not provide transmission channels for illicit content, (v) immediately take down unauthorized content upon receipt of complaints from copyright owners, radio and television stations, or film and television production institutions, (vi) strengthen the administration of movie trailers and prevent improper broadcasting of movie clips and trailers prior to authorized release, and (vii) strengthen the administration of sponsorship and endorsement for internet audio-visual programs.
Risk Factors—Risks Related to Our Business and Our Industry—If we fail to obtain and maintain the licenses and approvals required under the complex regulatory environment for internet-based businesses in mainland China, our business, financial condition and results of operations may be materially and adversely affected.” 86 Table of Contents In March 2018, the government of mainland China issued the Notice on Further Regulating the Transmission Order of Internet Audio-Visual Programs, which requires that, among others, audio-visual platforms shall: (i) not produce or transmit programs intended to parody or denigrate classic works, (ii) not re-edit, re-dub, re-caption or otherwise ridicule classic works, radio and television programs, or original internet audio-visual programs without authorization, (iii) not transmit re-edited programs which unfairly distort the original content, (iv) strictly monitor the adapted content uploaded by platform users and not provide transmission channels for illicit content, (v) immediately take down unauthorized content upon receipt of complaints from copyright owners, radio and television stations, or film and television production institutions, (vi) strengthen the administration of movie trailers and prevent improper broadcasting of movie clips and trailers prior to authorized release, and (vii) strengthen the administration of sponsorship and endorsement for internet audio-visual programs.
Regarding the payment period for registered capital, under the amended PRC Company Law, all shareholders of a PRC limited liability company are required to fully pay the subscribed registered capital within five years from the company’s establishment date, unless otherwise stipulated by specific laws and regulations.
Regarding the payment period for registered capital, under the PRC Company Law, all shareholders of a PRC limited liability company are required to fully pay the subscribed registered capital within five years from the company’s establishment date, unless otherwise stipulated by specific laws and regulations.
An ICP service operator is also required to properly keep the user personal information, and in case of any leak or likely leak of the user personal information, the ICP service operator must take immediate remedial measures and, in severe circumstances, to make an immediate report to the telecommunications regulatory authority. 90 Table of Contents In addition, pursuant to the Decision on Strengthening the Protection of Online Information issued by the Standing Committee of the National People’s Congress in December 2012 and the Order for the Protection of Telecommunication and Internet User Personal Information issued by the Ministry of Industry and Information Technology in July 2013, any collection and use of user personal information must be subject to the consent of the user, abide by the principles of legality, rationality and necessity and be within the specified purposes, methods and scopes.
An ICP service operator is also required to properly keep the user personal information, and in case of any leak or likely leak of the user personal information, the ICP service operator must take immediate remedial measures and, in severe circumstances, to make an immediate report to the telecommunications regulatory authority. ​ 93 Table of Contents In addition, pursuant to the Decision on Strengthening the Protection of Online Information issued by the Standing Committee of the National People’s Congress in December 2012 and the Order for the Protection of Telecommunication and Internet User Personal Information issued by the Ministry of Industry and Information Technology in July 2013, any collection and use of user personal information must be subject to the consent of the user, abide by the principles of legality, rationality and necessity and be within the specified purposes, methods and scopes.
Deep synthesis service providers, technical supporters and users shall fulfill corresponding obligations and responsibilities in accordance with the provisions, including establishing and improving the algorithm management system, taking measures to protect data security and personal information, conducting content review, performing security assessment, and completing filing procedures for algorithms. 91 Table of Contents In addition, the Interim Measures for the Administration of Generative Artificial Intelligence Services, which were promulgated by the Cyberspace Administration of China together with other government authorities on July 10, 2023 and came into effect on August 15, 2023, specify the compliance requirements for generative artificial intelligence service providers.
Deep synthesis service providers, technical supporters and users shall fulfill corresponding obligations and responsibilities in accordance with the provisions, including establishing and improving the algorithm management system, taking measures to protect data security and personal information, conducting content review, performing security assessment, and completing filing procedures for algorithms. 94 Table of Contents In addition, the Interim Measures for the Administration of Generative Artificial Intelligence Services, which were promulgated by the Cyberspace Administration of China together with other government authorities on July 10, 2023 and came into effect on August 15, 2023, specify the compliance requirements for generative artificial intelligence service providers.
Risk Factors—Risks Related to Our Business and Our Industry—We may be subject to intellectual property infringement claims or other allegations, which could result in our payment of substantial damages, penalties and fines, removal of relevant content from our platform or seeking license arrangements which may not be available on commercially reasonable terms.” 87 Table of Contents Domain Name In June 2019, the China Internet Network Information Center issued the Implementation Rules for Registration of National First Tier Domain Names, which became effective on June 18, 2019.
Risk Factors—Risks Related to Our Business and Our Industry—We may be subject to intellectual property infringement claims or other allegations, which could result in our payment of substantial damages, penalties and fines, removal of relevant content from our platform or seeking license arrangements which may not be available on commercially reasonable terms.” 90 Table of Contents Domain Name In June 2019, the China Internet Network Information Center issued the Implementation Rules for Registration of National First Tier Domain Names, which became effective on June 18, 2019.
Risk Factors—Risks Related to Doing Business in Mainland China—The regulations in mainland China relating to offshore investment activities by mainland China residents may limit the ability of our subsidiaries in mainland China to increase their registered capital or distribute profits to us or otherwise expose us to liability and penalties under law of mainland China.” Stock option rules Pursuant to the Notice on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly Listed Company, issued by the State Administration of Foreign Exchange in February 2012, employees, directors, supervisors and other senior management participating in any stock incentive plan of an overseas publicly listed company who are mainland China citizens or who are non-mainland China citizens residing in mainland China for a continuous period of not less than one year, subject to a few exceptions, are required to register with the State Administration of Foreign Exchange through a domestic qualified agent, which could be a subsidiary in mainland China of such overseas listed company, and complete certain other procedures.
Risk Factors—Risks Related to Doing Business in Mainland China—The regulations in mainland China relating to offshore investment activities by mainland China residents may limit the ability of our subsidiaries in mainland China to increase their registered capital or distribute profits to us or otherwise expose us to liability and penalties under law of mainland China.” 95 Table of Contents Stock option rules Pursuant to the Notice on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly Listed Company, issued by the State Administration of Foreign Exchange in February 2012, employees, directors, supervisors and other senior management participating in any stock incentive plan of an overseas publicly listed company who are mainland China citizens or who are non-mainland China citizens residing in mainland China for a continuous period of not less than one year, subject to a few exceptions, are required to register with the State Administration of Foreign Exchange through a domestic qualified agent, which could be a subsidiary in mainland China of such overseas listed company, and complete certain other procedures.
The regulation became effective on January 1, 2020 and mandates that, where an internet information service provider cooperates with others to jointly provide works, performances, audio and video products of which the right holders have information network transmission right, this behavior constitutes a joint infringement of third parties’ information network transmission right, and the court in mainland China shall order the internet information service provider to assume joint liability for such infringement.
The regulation became effective on January 1, 2021 and mandates that, where an internet information service provider cooperates with others to jointly provide works, performances, audio and video products of which the right holders have information network transmission right, this behavior constitutes a joint infringement of third parties’ information network transmission right, and the court in mainland China shall order the internet information service provider to assume joint liability for such infringement.
Leveraging our technological capabilities in the fields of big data and artificial intelligence (AI), live streaming, and infrastructure, we deliver superior user experience and conduct operation in an efficient manner. 67 Table of Contents Our Users Our user base consists mainly of the young generation, who are generally more open-minded and tech-savvy, with an interest in games and other forms of entertainment.
Leveraging our technological capabilities in the fields of artificial intelligence (AI) and big data, live streaming, and infrastructure, we deliver superior user experience and conduct operation in an efficient manner. 69 Table of Contents Our Users Our user base consists mainly of the young generation, who are generally more open-minded and tech-savvy, with an interest in games and other forms of entertainment.
Risk Factors—Risks Related to Our Business and Our Industry—We may be subject to intellectual property infringement claims or other allegations, which could result in our payment of substantial damages, penalties and fines, removal of relevant content from our platform or seeking license arrangements which may not be available on commercially reasonable terms.” 74 Table of Contents Government Regulations As the live streaming industry is still evolving in mainland China, new laws and regulations may be promulgated from time to time to introduce new regulatory requirements, including but not limited to, requirements of obtaining new licenses and permits in addition to those we currently have.
Risk Factors—Risks Related to Our Business and Our Industry—We may be subject to intellectual property infringement claims or other allegations, which could result in our payment of substantial damages, penalties and fines, removal of relevant content from our platform or seeking license arrangements which may not be available on commercially reasonable terms.” Government Regulations As the live streaming industry is still evolving in mainland China, new laws and regulations may be promulgated from time to time to introduce new regulatory requirements, including but not limited to, requirements of obtaining new licenses and permits in addition to those we currently have.
Furthermore, on March 31, 2009, the government of mainland China promulgated the Notice on Strengthening the Administration of the Content of Internet Audio-Visual Programs, which reiterates the pre-approval requirements for the audio-visual programs transmitted via the internet, including through mobile networks, where applicable, and bans certain types of internet audiovisual programs containing violence, pornography, gambling, terrorism, superstition or other similarly prohibited elements.
Furthermore, on March 30, 2009, the government of mainland China promulgated the Notice on Strengthening the Administration of the Content of Internet Audio-Visual Programs, which reiterates the pre-approval requirements for the audio-visual programs transmitted via the internet, including through mobile networks, where applicable, and bans certain types of internet audiovisual programs containing violence, pornography, gambling, terrorism, superstition or other similarly prohibited elements.
Risk Factors—Risks Related to Doing Business in Mainland China—Compliance with the laws or regulations governing virtual currency may result in us having to obtain additional approvals or licenses or change our current business model.” 80 Table of Contents According to the Provisions of Functions, Structure and Staffing of the Ministry of Culture and Tourism issued by the General Office of the Central Committee of the Chinese Communist Party and the General Office of the State Council on July 30, 2018, the Ministry of Culture and Tourism will no longer assume the management responsibilities of the online game industry.
Risk Factors—Risks Related to Doing Business in Mainland China—Compliance with the laws or regulations governing virtual currency may result in us having to obtain additional approvals or licenses or change our current business model.” According to the Provisions of Functions, Structure and Staffing of the Ministry of Culture and Tourism issued by the General Office of the Central Committee of the Chinese Communist Party and the General Office of the State Council on July 30, 2018, the Ministry of Culture and Tourism will no longer assume the management responsibilities of the online game industry.
Risk Factors—Risks Related to Doing Business in Mainland China—Under the enterprise income tax law of mainland China, we may be classified as a mainland China “resident enterprise,” which could result in unfavorable tax consequences to us and our shareholders and have a material adverse effect on our results of operations and the value of your investment.” Value added tax Our live streaming services, advertising activities, and for any other parts of our business are subject to a value-added tax in mainland China in accordance with in accordance with the Provisional Regulations on Value-added Tax and its implementation rules.
Risk Factors—Risks Related to Doing Business in Mainland China—Under the enterprise income tax law of mainland China, we may be classified as a mainland China “resident enterprise,” which could result in unfavorable tax consequences to us and our shareholders and have a material adverse effect on our results of operations and the value of your investment.” 97 Table of Contents Value added tax Our live streaming services, advertising activities, and for any other parts of our business are subject to a value-added tax in mainland China in accordance with in accordance with the Provisional Regulations on Value-added Tax and its implementation rules.
The Ministry of Public Security has promulgated measures to prohibit the uses of the internet which, among other things, result in a leakage of state secrets or a spread of socially destabilizing content. 88 Table of Contents In 1997, the Ministry of Public Security issued the Administration Measures on the Security Protection of Computer Information Network with Internationally Connections.
The Ministry of Public Security has promulgated measures to prohibit the uses of the internet which, among other things, result in a leakage of state secrets or a spread of socially destabilizing content. 91 Table of Contents In 1997, the Ministry of Public Security issued the Administration Measures on the Security Protection of Computer Information Network with Internationally Connections.
Certain talent agencies with the capacity to produce a large volume of high-quality content and manage a considerable pool of talent may be recognized as platinum talent agencies or diamond talent agencies upon our thorough assessment of their qualifications and broadcaster portfolios. We provide platinum and diamond talent agencies with additional resources to promote and develop their broadcasters.
Certain talent agencies with the capacity to produce a large volume of high-quality content and manage a considerable pool of talent may be recognized as platinum talent agencies upon our thorough assessment of their qualifications and broadcaster portfolios. We provide platinum talent agencies with additional resources to promote and develop their broadcasters.
For example, under a license agreement entered into in April 2021 and amended in January 2023, we acquired the exclusive broadcasting rights in mainland China for League of Legends Pro League from 2021 to 2022 and the non-exclusive broadcasting rights in mainland China for League of Legends Pro League and League of Legends World Championship from 2023 to 2025.
For example, under a license agreement entered into in April 2021 and amended in January 2023 and September 2024, we acquired the exclusive broadcasting rights in mainland China for League of Legends Pro League from 2021 to 2022 and the non-exclusive broadcasting rights in mainland China for League of Legends Pro League and League of Legends World Championship from 2023 to 2025.
We currently conduct our business through Guangzhou Huya and its subsidiaries based on these contractual arrangements, which allow us to: ● exercise contractual rights over Guangzhou Huya and its subsidiaries; ● receive substantially all of the economic benefits of Guangzhou Huya and its subsidiaries; and ● have an exclusive option to purchase all or part of the equity interests in Guangzhou Huya when and to the extent permitted by law of mainland China.
We currently conduct our business through Guangzhou Huya and its subsidiaries based on these contractual arrangements, which allow us to: ● exercise contractual rights over Guangzhou Huya and its subsidiaries; 100 Table of Contents ● receive substantially all of the economic benefits of Guangzhou Huya and its subsidiaries; and ● have an exclusive option to purchase all or part of the equity interests in Guangzhou Huya when and to the extent permitted by law of mainland China.
Currently, Guangzhou Huya holds a valid Commercial Performance License issued by the Guangzhou Bureau of Culture, Radio, Television, Tourism and Sport Panyu District Branch. 82 Table of Contents Online Transmission of Audio-Visual Programs On April 13, 2005, the PRC Council promulgated the Certain Decisions on the Entry of the Non-state-owned Capital into the Cultural Industry.
Currently, Guangzhou Huya holds a valid Commercial Performance License issued by the Guangzhou Bureau of Culture, Radio, Television, Tourism and Sport Panyu District Branch. Online Transmission of Audio-Visual Programs On April 13, 2005, the PRC Council promulgated the Certain Decisions on the Entry of the Non-state-owned Capital into the Cultural Industry.
As of the date of this annual report, we have not obtained an internet publishing license. As of the date of this annual report, online games developed or operated by us have been published through third-party partners who have internet publishing licenses. Currently, we allow broadcasters to upload their recorded video clips on our platform.
As of the date of this annual report, we have not obtained an internet publishing license. As of the date of this annual report, online games developed or operated by us have been published through third-party partners who have internet publishing licenses. Currently, we allow broadcasters and users to upload their recorded or edited video clips on our platform.
On December 6, 2007, the State Council promulgated the implementation rules to the New Enterprise Income Tax Law, which became effective on January 1, 2008 and was amended on April 23, 2019.
On December 6, 2007, the State Council promulgated the implementation rules to the New Enterprise Income Tax Law, which became effective on January 1, 2008 and was amended on April 23, 2019 and November 6, 2024.
Risk Factors—Risks Related to Our Corporate Structure—Uncertainties exist with respect to the interpretation and implementation of the PRC Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance and business operations.” 99 Table of Contents D. Property, Plants and Equipment Our corporate headquarters are located in Guangzhou, China.
Risk Factors—Risks Related to Our Corporate Structure—Uncertainties exist with respect to the interpretation and implementation of the PRC Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance and business operations.” D. Property, Plants and Equipment Our corporate headquarters are located in Guangzhou, China.
In the community section, there are segments for different game titles and tournaments, where official accounts operated by game studios can join the community to provide information of game events and game strategies. Game-related services .
In the community section, there are segments for different game titles and tournaments, where official accounts operated by game studios can join the community to provide information of game events and game strategies.
We also allow broadcasters to upload their recorded video clips to our platform, and we selectively record and edit live streaming gameplays of certain popular broadcasters and turn them into video clip highlights. Our effective management of broadcasters is also reflected in our ability to promptly attract and motivate broadcasters to live stream new popular games.
We also allow broadcasters to upload their recorded video clips to our platform, and we selectively record and edit live streaming gameplays of certain popular broadcasters and turn them into video clip highlights. 71 Table of Contents Our effective management of broadcasters is also reflected in our ability to promptly attract and motivate broadcasters to live stream new popular games.
Features of our platform have been carefully designed to create a seamless viewing experience, an interactive environment, and a vibrant culture for our users. The basic features of our platform dedicated to users include watching and following, content exploring and recommendation, bullet chatting and messaging, purchasing and gifting, and community interaction. Watching and following.
Features of our platform have been carefully designed to create a seamless viewing experience, an interactive environment, and a vibrant culture for our users. The basic features of our platform dedicated to users include watching and following, content exploring and recommendation, bullet chatting and messaging, purchasing and gifting, and community interaction. 72 Table of Contents Watching and following.
Risk Factors—Risks Related to Our Business and Our Industry—We may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position.” 73 Table of Contents Seasonality We may experience seasonality in our business, reflecting seasonal fluctuations in online entertainment consumption.
Risk Factors—Risks Related to Our Business and Our Industry—We may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position.” Seasonality We may experience seasonality in our business, reflecting seasonal fluctuations in online entertainment consumption.
Regulations on Telecommunications Services In September 2000, the State Council issued the Regulations on Telecommunications of China, as amended on July 29, 2014 and February 6, 2016 and amended on June 9, 2019, to regulate telecommunications activities in mainland China. The Regulations on Telecommunications set out basic guidelines on different types of telecommunications business activities in mainland China.
Regulations on Telecommunications Services In September 2000, the State Council issued the Regulations on Telecommunications of China, as amended on July 29, 2014 and February 6, 2016, to regulate telecommunications activities in mainland China. The Regulations on Telecommunications set out basic guidelines on different types of telecommunications business activities in mainland China.
These entities may opt not to establish a board of supervisors or any supervisory positions. 75 Table of Contents Regulations Relating to Foreign Ownership Restrictions On July 13, 2006, the Ministry of Industry and Information Technology issued the Circular on Strengthening the Administration of Foreign Investment in Value-added Telecommunications Services, which provides that (a) foreign investors can only operate telecommunications business in mainland China through telecommunications enterprises with valid telecommunications business operation license; (b) domestic licensees may not rent, transfer or sell telecommunications business licenses to foreign investors in any form or provide any foreign investors with resources, venues or facilities to promote unlicensed operations of telecommunications businesses in mainland China; (c) value-added telecommunications service providers or their shareholders must directly own the domain names and registered trademarks that are used in their daily operations; (d) each value-added telecommunications service provider must have necessary facilities for its approved business operations and maintain such facilities in the geographic regions specified in its license; and (e) all value-added telecommunications service providers should improve their network and information security, establish an information safety system and set up emergency plans to ensure network and information safety.
Regulations Relating to Foreign Ownership Restrictions On July 13, 2006, the Ministry of Industry and Information Technology issued the Circular on Strengthening the Administration of Foreign Investment in Value-added Telecommunications Services, which provides that (a) foreign investors can only operate telecommunications business in mainland China through telecommunications enterprises with valid telecommunications business operation license; (b) domestic licensees may not rent, transfer or sell telecommunications business licenses to foreign investors in any form or provide any foreign investors with resources, venues or facilities to promote unlicensed operations of telecommunications businesses in mainland China; (c) value-added telecommunications service providers or their shareholders must directly own the domain names and registered trademarks that are used in their daily operations; (d) each value-added telecommunications service provider must have necessary facilities for its approved business operations and maintain such facilities in the geographic regions specified in its license; and (e) all value-added telecommunications service providers should improve their network and information security, establish an information safety system and set up emergency plans to ensure network and information safety.
The amended PRC Company Law will supersede the existing PRC Company Law amended in October 2018 and introduce significant changes to various key aspects of corporate formation, operations, and governance, including modifications to the statutory timeframe for the payment of registered capital and alterations in the composition of the board of directors and the board of supervisors, among other areas.
The PRC Company Law superseded the previous existing PRC Company Law amended in October 2018 and introduce significant changes to various key aspects of corporate formation, operations, and governance, including modifications to the statutory timeframe for the payment of registered capital and alterations in the composition of the board of directors and the board of supervisors, among other areas.
Users can also communicate with other users or broadcasters through real-time commenting or in a private setting through our messaging feature. 70 Table of Contents Purchasing and gifting. Users can make purchases on our platform to send virtual gifts to broadcasters, or to enjoy privileges and rights, or to receive other products or services.
Users can also communicate with other users or broadcasters through real-time commenting or in a private setting through our messaging feature. Purchasing and gifting. Users can make purchases on our platform to send virtual gifts to broadcasters, or to enjoy privileges and rights, or to receive other products or services.
This pledge will become effective on the date the pledged equity interests are registered with the competent administration for market regulation and will remain effective until the pledgor is no longer the shareholder of Guangzhou Huya.
This pledge will become effective on the date the pledged equity interests are registered with the competent administration for market regulation and will remain effective until the pledgor is no longer the shareholder of Guangzhou Huya. The pledged equity interests were registered with the competent administration for market regulation on September 21, 2020.
In addition, on February 9, 2021, the National Office of Anti-Pornography and Illegal Publication, the Ministry of Industry and Information Technology, the Ministry of Public Security, the Ministry of Culture and Tourism, the National Radio and Television Administration, the Cyberspace Administration and the State Administration for Market Regulation jointly issued the Guiding Opinions on Strengthening the Management of Online Live Streaming, which require that online live streaming platforms to: (i) establish and improve the management system of live streaming account classification, the management rules of virtual gifting and the management system of virtual gifts; (ii) set reasonable limits on the maximum amount of virtual gifting in a single show according to different categories of live streaming accounts; and (iii) set reasonable upper limits on a single virtual gift and amount of virtual gifting to remind the users whose daily consumption amount has triggered the corresponding threshold, and set necessary the reward cooling off period and deferred payment period. 84 Table of Contents On May 7, 2022, the government of mainland China issued the Opinion on Live Streaming Virtual Gifting and Enhancing the Protection of Minors.
In addition, on February 9, 2021, the National Office of Anti-Pornography and Illegal Publication, the Ministry of Industry and Information Technology, the Ministry of Public Security, the Ministry of Culture and Tourism, the National Radio and Television Administration, the Cyberspace Administration and the State Administration for Market Regulation jointly issued the Guiding Opinions on Strengthening the Management of Online Live Streaming, which require that online live streaming platforms to: (i) establish and improve the management system of live streaming account classification, the management rules of virtual gifting and the management system of virtual gifts; (ii) set reasonable limits on the maximum amount of virtual gifting in a single show according to different categories of live streaming accounts; and (iii) set reasonable upper limits on a single virtual gift and amount of virtual gifting to remind the users whose daily consumption amount has triggered the corresponding threshold, and set necessary the reward cooling off period and deferred payment period.
Risk Factors—Risks Related to Our Corporate Structure.” We rely principally on dividends and other distributions from Huya Technology and service fee income from Guangzhou Huya for our cash needs, including the funds necessary to pay dividends to our shareholders or service any debt we may incur.
See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure.” We rely principally on dividends and other distributions from Huya Technology and service fee income from Guangzhou Huya for our cash needs, including the funds necessary to pay dividends to our shareholders or service any debt we may incur.
The directly accountable persons in charge and other directly accountable personnel shall simultaneously be given a warning and be subject to a fine ranging from RMB500,000 to RMB5 million. C.
The directly accountable persons in charge and other directly accountable personnel shall simultaneously be given a warning and be subject to a fine ranging from RMB500,000 to RMB5 million. 99 Table of Contents C.
Regulations on Corporate Governance On December 29, 2023, the Standing Committee of the National People’s Congress promulgated the amended PRC Company Law, which will come into effect on July 1, 2024.
Regulations on Corporate Governance On December 29, 2023, the Standing Committee of the National People’s Congress promulgated the PRC Company Law, which came into effect on July 1, 2024.
Special visual effects, such as thumbs-up, planes, or treasure boxes, on the screen will be generated during live streaming when these gifts are presented to the broadcasters by users.
Consumable virtual items mainly serve as gifts to broadcasters. Special visual effects, such as thumbs-up, planes, or treasure boxes, on the screen will be generated during live streaming when these gifts are presented to the broadcasters by users.
Pursuant to such draft provisions, there shall be a three-year transitional period, from July 1, 2024, to June 30, 2027, allowing existing companies to align their capital contribution timelines accordingly. Regarding corporate governance structures, the amended PRC Company Law removes the maximum limit on the number of directors for a limited liability company.
Pursuant to such provisions, there is a three-year transitional period, from July 1, 2024, to June 30, 2027, allowing existing companies to align their capital contribution timelines accordingly. 77 Table of Contents Regarding corporate governance structures, the PRC Company Law removes the maximum limit on the number of directors for a limited liability company.
For example, our users, revenues or profits may be impacted by public holidays, school vacations, e-sport tournaments and game events that we launch from time to time, marketing campaigns and promotional activities that we conduct from time to time, or regulations, rules and guidelines that government authorities pose from time to time.
For example, our users, revenues or profits may be impacted by public holidays, school vacations, e-sport tournaments and game events that we launch from time to time, marketing campaigns and promotional activities that we conduct from time to time, new game launches on the market and game operational activities that game companies conduct from time to time, or regulations, rules and guidelines that government authorities pose from time to time.
According to the Notice of the State Administration of Taxation on Issues Concerning the Determination of Chinese-Controlled Enterprises Registered Overseas as Resident Enterprises on the Basis of Their Bodies of Actual Management, or SAT Circular 82, a Chinese-controlled offshore-incorporated enterprise will be regarded as a mainland China tax resident by virtue of having its “de facto management body” in mainland China and will be subject to enterprise income tax of mainland China on its global income only if all of the following conditions set forth in SAT Circular 82 are met: (i) the primary location of the day-to-day operational management is in mainland China; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in mainland China; (iii) the enterprise’s primary assets, accounting books and records, company seals and board and shareholder resolutions are located or maintained in mainland China; and (iv) 50% or more of voting board members or senior executives habitually reside in mainland China.
Under the implementation regulations to the Enterprise Income Tax Law, a “de facto management body” is defined as a body that has material and overall management and control over the manufacturing and business operations, personnel and human resources, finances and properties of an enterprise. 96 Table of Contents According to the Notice of the State Administration of Taxation on Issues Concerning the Determination of Chinese-Controlled Enterprises Registered Overseas as Resident Enterprises on the Basis of Their Bodies of Actual Management, or SAT Circular 82, a Chinese-controlled offshore-incorporated enterprise will be regarded as a mainland China tax resident by virtue of having its “de facto management body” in mainland China and will be subject to enterprise income tax of mainland China on its global income only if all of the following conditions set forth in SAT Circular 82 are met: (i) the primary location of the day-to-day operational management is in mainland China; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in mainland China; (iii) the enterprise’s primary assets, accounting books and records, company seals and board and shareholder resolutions are located or maintained in mainland China; and (iv) 50% or more of voting board members or senior executives habitually reside in mainland China.
Aside from the reporting system of foreign investment information, the Foreign Investment Law also establishes a safety review system for foreign investment, under which the safety review shall be conducted for any foreign investment affecting or having the possibility to affect national security.
Aside from the reporting system of foreign investment information, the Foreign Investment Law also establishes a safety review system for foreign investment, under which the safety review shall be conducted for any foreign investment affecting or having the possibility to affect national security. The decisions made by safety reviews in accordance with the law shall be final.
As of March 31, 2024, we have 1,111 registered trademarks in mainland China (including Hong Kong, Macao and Taiwan) and 454 registered trademarks overseas, including our “Huya”, “ 虎牙 ” and “ 虎牙直播 ” trademarks, and are in the process to register additional 114 trademarks.
As of March 31, 2025, we have 1,273 registered trademarks in mainland China (including Hong Kong, Macao and Taiwan) and 390 registered trademarks overseas, including our “Huya”, “ 虎牙 ” and “ 虎牙直播 ” trademarks, and are in the process to register additional 241 trademarks.
On April 12, 2022, the Network Audio-Visual Program Administration Department of National Radio and Television Administration and the Publication Office of the Central Committee of the Communist Party of China jointly issued a Notice on Strengthening the Administration of Live Streaming Games on the Online Audio-Visual Program Platforms, which mandates several provincial branches of the National Press and Publication Administration and the National Radio and Television Administration to strictly control the business operations of online platforms by following methods: (i) strict prohibition of disseminating illegal games, (ii) enhanced management of broadcast content, (iii) strengthened guidance of broadcasters’ behavior, (iv) prohibition of individuals lacking morality or who violating laws from appearing, (v) supervision of the establishment and implement of mechanisms for the protection of minors; and (vi) strict implementation of the classified filing system.
Online game companies shall not provide gaming services in any form (including visitor experience mode) to users who have not registered or logged in with their real names. 81 Table of Contents On April 12, 2022, the Network Audio-Visual Program Administration Department of National Radio and Television Administration and the Publication Office of the Central Committee of the Communist Party of China jointly issued a Notice on Strengthening the Administration of Live Streaming Games on the Online Audio-Visual Program Platforms, which mandates several provincial branches of the National Press and Publication Administration and the National Radio and Television Administration to strictly control the business operations of online platforms by following methods: (i) strict prohibition of disseminating illegal games, (ii) enhanced management of broadcast content, (iii) strengthened guidance of broadcasters’ behavior, (iv) prohibition of individuals lacking morality or who violating laws from appearing, (v) supervision of the establishment and implement of mechanisms for the protection of minors; and (vi) strict implementation of the classified filing system.
Users are also able to share links to live streams on other social media platforms. For e-sport tournaments and game events content, we also provide features such as live event instant playback and video clip generation and sharing.
Users are also able to share links to live streams on other social media platforms. For e-sport tournaments and game events content, we also provide features such as live event instant playback and event data visualization to enchance user engagement.
To comply with the relevant section of the circular that bans the conversion of virtual currency into real currency or property, in relation to online music and entertainment, our virtual currency currently can only be used by users to exchange into virtual items to be used to show support for performers or gain access to privileges and special features in the channels which are services in nature instead of “real currency or property.” Once the virtual currency is exchanged by users for virtual items or the relevant privileged services, the conversion transaction is completed and we immediately cancel the virtual item in our internal system.
To comply with the relevant section of the circular that bans the conversion of virtual currency into real currency or property, in relation to online music and entertainment, our virtual currency currently can only be used by users to exchange into virtual items to be used to show support for performers or gain access to privileges and special features in the channels which are services in nature instead of “real currency or property.” Once the virtual currency is exchanged by users for virtual items or the relevant privileged services, the conversion transaction is completed and we immediately cancel the virtual item in our internal system. 82 Table of Contents In February 2007, fourteen regulatory authorities of mainland China jointly issued a circular to further strengthen the oversight of internet cafes and online games.
According to the Administrative Measures for Business Activities of Online Performances, which was issued by Ministry of Culture and Tourism on December 2, 2016 and became effective on January 1, 2017, business activities of transmitting the content of online game skills presented or narrated via information networks in real time, such as internet, mobile communication networks and mobile internet or uploading such content for communication in the audio-visual form, shall be administered by these measures, and online performance shall not use any online game product without content examination and approval number or filing number issued by competent administrative cultural authorities to present or narrate online game skills.
The Regulations require that, online performances and online audio-visual programs provided through internet streaming, when involving the above mentioned matters, should obtain a license according to the laws and regulations related to the qualifications. 84 Table of Contents According to the Administrative Measures for Business Activities of Online Performances, which was issued by Ministry of Culture and Tourism on December 2, 2016 and became effective on January 1, 2017, business activities of transmitting the content of online game skills presented or narrated via information networks in real time, such as internet, mobile communication networks and mobile internet or uploading such content for communication in the audio-visual form, shall be administered by these measures, and online performance shall not use any online game product without content examination and approval number or filing number issued by competent administrative cultural authorities to present or narrate online game skills.
Regulations Related to Commercial Performances The Administrative Regulations on Commercial Performances (2020 Revision), which was promulgated by the State Council and became effective on February 6, 2016, was amended on November 29, 2020.
Regulations Related to Commercial Performances The Administrative Regulations on Commercial Performances (2020 Revision), which was promulgated by the State Council and became effective on July 7, 2005, was amended on July 22, 2008, July 18, 2013, February 6, 2016 and November 29, 2020, respectively.
Business Overview—Government Regulations—Intellectual Property Rights—Patents.” We have registered 297 software copyrights and 87 copyrights of artworks with the PRC National Copyright Administration. We have 282 registered domain names, including huya.com .
Business Overview—Government Regulations—Intellectual Property Rights—Patents.” 75 Table of Contents We have registered 351 software copyrights and 89 copyrights of artworks with the PRC National Copyright Administration. We have 230 registered domain names, including huya.com .
On April 3, 2020, Linen Investment Limited exercised its right and acquired 16,523,819 Class B ordinary shares for an aggregate purchase price of US$262.6 million in cash from JOYY.
On April 3, 2020, Linen Investment Limited exercised its right and acquired 16,523,819 Class B ordinary shares for an aggregate purchase price of US$262.6 million in cash from JOYY. As a result of the closing of the transaction, Tencent became our controlling shareholder.
We have invested significant resources in developing advanced content monitoring and copyright protection technologies, policies and procedures. 72 Table of Contents We maintain multiple layers of content management and review procedures to monitor live streaming content on our platform to ensure that we are able to promptly identify content that may be deemed to be inappropriate, in violation of laws, regulations and government policies or infringing upon third-party rights.
We maintain multiple layers of content management and review procedures to monitor live streaming content on our platform to ensure that we are able to promptly identify content that may be deemed to be inappropriate, in violation of laws, regulations and government policies or infringing upon third-party rights.
On October 23, 2015, the Ministry of Culture and Tourism promulgated the Notice on Further Strengthening and Improving the Content Management of Online Music, stipulating that operating entities shall carry out self-examination with respect to the content management of online music, which shall be regulated by the cultural administration departments in process or afterwards.
On October 23, 2015, the Ministry of Culture and Tourism promulgated the Notice on Further Strengthening and Improving the Content Management of Online Music, stipulating that operating entities shall carry out self-examination with respect to the content management of online music, which shall be regulated by the cultural administration departments in process or afterwards. 83 Table of Contents Guangzhou Huya holds a valid Internet Culture Operation License which allows us to carry out internet music business.
Pursuant to the Circular on Relevant Issues Relating to Domestic Residents’ Investment and Financing and Round-Trip Investment through Special Purpose Vehicles, or SAFE Circular 75 issued by the State Administration of Foreign Exchange and becoming effective on July 4, 2014 and its appendixes, mainland China residents, including mainland China institutions and individuals, must register with local branches of the State Administration of Foreign Exchange in connection with their direct establishment or indirect control of an offshore entity, for the purpose of overseas investment and financing, with such mainland China residents’ legally owned assets or equity interest in domestic enterprises or offshore assets or interests, referred as a “special purpose vehicle.” This Circular further requires amendment to the registration in the event of any significant changes with respect to the special purpose vehicle, including but not limited to increase or decrease of capital contributed by mainland China individuals, share transfer or exchange, merger, division or other material event. 92 Table of Contents In the event that a mainland China shareholder holding interests in a special purpose vehicle fails to fulfill the required registration with the State Administration of Foreign Exchange, the mainland China subsidiaries of that special purpose vehicle may be prohibited from making distributions of profit to the offshore parent and from carrying out subsequent cross-border foreign exchange activities and the special purpose vehicle may be restricted in their ability to contribute additional capital into its mainland China subsidiary.
Pursuant to the Circular on Relevant Issues Relating to Domestic Residents’ Investment and Financing and Round-Trip Investment through Special Purpose Vehicles, or SAFE Circular 37 issued by the State Administration of Foreign Exchange and becoming effective on July 4, 2014 and its appendixes, mainland China residents, including mainland China institutions and individuals, must register with local branches of the State Administration of Foreign Exchange in connection with their direct establishment or indirect control of an offshore entity, for the purpose of overseas investment and financing, with such mainland China residents’ legally owned assets or equity interest in domestic enterprises or offshore assets or interests, referred as a “special purpose vehicle.” This Circular further requires amendment to the registration in the event of any significant changes with respect to the special purpose vehicle, including but not limited to increase or decrease of capital contributed by mainland China individuals, share transfer or exchange, merger, division or other material event.
As of March 31, 2024, we have registered 875 patents in mainland China, and have applied for 461 additional patents with the PRC State Intellectual Property Office and 42 additional patents under the patent cooperation treaty.
As of March 31, 2025, we have registered 1,014 patents in mainland China, and have applied for 387 additional patents with the PRC State Intellectual Property Office and 3 additional patents under the patent cooperation treaty.
In the opinion of Commerce & Finance Law Offices, our mainland China legal counsel: ● the ownership structures of Huya Technology and Guangzhou Huya are in compliance with laws or regulations of mainland China currently in effect; and ● the contractual arrangements among Huya Technology, Guangzhou Huya and Linzhi Tencent governed by mainland China law, are valid, binding and enforceable under law of mainland China, and do not and will not result in any violation of applicable laws or regulations of mainland China currently in effect.
The term of this agreement is ten years and may be extended at Huya Technology’s sole discretion. 101 Table of Contents In the opinion of Commerce & Finance Law Offices, our mainland China legal counsel: ● the ownership structures of Huya Technology and Guangzhou Huya are in compliance with laws or regulations of mainland China currently in effect; and ● the contractual arrangements among Huya Technology, Guangzhou Huya and Linzhi Tencent governed by mainland China law, are valid, binding and enforceable under law of mainland China, and do not and will not result in any violation of applicable laws or regulations of mainland China currently in effect.
Also, according to the Administrative Measures for Business Activities of Online Performances issued by Ministry of Culture and Tourism on December 2, 2016, which became effective on January 1, 2017, live streaming service providers should require broadcasters on a live streaming platform to make real-name registration. 78 Table of Contents Moreover, in August 2018, pursuant to the Notice on Strengthen the Management of Live Streaming Service was jointly issued by the National Office of Anti-Pornography and Illegal Publication, the Ministry of Industry and Information Technology, the Ministry of Public Security, the Ministry of Culture and Tourism, the National Radio and Television Administration, and the Cyberspace Administration, an internet live-streaming service provider shall fulfill ICP registration process at telecommunication authorities, and shall also apply to competent authorities for proper approvals and permits if its business involves any telecommunication service and internet news, online performances, visual or audio live broadcasts.
Moreover, in August 2018, pursuant to the Notice on Strengthen the Management of Live Streaming Service was jointly issued by the National Office of Anti-Pornography and Illegal Publication, the Ministry of Industry and Information Technology, the Ministry of Public Security, the Ministry of Culture and Tourism, the National Radio and Television Administration, and the Cyberspace Administration, an internet live-streaming service provider shall fulfill ICP registration process at telecommunication authorities, and shall also apply to competent authorities for proper approvals and permits if its business involves any telecommunication service and internet news, online performances, visual or audio live broadcasts.
These measures introduced an internet publishing license regime for internet publications. According to these measures, the term “online publications” includes games, animation, audio and video readings in literature, art, science and other fields.
According to these measures, the term “online publications” includes games, animation, audio and video readings in literature, art, science and other fields.
Additionally, after the effective date of the amended PRC Company Law, limited liability companies, joint-stock companies of a smaller scale or with fewer shareholders, and wholly state-owned enterprises are permitted to establish an audit committee in lieu of a board of supervisors.
Additionally, pursuant to the PRC Company Law, limited liability companies, joint-stock companies of a smaller scale or with fewer shareholders, and wholly state-owned enterprises are permitted to establish an audit committee in lieu of a board of supervisors. These entities may opt not to establish a board of supervisors or any supervisory positions.
On March 10, 2023, the Provisions on the Review of Concentrations of Undertakings was issued by the State Administration for Market Regulation, which became effective on April 15, 2023, to further clarify the factors that should be considered to determine whether an undertaking acquires control over, or may exercise decisive influence on, other undertakings. 77 Table of Contents Internet Publication and Cultural Products On February 4, 2016, the government of mainland China issued the Measures for Network Publication Service Administration, which became effective on March 10, 2016.
On March 10, 2023, the Provisions on the Review of Concentrations of Undertakings was issued by the State Administration for Market Regulation, which became effective on April 15, 2023, to further clarify the factors that should be considered to determine whether an undertaking acquires control over, or may exercise decisive influence on, other undertakings.
Building on our success in mainland China, we have started our operations overseas since May 2018 mainly through Nimo TV, our game live streaming platform for overseas markets. We have created a community for game enthusiasts of the young generation.
Building on our success in mainland China, we have started our operations overseas since May 2018 mainly through Nimo TV, our game live streaming platform for overseas markets and further expanded our reach with the acquisition of a global mobile application service provider in December 2023. We have created a community for game enthusiasts of the young generation.
In addition, we face significant competition for highly skilled personnel, including management, engineers, product managers and content management personnel. The success of our business strategy depends in part on our ability to retain our existing personnel and add additional highly skilled employees. Legal Proceedings We are currently not a party to any material legal or administrative proceedings.
The success of our business strategy depends in part on our ability to retain our existing personnel and add additional highly skilled employees. 76 Table of Contents Legal Proceedings We are currently not a party to any material legal or administrative proceedings.
According to the Catalog of Telecommunications Business (2015 Amendment) implemented on March 1, 2016, internet information services are a type of value-added telecommunications services. The Regulations on Telecommunications require operators of value-added telecommunications services to obtain value-added telecommunications business operation licenses from the Ministry of Industry and Information Technology or its provincial branches prior to the commencement of such services.
The Regulations on Telecommunications require operators of value-added telecommunications services to obtain value-added telecommunications business operation licenses from the Ministry of Industry and Information Technology or its provincial branches prior to the commencement of such services.
Huya Thunder Series , a tournament for Honor of Kings, Huya All-Star Cup , a Peacekeeper Elite tournament, and Huya Platform Qualifiers for Demacia Cup , a tournament for League of Legends are among the most popular e-sports tournaments and game events that were produced and organized by us in 2023.
Huya Legend Cup , a tournament for League of Legends, Thunder-Honor Cup , a tournament for Honor of Kings, and Wali Cup , a tournament for Valorant are among the most popular e-sports tournaments and game events that were produced and organized by us in 2024.
These regulations stipulate that foreign investors are prohibited from holding more than 50% of equity interest in a foreign-invested enterprise that provides value-added telecommunications services, including, among others, provision of internet content.
These regulations stipulate that foreign investors are prohibited from holding more than 50% of equity interest in a foreign-invested enterprise that provides value-added telecommunications services, including, among others, provision of internet content. On April 8, 2024, MIIT issued Announcement on the Pilot Program for the Expansion of Opening-Up in the Value-Added Telecommunications Services.
Revenues from live streaming services are primarily generated from the sales of products and services that our users purchase on our live streaming platform. We share revenues generated on our platform with broadcasters and talent agencies. Revenues from advertising services are primarily generated from advertisements placed on our live streaming platform.
Monetization At present, we monetize our user base mainly through live streaming services, advertising services and game-related services. Revenues from live streaming services are primarily generated from the sales of products and services that our users purchase on our live streaming platform. We share revenues generated on our platform with broadcasters and talent agencies.
Users may also browse our content genres, or type in key words in the search bar displayed on our mobile apps, websites and PC clients interfaces to look for content that may interest them. Bullet chatting and messaging. Fun and engaging interactions between our users and broadcasters are the cornerstone of our vibrant user community.
Users may also browse our content genres, or type in key words in the search bar displayed on our mobile apps, websites and PC clients interfaces to look for content that may interest them.
The measures also specify that, if provided with a copy of mainland China resident determination certificate from a resident Chinese-controlled offshore-incorporated enterprise, the payer should not withhold 10% income tax when paying certain mainland China-sourced income such as dividends, interest and royalties to the Chinese-controlled offshore-incorporated enterprise. 94 Table of Contents The Notice on Several Issues Concerning Enterprise Income Tax for Indirect Share Transfer by Non-PRC Resident Enterprises, or SAT Bulletin 7, was issued on February 3, 2015 and later amended on October 17, 2017 and December 29, 2017 to introduce a tax regime of “indirect” transfers of China taxable properties undertaken by non-resident enterprises, including transactions involving transfer of immovable property in mainland China and assets held under the establishment and place in mainland China of a foreign company through the offshore transfer of a foreign intermediate holding company.
The Notice on Several Issues Concerning Enterprise Income Tax for Indirect Share Transfer by Non-PRC Resident Enterprises, or SAT Bulletin 7, was issued on February 3, 2015 and later amended on October 17, 2017 and December 29, 2017 to introduce a tax regime of “indirect” transfers of China taxable properties undertaken by non-resident enterprises, including transactions involving transfer of immovable property in mainland China and assets held under the establishment and place in mainland China of a foreign company through the offshore transfer of a foreign intermediate holding company.
The primary rate of VAT applicable to our PRC subsidiaries and the variable interest entity is 6% for the years ended December 31, 2021, 2022 and 2023. 95 Table of Contents Construction fee of cultural undertakings According to applicable tax regulations or rules of mainland China, advertising service providers are generally required to pay a construction fee of cultural undertakings at the rate of 3% on the revenues (a) which are generated from providing advertising services and (b) which are also subject to VAT after the VAT reform program.
Construction fee of cultural undertakings According to applicable tax regulations or rules of mainland China, advertising service providers are generally required to pay a construction fee of cultural undertakings at the rate of 3% on the revenues (a) which are generated from providing advertising services and (b) which are also subject to VAT after the VAT reform program.
To further regulate the provision of audio-visual program services to the public via the internet, including through mobile networks, within the territory of mainland China, the government of mainland China promulgated the Administrative Provisions on Internet Audio-Visual Program Service on December 20, 2007, which became effective on January 31, 2008 and subsequently was amended on August 28, 2015.
Under these provisions, non-state-owned capital and foreign investors are prohibited from engaging in the business of distributing audiovisual programs through information networks. 85 Table of Contents To further regulate the provision of audio-visual program services to the public via the internet, including through mobile networks, within the territory of mainland China, the government of mainland China promulgated the Administrative Provisions on Internet Audio-Visual Program Service on December 20, 2007, which became effective on January 31, 2008 and subsequently was amended on August 28, 2015.
Securing the broadcasting rights for these major e-sports tournaments further demonstrates our platform’s brand value and influence in mainland China’s e-sports industry.
Securing the broadcasting rights for these major e-sports tournaments further demonstrates our platform’s brand value and influence in mainland China’s e-sports industry. We provided live streaming services for approximately 300 licensed e-sports tournaments and game events in 2024.
Talent agencies are required to provide ongoing compliance trainings to broadcasters under their management as well as monitor and review relevant streams. Talent agency can join our platform by registering with us online.
We also have a series of rules, guidelines and policies in place to regulate and manage talent agencies that cooperate with us. Talent agencies are required to provide ongoing compliance trainings to broadcasters under their management as well as monitor and review relevant streams. Talent agency can join our platform by registering with us online.
Any entity or person engaging in internet audiovisual program services shall obtain the License for Disseminating Audiovisual Programs on Information Networks issued by the radio, film and television authorities in accordance with the Provisions on the Administration of Internet Audiovisual Program Services. 81 Table of Contents The Circular on Issues Concerning the Management of Direct Streaming Services for Audio-visual Programs on the Internet, promulgated on September 2, 2016, prescribed that any streaming services that stream any major political, military, economic, social, cultural and sports activities or broadcast live social activities such as cultural events and sporting events should obtain an audio-visual program license.
The Circular on Issues Concerning the Management of Direct Streaming Services for Audio-visual Programs on the Internet, promulgated on September 2, 2016, prescribed that any streaming services that stream any major political, military, economic, social, cultural and sports activities or broadcast live social activities such as cultural events and sporting events should obtain an audio-visual program license.
We are advised by our mainland China legal counsel, Commerce & Finance Law Offices, that based on its understanding on the current mainland China laws, rules and regulations, prior approval from the China Securities Regulatory Commission is not required under the M&A Rules for the listing and trading of our ADSs on the NYSE. 96 Table of Contents On February 17, 2023, the China Securities Regulatory Commission released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies and five supporting guidelines, which became effective on March 31, 2023.
We are advised by our mainland China legal counsel, Commerce & Finance Law Offices, that based on its understanding on the current mainland China laws, rules and regulations, prior approval from the China Securities Regulatory Commission is not required under the M&A Rules for the listing and trading of our ADSs on the NYSE.
We also utilize our data analytic capability to identify broadcasters that have shown great potential, based on ranking and popularity trends, and devote appropriate resources to them. Leveraging our strong data analytic capability and AI-enabled technology, we are able to recommend content generated by promising broadcasters to interested users, thus bringing increasing user traffic and improving their popularity.
Leveraging our strong data analytic capability and AI-enabled technology, we are able to recommend content generated by promising broadcasters to interested users, thus bringing increasing user traffic and improving their popularity.
As of March 31, 2024, we have leased office space with an aggregate area of over 30,481 square meters, of which 19,441 square meters are in our Guangzhou headquarters and the remainder in Foshan, Beijing and other cities within and outside mainland China. We lease certain of our office premises from JOYY under operating lease agreements.
As of March 31, 2025, we have leased office space with an aggregate area of over 29,357 square meters, of which 17,767 square meters are in our Guangzhou headquarters and the remainder in Foshan, Beijing and other cities within and outside mainland China.
Advertising laws and regulations of mainland China set certain content requirements for advertisements in mainland China, including, among other things, prohibitions on false or misleading content, superlative wording, socially destabilizing content or content involving obscenities, superstition, violence, discrimination or infringement of the public interest.
The business license of an advertising company is valid for the duration of its existence, unless the license is suspended or revoked due to a violation of any laws or regulations. 88 Table of Contents Advertising laws and regulations of mainland China set certain content requirements for advertisements in mainland China, including, among other things, prohibitions on false or misleading content, superlative wording, socially destabilizing content or content involving obscenities, superstition, violence, discrimination or infringement of the public interest.
This opinion stipulates that internet platforms shall, among other restrictions, (i) terminate all billboard functions that rank users or broadcasters by the volume of virtual gifts that they send or receive, respectively, within one month of the publication of this opinion, (ii) restrict certain interaction and engagement functions between 8:00 p.m. and 10:00 p.m. every day, and (iii) prohibit minors from purchasing virtual gifts.
This opinion stipulates that internet platforms shall, among other restrictions, (i) terminate all billboard functions that rank users or broadcasters by the volume of virtual gifts that they send or receive, respectively, within one month of the publication of this opinion, (ii) restrict certain interaction and engagement functions between 8:00 p.m. and 10:00 p.m. every day, and (iii) prohibit minors from purchasing virtual gifts. 87 Table of Contents Production of Radio and Television Programs On July 19, 2004, the government of mainland China issued the Regulations on the Administration of Production of Radio and Television Programs, which became effective on August 20, 2004 and was amended on August 28, 2015 and October 29, 2020.
As a result of the closing of the transaction, Tencent became our controlling shareholder. 66 Table of Contents On April 28, 2023, Linen Investment Limited entered into a definitive share transfer agreement to acquire 38,374,463 Class B ordinary shares from JOYY.
On April 28, 2023, Linen Investment Limited entered into a definitive share transfer agreement to acquire 38,374,463 Class B ordinary shares from JOYY.
However, we are further advised by our mainland China legal counsel that there are uncertainties with respect to interpretation and application of existing or future laws and regulations of mainland China and thus there is no assurance that governmental authorities of mainland China would take a view consistent with the opinions of our mainland China legal counsel. 76 Table of Contents Internet Information Services The Administrative Measures on Internet Information Services, issued by the State Council on September 25, 2000 and amended on January 8, 2011, regulate provision of internet information services in mainland China.
However, we are further advised by our mainland China legal counsel that there are uncertainties with respect to interpretation and application of existing or future laws and regulations of mainland China and thus there is no assurance that governmental authorities of mainland China would take a view consistent with the opinions of our mainland China legal counsel.
If our employees fail to pay or if we fail to withhold their income taxes as required by the laws and regulations, we may face sanctions imposed by the tax authorities of mainland China or other government authorities of mainland China. 93 Table of Contents Regulations on Tax Enterprise income tax in mainland China The enterprise income tax in mainland China is calculated based on the taxable income determined under the applicable Enterprise Income Tax Law of China and its implementation rules.
If our employees fail to pay or if we fail to withhold their income taxes as required by the laws and regulations, we may face sanctions imposed by the tax authorities of mainland China or other government authorities of mainland China.
As we continue to provide rich and high-quality content offerings and various interactive features, we have been able to maintain a large user base. The average mobile MAUs for Huya Live in 2023 was 84.1 million, compared to 84.3 million in 2022. Users may watch live streams on our platform without registration.
As we continue to provide rich and high-quality content offerings and various interactive features, we remain committed to engaging our large user base. Our average mobile MAUs in 2024 was 83.2 million. Users may watch live streams on our platform without registration.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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When determining the fair value of this reporting unit, we used the income approach. The long-term cash flows are dependent on certain key assumptions including revenue growth rates and the terminal growth rate. These factors, particularly the revenue growth rate, are subject to high degree of judgment and complexity.
When determining the fair value of this reporting unit, we used the income approach. The long-term cash flows are dependent on certain key assumptions including revenue growth rates, terminal growth rate and the discount rate. These factors, particularly the revenue growth rate, are subject to high degree of judgment and complexity.
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 net 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.
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, 2025 that are reasonably likely to have a material effect on our net 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.
Assumptions and approach: Application of a goodwill impairment test requires significant management judgment, primarily on determining the fair value of the reporting unit. The judgment in estimating the fair value of the reporting units based on the income approach.
Assumptions and approach: Application of a goodwill impairment test requires significant management judgment, primarily on determining the fair value of the reporting unit. The judgment in estimating the fair value of the reporting units was based on the income approach.
When one of our estimates of individual user’s times of renewal based on historical data of users’ spending pattern and average times of renewal decreased/increased by 5% while holding all other estimates constant, there would be no significant impact to our consolidated results of operations. The nature of our key assumptions did not change significantly throughout the periods presented.
When one of our estimates of individual user’s times of renewal based on historical data of users’ spending pattern and average times of renewal decreased/increased by 5% while holding all other estimates constant, there would be no material impact to our consolidated results of operations. The nature of our key assumptions did not change significantly throughout the periods presented.
In 2021, 2022 and 2023, the first HK$2 million of profits earned by our subsidiaries incorporated in Hong Kong was taxed at half of the current tax rate (i.e., 8.25%) while the remaining profits continued to be taxed at the existing 16.5% tax rate. Singapore HUYA PTE.
In 2022, 2023 and 2024, the first HK$2 million of profits earned by our subsidiaries incorporated in Hong Kong was taxed at half of the current tax rate (i.e., 8.25%) while the remaining profits continued to be taxed at the existing 16.5% tax rate. Singapore HUYA PTE.
Changes in these estimates and assumptions could materially affect the determination of fair value for the reporting unit. As of December 31, 2023, we have performed a goodwill impairment analysis on the reporting unit relating to the recently acquired global mobile application service provider (the only reporting unit with a goodwill balance).
Changes in these estimates and assumptions could materially affect the determination of fair value for the reporting unit. As of December 31, 2024, we have performed a goodwill impairment analysis on the reporting unit relating to the recently acquired global mobile application service provider (the only reporting unit with a goodwill balance).
Assumptions: The standalone selling price for each distinct performance obligation is estimated based on pricing strategies, market factors, individual user’s times of renewal based on historical data of users’ spending pattern and average times of renewal. The estimate of pricing strategies and individual user’s times of renewal are sensitive to our assumptions in these factors.
Assumptions: The standalone selling price for each distinct performance obligation is estimated based on pricing strategies, market factors, individual user’s times of renewal based on historical data of users’ spending pattern and average times of renewal. The estimate of pricing strategies and individual user’s times of renewal are important to our assumptions in these factors.
The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. As of December 31, 2023, the majority of our cash, cash equivalents and short-term deposits were held by our wholly owned subsidiaries in offshore accounts.
The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. As of December 31, 2024, the majority of our cash, cash equivalents and short-term deposits were held by our wholly owned subsidiaries in offshore accounts.
Given that this was a transaction that involved entities under common control of Tencent Holdings Limited, all assets and assumed liabilities transferred have been recognized at the historical cost of the parent. A. Operating Results We are a leading game live streaming platform in mainland China. We offer high-quality content from diversified sources.
Given that this was a transaction that involved entities under common control of Tencent Holdings Limited, all assets and assumed liabilities transferred have been recognized at the historical cost of the parent. 102 Table of Contents A. Operating Results We are a leading game live streaming platform in mainland China. We offer high-quality content from diversified sources.
Our sub-licensing revenues declined significantly in 2023, because we no longer have sub-licensing rights for those matches of League of Legends from 2023 to 2025, pursuant to the Supplemental Licensing Agreement for Broadcasting League of Legends Matches we entered into in January 2023.
Our sub-licensing revenues declined significantly in 2023 and 2024, because we no longer have sub-licensing rights for those matches of League of Legends from 2023 to 2025, pursuant to the Supplemental Licensing Agreement for Broadcasting League of Legends Matches we entered into in January 2023.
Live streaming revenues decreased by 21.3% from RMB8,195.9 million in 2022 to RMB6,450.8 million (US$908.6 million) in 2023, primarily attributable to the continued soft macroeconomic and industry environment, which adversely affected users’ willingness to pay for live streaming services, and our proactive adjustments in support of our strategic transformation and prudent operations.
Live streaming revenues decreased by 21.3% from RMB8,195.9 million in 2022 to RMB6,450.8 million in 2023, primarily attributable to the continued soft macroeconomic and industry environment, which adversely affected users’ willingness to pay for live streaming services, and our proactive adjustments in support of our strategic transformation and prudent operations.
Material Cash Requirements Other than the ordinary cash requirements for our operations, our material cash requirements as of December 31, 2023 and any subsequent interim period primarily include our capital expenditures, operating lease obligations and other contractual obligations and commitments.
Material Cash Requirements Other than the ordinary cash requirements for our operations, our material cash requirements as of December 31, 2024 and any subsequent interim period primarily include our capital expenditures, operating lease obligations and other contractual obligations and commitments.
We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us. ​ 110 Table of Contents Holding Company Structure HUYA Inc. is a holding company with no material operations of its own.
We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us. Holding Company Structure HUYA Inc. is a holding company with no material operations of its own.
Impairment of Goodwill Goodwill is not depreciated or amortized but is tested for impairment on an annual basis, and between annual tests when an event occurs, or circumstances change that could indicate that the asset might be impaired. 112 Table of Contents Nature of estimate: Goodwill is subject to periodic assessments of impairment.
Impairment of Goodwill Goodwill is not depreciated or amortized but is tested for impairment on an annual basis, and between annual tests when an event occurs, or circumstances change that could indicate that the asset might be impaired. Nature of estimate: Goodwill is subject to periodic assessments of impairment.
Revenue sharing fees and content costs decreased by 28.6% from RMB7,535.7 million in 2022 to RMB5,378.4 million (US$757.5 million) in 2023, primarily due to the decrease in revenue sharing fees associated with the decreased live streaming revenues and lower costs related to e-sports content and content creators.
Revenue sharing fees and content costs decreased by 28.6% from RMB7,535.7 million in 2022 to RMB5,378.4 million in 2023, primarily due to the decrease in revenue sharing fees associated with the decreased live streaming revenues and lower costs related to e-sports content and content creators.
Organizational Structure—Contractual Arrangements with Guangzhou Huya.” For restrictions and limitations on liquidity and capital resources as a result of our corporate structure, see “—Holding Company Structure.” 107 Table of Contents A majority of our future revenues are likely to continue to be in Renminbi.
Organizational Structure—Contractual Arrangements with Guangzhou Huya.” For restrictions and limitations on liquidity and capital resources as a result of our corporate structure, see “—Holding Company Structure.” A majority of our future revenues are likely to continue to be in Renminbi.
In 2022, the difference between our net cash used in operating activities and our net loss attributable to HUYA Inc. of RMB547.7 million was primarily attributable to certain non-cash expenses, including share-based compensation of RMB156.5 million, amortization of acquired intangible assets of RMB58.6 million and impairment loss of investments of RMB55.2 million, and changes in certain working capital items, including a decrease of RMB248.8 million in accrued liabilities and other current liabilities, a decrease of RMB83.0 million in amounts due to related parties, partially offset by a decrease of RMB88.9 million in amounts due from related parties as a result of recoveries. 108 Table of Contents Net cash provided by operating activities was RMB327.5 million in 2021.
In 2022, the difference between our net cash used in operating activities and our net loss attributable to HUYA Inc. of RMB547.7 million was primarily attributable to certain non-cash expenses, including share-based compensation of RMB156.5 million, amortization of acquired intangible assets of RMB58.6 million and impairment loss of investments of RMB55.2 million, and changes in certain working capital items, including a decrease of RMB248.8 million in accrued liabilities and other current liabilities, a decrease of RMB83.0 million in amounts due to related parties, partially offset by a decrease of RMB88.9 million in amounts due from related parties as a result of recoveries.
Payment handling costs decreased by 35.6% from RMB100.4 million in 2022 to RMB64.7 million (US$9.1 million) in 2023, primarily attributable to a decrease in sales of virtual items on our platform. Share-based compensation decreased by 49.5% from RMB32.0 million in 2022 to RMB16.1 million (US$2.3 million) in 2023, primarily due to the decreased awards granted in 2023.
Payment handling costs decreased by 35.6% from RMB100.4 million in 2022 to RMB64.7 million in 2023, primarily attributable to a decrease in sales of virtual items on our platform. Share-based compensation decreased by 49.5% from RMB32.0 million in 2022 to RMB16.1 million in 2023, primarily due to the decreased awards granted in 2023.
Rental expenses under operating lease for 2021, 2022 and 2023 were RMB56.4 million, RMB58.3 million and RMB53.9 million (US$7.6 million), respectively. In 2021, we signed a contract to purchase an exclusive license for broadcasting League of Legends matches from another subsidiary of Tencent for the period from 2021 to 2025 at an aggregate purchase price of RMB2,013 million.
Rental expenses under operating lease for 2022, 2023 and 2024 were RMB58.3 million, RMB53.9 million and RMB54.6 million (US$7.5 million), respectively. In 2021, we signed a contract to purchase an exclusive license for broadcasting League of Legends matches from another subsidiary of Tencent for the period from 2021 to 2025 at an aggregate purchase price of RMB2,013 million.
Recently Issued Accounting Pronouncements A list of recently issued accounting pronouncements that are relevant to us is included in “Principal accounting policies—(cc) Recently issued accounting pronouncements” of our audited consolidated financial statements included elsewhere in this annual report. ​
Recently Issued Accounting Pronouncements A list of recently issued accounting pronouncements that are relevant to us is included in “Principal accounting policies—(cc) Recently issued accounting pronouncements” of our audited consolidated financial statements included elsewhere in this annual report. ​ 116 Table of Contents
In 2023, the difference between our net cash used in operating activities and our net loss attributable to HUYA Inc. of RMB204.5 million (US$28.8 million) was primarily attributable to certain non-cash expenses, including impairment loss of investments of RMB225.8 million (US$31.8 million) and share-based compensation of RMB78.3 million (US$11.0 million), and changes in certain working capital items, including a decrease of RMB183.5 million (US$25.8 million) in accrued liabilities and other current liabilities, an increase of RMB88.9 million (US$12.5 million) in amounts due from related parties and a decrease of RMB60.1 million (US$8.5 million) in advances from customers and deferred revenue.
In 2023, the difference between our net cash used in operating activities and our net loss attributable to HUYA Inc. of RMB204.5 million was primarily attributable to certain non-cash expenses, including impairment loss of investments of RMB225.8 million and share-based compensation of RMB78.3 million, and changes in certain working capital items, including a decrease of RMB183.5 million in accrued liabilities and other current liabilities, an increase of RMB88.9 million in amounts due from related parties and a decrease of RMB60.1 million in advances from customers and deferred revenue.
Our cash and cash equivalents consist primarily of demand deposits placed with banks. Our short-term deposits consist primarily of time deposits placed with banks with original maturities of more than three months but less than one year. Our short-term investments primarily represent structured deposits with maturities of less than one year.
Our cash and cash equivalents consist primarily of demand deposits placed with banks. Our short-term deposits consist primarily of time deposits placed with banks with original maturities of more than three months but less than one year.
The table below sets forth the respective revenues contribution and assets of HUYA Inc. and our wholly-owned subsidiaries and the variable interest entity and its subsidiaries as of the dates and for the years indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net revenues (1) Total assets (1) ​ For the year ended December 31, As of December 31, ​ 2021 2022 * 2023 2022 * 2023 HUYA Inc. and its wholly-owned subsidiaries 4.0 % 3.5 % 4.4 % 88.3 % 87.8 % Variable interest entity and its subsidiaries 96.0 % 96.5 % 95.6 % 11.7 % 12.2 % Total 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % Notes: * Our consolidated financial information for the year ended December 31, 2022 and as of December 31, 2022 has been retrospectively adjusted due to the business combination under common control as discussed in Note 2(d) to our audited consolidated financial statements included elsewhere in this annual report.
The table below sets forth the respective revenues contribution and assets of HUYA Inc. and our wholly-owned subsidiaries and the variable interest entity and its subsidiaries as of the dates and for the years indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net revenues (1) Total assets (1) ​ For the year ended December 31, As of December 31, ​ 2022 * 2023 2024 2023 2024 HUYA Inc. and its wholly-owned subsidiaries 3.5 % 4.4 % 5.9 % 87.8 % 84.1 % Variable interest entity and its subsidiaries 96.5 % 95.6 % 94.1 % 12.2 % 15.9 % Total 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % Notes: * Our consolidated financial information for the year ended December 31, 2022 and as of December 31, 2022 has been retrospectively adjusted due to the business combination under common control as discussed in Note 2(d) to our audited consolidated financial statements included elsewhere in this annual report.
We generate advertising revenues primarily from sales of various forms of advertising and promotion campaigns, including (i) display advertisements in various areas of our platform, (ii) native advertisements in cooperation with broadcasters, and (iii) game events advertising and campaigns. Advertisements on our platform are generally charged on the basis of duration.
We also generate advertising revenues primarily from sales of various forms of advertising and promotion campaigns, including (i) display advertisements in various areas of our platform, (ii) native advertisements in cooperation with broadcasters, and (iii) game events advertising and campaigns. Advertisements on our platform are generally charged on the basis of duration or per specified action.
Based on the results using both approaches, the fair value of the acquiree was determined to exceeded its carrying value as of December 31, 2023. Therefore, we concluded that there was no impairment of goodwill as of December 31, 2023.
Based on the results using both approaches, the fair value of the acquiree was determined to exceed its carrying value as of December 31, 2024. Therefore, we concluded that there was no impairment of goodwill as of December 31, 2024.
The carrying amount of goodwill allocated to the reporting unit was RMB457 million. Based on the quantitative assessment results, the fair value of this reporting unit exceeded its carrying amount by 10% as of December 31, 2023.
The carrying amount of goodwill allocated to the reporting unit was RMB464 million. Based on the quantitative assessment results, the fair value of this reporting unit exceeded its carrying amount by 10% as of December 31, 2024.
We enter into advertising contracts directly with advertisers or with third-party advertising agencies. We generate a portion of revenues from sub-licensing the licensed e-sports content. Our sub-licensing revenues in 2022 was mainly contributed by our sub-licensing rights for matches of League of Legends.
We enter into advertising contracts directly with advertisers or advertising agencies. In addition, we generated a portion of revenues from sub-licensing the licensed e-sports content in 2022, mainly contributed by our sub-licensing rights for matches of League of Legends.
Payment handling costs consist primarily of channel fees charged by payment channels such as WeChat Pay and Alipay. Other costs consist primarily of share-based compensation, as well as depreciation and amortization expense. Salaries and welfare decreased by 16.3% from RMB288.1 million in 2022 to RMB241.2 million (US$34.0 million) in 2023, primarily attributable to a decrease in headcount.
Payment handling costs consist primarily of channel fees charged by payment channels such as WeChat Pay and Alipay. Other costs consist primarily of share-based compensation, as well as depreciation and amortization expense. Salaries and welfare decreased by 3.1% from RMB241.2 million in 2023 to RMB233.7 million (US$32.0 million) in 2024, primarily attributable to a decrease in headcount.
In the years ended December 31, 2021, 2022 and 2023, our research and development expenditures were RMB818.9 million, RMB684.4 million and RMB578.6 million (US$81.5 million), representing 7.2%, 7.4% and 8.3% of our total net revenues for the same year, respectively. Our research and development expenses consist primarily of salaries, welfare and share-based compensation for research and development personnel. D.
In the years ended December 31, 2022, 2023 and 2024, our research and development expenditures were RMB684.4 million, RMB578.6 million and RMB512.6 million (US$70.2 million), representing 7.4%, 8.3% and 8.4% of our total net revenues for the same year, respectively. Our research and development expenses consist primarily of salaries, welfare and share-based compensation for research and development personnel. D.
Capital Expenditures We made capital expenditures of RMB98.1 million, RMB164.8 million and RMB131.3 million (US$18.5 million) in 2021, 2022 and 2023, respectively. In these periods, our capital expenditures were mainly used for payment of office building construction, purchasing of servers and other IT infrastructures, as well as for leasehold improvement.
Capital Expenditures We made capital expenditures of RMB164.8 million, RMB131.3 million and RMB210.5 million (US$28.8 million) in 2022, 2023 and 2024, respectively. In these periods, our capital expenditures were mainly used for payment of office building construction, purchasing of servers and other IT infrastructures, as well as for leasehold improvement.
In January 2023, the license agreement was amended, pursuant to which we were granted a non-exclusive, instead of exclusive, license for broadcasting League of Legends matches from 2023 to 2025 and that the license fee payable is decreased to a total of RMB450 million for these three years. The unpaid purchase price was RMB300 million as of December 31, 2023.
In January 2023, the license agreement was amended, pursuant to which we were granted a non-exclusive, instead of exclusive, license for broadcasting League of Legends matches from 2023 to 2025 and that the license fee payable was decreased to a total of RMB450 million for these three years.
Income tax expenses Our income tax expenses decreased from RMB24.4 million in 2022 to RMB13.2 million (US$1.9 million) in 2023, mainly due to the decreased profitability of certain operating entities in mainland China.
Income tax expenses Our income tax expenses increased from RMB13.2 million in 2023 to RMB13.5 million (US$1.85 million) in 2024, mainly due to increased profitability of certain operating entities overseas. Our income tax expenses decreased from RMB24.4 million in 2022 to RMB13.2 million in 2023, mainly due to the decreased profitability of certain operating entities in mainland China.
We then determine the transaction price and allocates the transaction price to the performance obligations within our contracts with customers, recognizing revenue when, or as, we satisfy our performance obligations. Our revenue recognition policies effective upon the adoption of ASC 606. We generate revenue primarily from sales of virtual items in our platforms.
We then determine the transaction price and allocates the transaction price to the performance obligations within our contracts with customers, recognizing revenue when, or as, we satisfy our performance obligations. We generate revenue primarily from sales of virtual items in our platforms.
Revenue sharing fees and content costs as a percentage of our total net revenues decreased from 81.3% in 2022 to 76.9% in 2023.
Revenue sharing fees and content costs as a percentage of our total net revenues decreased from 76.9% in 2023 to 76.1% in 2024.
Sales and marketing expenses decreased by 30.2% from RMB759.5 million in 2021 to RMB530.5 million in 2022, primarily attributable to a decrease in marketing and promotion fees, as well as personnel-related expenses. General and administrative expenses. General and administrative expenses consist primarily of salaries and welfare for management and administrative personnel, and share-based compensation expense for management and administrative personnel.
Sales and marketing expenses decreased by 16.9% from RMB530.5 million in 2022 to RMB440.6 million in 2023, primarily attributable to a decrease in marketing and promotion fees, as well as personnel-related expenses. General and administrative expenses. General and administrative expenses consist primarily of salaries and welfare for management and administrative personnel, and share-based compensation expense for management and administrative personnel.
Our interest income and short-term investments income increased from RMB298.2 million in 2022 to RMB479.7 million (US$67.6 million) in 2023, primarily attributable to increased interest rates and improved management of deposit products.
Our interest income increased from RMB298.2 million in 2022 to RMB479.7 million in 2023, primarily attributable to increased interest rates and improved management of deposit products.
Operating expenses Operating expenses decreased by 18.3% from RMB1,905.2 million in 2021 to RMB1,556.2 million in 2022, and further decreased by 13.9% to RMB1,340.1 million (US$188.7 million) in 2023. Research and development expenses. Research and development expenses consist primarily of salaries, welfare and share-based compensation for research and development personnel.
Operating expenses Operating expenses decreased 13.9% from RMB1,556.2 million in 2022 to RMB1,340.1 million in 2023, and further decreased by 22.3% to RMB1,041.5 million (US$142.7 million) in 2024. Research and development expenses. Research and development expenses consist primarily of salaries, welfare and share-based compensation for research and development personnel.
Impairment loss of investments We recorded impairment loss of investments of RMB225.8 million (US$31.8 million) in 2023 and RMB55.2 million in 2022, primarily due to the recognition of increased impairment charges on our investments attributable to weak financial performance of certain investees. We did not record any impairment loss of investments in 2021.
Impairment loss of investments We recorded impairment loss of investments of RMB232.5 million (US$31.8 million) in 2024, RMB225.8 million in 2023, and RMB55.2 million in 2022, primarily due to the recognition of impairment charges on our investments attributable to the weak financial performance of certain investees.
In addition, we also generate a small portion of revenues from game-related services and sales of in-game items from certain mobile games that we developed and operated jointly with third-party distribution platforms.
Game-related services, advertising and other revenues (formerly known as advertising and other revenues) . We generate a portion of revenues from game-related services and sales of in-game items from certain mobile games that we developed and operated jointly with third-party distribution platforms.
Bandwidth costs decreased by 24.6% from RMB713.7 million in 2021 to RMB537.9 million in 2022, primarily due to improved bandwidth cost management, favorable pricing terms and continued technology enhancement efforts. Others. Salaries and welfare consist of salaries, bonuses and other benefits for our employees involved in the operations of our platform.
Bandwidth and server custody fees decreased by 33.0% from RMB537.9 million in 2022 to RMB360.7 million in 2023, primarily due to improved bandwidth cost management, favorable pricing terms and continued technology enhancement efforts. Others. Salaries and welfare consist of salaries, bonuses and other benefits for our employees involved in the operations of our platform.
If the carrying value of the reporting unit is above fair value, an impairment charge is recorded for the amount by which the carrying amount exceeds the reporting unit’s fair value up to a maximum amount of the goodwill balance for the reporting unit.
If a qualitative assessment identifies a possible impairment then a quantitative goodwill impairment test is performed. If the carrying value of the reporting unit is above fair value, an impairment charge is recorded for the amount by which the carrying amount exceeds the reporting unit’s fair value up to a maximum amount of the goodwill balance for the reporting unit.
Net cash provided by financing activities was RMB10.7 million in 2021, which was attributable to proceeds from exercise of vested share options.
Net cash provided by financing activities was RMB6.0 million in 2022, which was attributable to proceeds from exercise of vested share options.
Research and development expenses decreased by 15.5% from RMB684.4 million in 2022 to RMB578.6 million (US$81.5 million) in 2023, primarily attributable to a decrease in personnel-related expenses and share-based compensation expenses. Research and development expenses decreased by 16.4% from RMB818.9 million in 2021 to RMB684.4 million in 2022, primarily attributable to a decrease in share-based compensation expenses and personnel-related expenses.
Research and development expenses decreased by 11.4% from RMB578.6 million in 2023 to RMB512.6 million (US$70.2 million) in 2024, primarily attributable to decreased personnel-related expenses and share-based compensation expenses. Research and development expenses decreased by 15.5% from RMB684.4 million in 2022 to RMB578.6 million in 2023, primarily attributable to a decrease in personnel-related expenses and share-based compensation expenses.
We may enter into contracts that can include various combinations of virtual items, which are generally being distinguished and accounted for as separate performance obligations. Some of the separate performance obligations cannot be purchased on a standalone basis.
We may enter into contracts that can include various combinations of virtual items, which are generally being distinguished and accounted for as separate performance obligations.
Revenue sharing fees and content costs as a percentage of our total net revenues increased from 73.8% in 2021 to 81.3% in 2022. Bandwidth costs. Bandwidth costs consist of fees and charges relating to bandwidth usage in our operations.
Revenue sharing fees and content costs as a percentage of our total net revenues decreased from 81.3% in 2022 to 76.9% in 2023. Bandwidth and server custody fees. Bandwidth and server custody fees consist of fees and charges relating to bandwidth usage and server custody in our operations.
Investing Activities Net cash provided by investing activities was RMB53.2 million (US$7.5 million) in 2023, which was primarily attributable to net maturities of short-term deposits of RMB2,221.5 million (US$312.9 million), partially offset by net cash paid for long-term deposits of RMB1,426.7 million (US$201.0 million), cash paid for acquisition of subsidiaries of RMB546.1 million (US$76.9 million), cash paid for property construction and equipment RMB123.2 million (US$17.4 million), and cash paid for investments of RMB68.3 million (US$9.6 million).
Investing Activities Net cash provided by investing activities was RMB3,678.5 million (US$504.0 million) in 2024, which was primarily attributable to net maturities of short-term deposits of RMB3,837.4 million (US$525.7 million),and net maturities of long-term deposits of RMB80.0 million (US$11.0 million), partially offset by cash paid for property construction and equipment of RMB186.3 million (US$25.5 million), and cash paid for acquisition of subsidiaries of RMB28.8 million (US$3.9 million). 112 Table of Contents Net cash provided by investing activities was RMB53.2 million in 2023, which was primarily attributable to net maturities of short-term deposits of RMB2,221.5 million, partially offset by net cash paid for long-term deposits of RMB1,426.7 million, cash paid for acquisition of subsidiaries of RMB546.1 million, cash paid for property construction and equipment of RMB123.2 million, and cash paid for investments of RMB68.3 million.
As of December 31, 2021, 2022 and 2023, we had RMB1,790.8 million, RMB694.1 million and RMB512.0 million (US$72.1 million), respectively, in cash and cash equivalents; RMB8,351.9 million, RMB9,018.3 million and RMB6,851.2 million (US$965.0 million), respectively, in short-term deposits; and RMB816.3 million, RMB3.1 million and nil, respectively, in short-term investments.
As of December 31, 2022, 2023 and 2024, we had RMB694.1 million, and RMB512.0 million and RMB1,188.9 million (US$162.9 million), respectively, in cash and cash equivalents; RMB9,018.3 million, RMB6,851.2 million and RMB4,075.0 million (US$558.3 million), respectively, in short-term deposits; and RMB3.1 million, nil and nil, respectively, in short-term investments.
Having high-quality content from numerous sources and in different genres enables us to continually provide users with superior experience and enhance user stickiness to our platform. The average mobile MAUs for Huya Live in 2023 was 84.1 million, compared to 84.3 million in 2022.
Having high-quality content from numerous sources and in different genres enables us to continually provide users with superior experience and enhance user stickiness to our platform. Our average mobile MAUs in 2024 was 83.2 million, compared to 84.1 million in 2023, as we reduced marketing spending on user acquisition.
Operating loss Our operating loss was RMB443.6 million (US$62.5 million) in 2023, compared with RMB736.2 million in 2022. Our operating margin increased from a negative 7.9% in 2022 to a negative 6.3% in 2023. 104 Table of Contents Our operating loss was RMB736.2 million in 2022, compared with RMB30.2 million in 2021.
Our operating margin increased from a negative 6.3% in 2023 to a negative 3.1% in 2024. Our operating loss was RMB443.6 million in 2023, compared with RMB736.2 million in 2022. Our operating margin increased from a negative 7.9% in 2022 to a negative 6.3% in 2023.
Taxation Cayman Islands According to Maples and Calder (Hong Kong) LLP, our legal counsel as to Cayman Islands law, the Cayman Islands currently levies no taxes on corporations based upon profits, income, gains or appreciation, there are no other taxes likely to be material to us levied by the government of the Cayman Islands, except for stamp duties, which may be applicable on instruments executed in, or brought within the jurisdiction of the Cayman Islands. 105 Table of Contents Hong Kong Huya Limited, our subsidiary incorporated in Hong Kong, is subject to 16.5% income tax on their taxable income generated from operations in Hong Kong.
We had a net loss attributable to HUYA Inc. of RMB204.5 million in 2023, as compared to a net loss attributable to HUYA Inc. of RMB547.7 million in 2022. 108 Table of Contents Taxation Cayman Islands According to Maples and Calder (Hong Kong) LLP, our legal counsel as to Cayman Islands law, the Cayman Islands currently levies no taxes on corporations based upon profits, income, gains or appreciation, there are no other taxes likely to be material to us levied by the government of the Cayman Islands, except for stamp duties, which may be applicable on instruments executed in, or brought within the jurisdiction of the Cayman Islands.
If a High and New Technology Enterprise fails to meet the criteria for any year, the enterprise cannot enjoy the 15% preferential tax rate that year and must instead be subject to the uniform 25% income tax rate. An entity that qualifies as a “Key National Software Enterprise” is entitled to a further reduced preferential income tax rate of 10%.
If a High and New Technology Enterprise fails to meet the criteria for any year, the enterprise cannot enjoy the 15% preferential tax rate that year and must instead be subject to the uniform 25% income tax rate.
Other income Our other income decreased by 51.1% from RMB166.3 million in 2022 to RMB81.3 million (US$11.4 million) in 2023, primarily attributable to lower indirect tax refunds and government subsidies in 2023.
Our other income decreased by 51.1% from RMB166.3 million in 2022 to RMB81.3 million in 2023, primarily attributable to lower indirect tax refunds and government subsidies in 2023. Operating loss Our operating loss was RMB189.6 million (US$26.0 million) in 2024, compared with RMB443.6 million in 2023.
The total amount of cash to be distributed for the dividend is expected to be approximately US$150 million, which will be funded by surplus cash on our balance sheet.
The total amount of the 2025 Cash Dividend is expected to be approximately US$340 million, which will be funded by surplus cash on our balance sheet. The payment date is expected to be on or around June 30, 2025.
We will continue to make capital expenditures to support the growth of our business. ​ 109 Table of Contents Contractual Obligations and Commitments The following table sets forth our contractual obligations by specified categories as of December 31, 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payment due by period ​ ​ Less than ​ ​ More than ​ Total 1 year 1 – 3 years 4 – 5 years 5 years ​ ​ (RMB in thousands) Operating Lease Obligations (1) ​ 98,483 ​ 37,563 ​ 60,920 ​ — ​ — Note: (1) Represents our non-cancellable operating leases and property management fees for offices expiring on different dates.
Contractual Obligations and Commitments The following table sets forth our contractual obligations by specified categories as of December 31, 2024. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payment due by period ​ ​ Less than ​ ​ More than ​ Total 1 year 1 – 3 years 4 – 5 years 5 years ​ ​ (RMB in thousands) Operating Lease Obligations (1) ​ 59,015 ​ 34,029 ​ 24,986 ​ — ​ — Note: (1) Represents our non-cancellable operating leases and property management fees for offices expiring on different dates.
Other costs decreased by 11.5% from RMB131.8 million in 2021 to RMB116.7 million in 2022, primarily due to the improvement in efficiency. 103 Table of Contents Gross profit and gross margin Our gross profit increased by 24.7% from RMB653.6 million in 2022 to RMB815.2 million (US$114.8 million) in 2023, primarily attributable to decreased cost of revenues driven by lower revenue sharing fees and content costs.
Our gross margin increased from 11.7% in 2023 to 13.3% in 2024. Our gross profit increased by 24.7% from RMB653.6 million in 2022 to RMB815.2 million in 2023, primarily attributable to decreased cost of revenues driven by lower revenue sharing fees and content costs. Our gross margin increased from 7.1% in 2022 to 11.7% in 2023.
Advertising and other revenues decreased by 8.3% from RMB1,165.2 million in 2021 to RMB1,068.4 million in 2022, primarily due to less demand for advertising services resulting from the challenging macroeconomic environment. 102 Table of Contents Cost of revenues The following table sets forth the principal components of our cost of revenues by absolute amount and as a percentage of our total cost of revenues for the years presented. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ 2021 2022 * 2023 ​ RMB % RMB % RMB US$ % ​ ​ (in thousands, except for percentages) Cost of revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue sharing fees and content costs 8,374,555 85.9 7,535,690 87.5 5,378,413 757,534 87.0 Bandwidth costs 713,672 7.3 537,921 6.2 360,660 50,798 5.8 Salaries and welfare 322,604 3.3 288,141 3.3 241,243 33,978 3.9 Payment handling costs 151,913 1.6 100,367 1.2 64,665 9,108 1.0 Share-based compensation 56,629 0.6 31,955 0.4 16,137 2,273 0.3 Others 131,787 1.3 116,652 1.4 118,007 16,621 2.0 Total cost of revenues 9,751,160 100.0 8,610,726 100.0 6,179,125 870,312 100.0 Note: ​ * Our consolidated financial information for the year ended December 31, 2022 has been retrospectively adjusted due to the business combination under common control as discussed in Note 2(d) to our audited consolidated financial statements included elsewhere in this annual report. ​ Revenue sharing fees and content costs.
Game-related services, advertising and other revenues decreased by 49.1% from RMB1,068.4 million in 2022 to RMB543.5 million in 2023, primarily due to a significant decrease in content sub-licensing revenues. 105 Table of Contents Cost of revenues The following table sets forth the principal components of our cost of revenues by absolute amount and as a percentage of our total cost of revenues for the years presented. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ 2022 * 2023 2024 ​ RMB % RMB % RMB US$ % ​ ​ (in thousands, except for percentages) Cost of revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue sharing fees and content costs 7,535,690 ​ 87.5 ​ 5,378,413 ​ 87.0 ​ 4,625,077 ​ 633,633 ​ 87.8 Bandwidth and server custody fees 537,921 ​ 6.2 ​ 360,660 ​ 5.8 ​ 237,441 ​ 32,529 ​ 4.5 Salaries and welfare 288,141 ​ 3.3 ​ 241,243 ​ 3.9 ​ 233,669 ​ 32,013 ​ 4.4 Payment handling costs 100,367 ​ 1.2 ​ 64,665 ​ 1.0 ​ 42,303 ​ 5,795 ​ 0.8 Share-based compensation 31,955 ​ 0.4 ​ 16,137 ​ 0.3 ​ 15,566 ​ 2,133 ​ 0.3 Others 116,652 ​ 1.4 ​ 118,007 ​ 2.0 ​ 115,605 ​ 15,838 ​ 2.2 Total cost of revenues 8,610,726 ​ 100.0 ​ 6,179,125 ​ 100.0 ​ 5,269,661 ​ 721,941 ​ 100.0 Note: ​ * Our consolidated financial information for the year ended December 31, 2022 has been retrospectively adjusted due to the business combination under common control as discussed in Note 2(d) to our audited consolidated financial statements included elsewhere in this annual report. ​ Revenue sharing fees and content costs.
Certified High and New Technology Enterprises are entitled to a preferential tax rate of 15% but are required to re-apply for the preferential tax treatment every three years. During the three-year period, a High and New Technology Enterprise must conduct a self-review of its qualification each year to ensure it meets the criteria of High and New Technology Enterprises.
During the three-year period, a High and New Technology Enterprise must conduct a self-review of its qualification each year to ensure it meets the criteria of High and New Technology Enterprises.
Sales and marketing expenses decreased by 16.9% from RMB530.5 million in 2022 to RMB440.6 million (US$62.1 million) in 2023, primarily attributable to a decrease in marketing and promotion fees, as well as personnel-related expenses.
Sales and marketing expenses decreased by 37.8% from RMB440.6 million in 2023 to RMB274.0 million (US$37.5 million) in 2024, primarily attributable to primarily due to decreased marketing and promotion fees, as well as personnel-related expenses.
Other costs increased by 1.2% from RMB116.7 million in 2022 to RMB118.0 million (US$16.6 million) in 2023. Salaries and welfare decreased by 10.7% from RMB322.6 million in 2021 to RMB288.1 million in 2022, primarily attributable to a decrease in headcount.
Other costs decreased by 2.0% from RMB118.0 million in 2023 to RMB115.6 million (US$15.8 million) in 2024. 106 Table of Contents Salaries and welfare decreased by 16.3% from RMB288.1 million in 2022 to RMB241.2 million in 2023, primarily attributable to a decrease in headcount.
We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity.
Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity.
The number of average quarterly paying users on Huya Live was 4.6 million in 2023, compared to 5.6 million in 2022, primarily due to the soft macroeconomic environment, which adversely affected users’ willingness to pay, as well as our proactive adjustment in support of our strategic transformation and prudent operations.
Our average quarterly paying users was 4.5 million in 2024, compared to 4.6 million in 2023, primarily due to the soft macroeconomic and industry environment, which adversely affected our users’ willingness to pay.
The massive volume of data, such as viewing history, user interactions and purchase preference, enable us to further optimize our AI technology and enhance its accuracy.
AI is used extensively in various aspects of our operations and is particularly useful for reviewing and screening contents through recognizing and analyzing patterns. The massive volume of data, such as viewing history, user interactions and purchase preference, enable us to further optimize our AI technology and enhance its accuracy.
As of December 31, 2023, our total capital commitments were RMB356.7 million, consisting of construction in progress. We intend to fund our existing and future material cash requirements primarily with our existing cash balance and anticipated cash flows from operations. We will continue to make cash commitments, including capital expenditures, to support the growth of our business.
The unpaid purchase price was RMB155 million as of December 31, 2024. 113 Table of Contents As of December 31, 2024, our total capital commitments were RMB284.3 million, consisting of construction in progress. We intend to fund our existing and future material cash requirements primarily with our existing cash balance and anticipated cash flows from operations.
In 2021, the difference between our net cash provided by operating activities and our net income attributable to HUYA Inc. of RMB583.5 million was primarily attributable to certain non-cash adjustments, including share of income in equity method investments, net of income taxes, of RMB379.2 million, partially offset by share-based compensation expenses of RMB289.7 million, and changes in certain working capital items, including an increase of RMB245.6 million in prepayments and other receivables as a result of increases in prepayments and deposits to vendors and content providers, a decrease of RMB85.5 million in advances from customers and deferred revenue, and an increase of RMB83.8 million in amounts due from related parties, partially offset by an increase of RMB138.1 million in accrued liabilities and other current liabilities and an increase of RMB120.7 million in amounts due to related parties.
In 2024, the difference between our net cash provided by operating activities and our net loss attributable to HUYA Inc. of RMB48.0 million (US$6.6 million) was primarily attributable to certain non-cash expenses, including impairment loss of investments of RMB232.5 million (US$31.8 million) and share-based compensation of RMB64.5 million (US$8.8 million), and changes in certain working capital items, including a decrease of RMB158.2 million (US$21.7 million) in advances from customers and deferred revenue, a decrease of RMB124.0 million (US$17.0 million) in accrued liabilities and other current liabilities and an increase of RMB59.0 million (US$8.1 million) in amounts due from related parties.
The payments of dividends by these companies to their shareholders are not subject to any withholding tax in Hong Kong.
Hong Kong Huya Limited, our subsidiary incorporated in Hong Kong, is subject to 16.5% income tax on their taxable income generated from operations in Hong Kong. The payments of dividends by these companies to their shareholders are not subject to any withholding tax in Hong Kong.
The following table sets forth a summary of our cash flows data for the years indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ 2021 2022 * 2023 ​ RMB RMB RMB US$ ​ ​ (in thousands) Summary Consolidated Cash Flows Data Net cash provided by/(used in) operating activities ​ 327,453 ​ (400,363) ​ (32,081) ​ (4,518) Net cash (used in)/provided by investing activities (1,880,320) (848,568) 53,206 7,495 Net cash provided by /(used in) financing activities 10,723 6,049 (202,294) (28,493) Net decrease in cash and cash equivalents and restricted cash (1,542,144) (1,242,882) (181,169) (25,516) Cash and cash equivalents and restricted cash at the beginning of the year 3,458,462 1,846,454 698,141 98,331 Effect of exchange rate changes on cash and cash equivalents and restricted cash (69,864) 94,569 13,138 1,850 Cash and cash equivalents and restricted cash at the end of the year 1,846,454 698,141 530,110 74,665 Note: ​ * Our consolidated financial information for the year ended December 31, 2022 has been retrospectively adjusted due to the business combination under common control as discussed in Note 2(d) to our audited consolidated financial statements included elsewhere in this annual report. ​ Operating Activities Net cash used in operating activities was RMB32.1 million (US$4.5 million) in 2023.
The statutory limit for the total amount of foreign debts of a foreign-invested company is the difference between the amount of total investment as approved by the Ministry of Commerce of China or its local counterpart and the amount of registered capital of such foreign-invested company. 111 Table of Contents The following table sets forth a summary of our cash flows data for the years indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ 2022 * 2023 2024 ​ RMB RMB RMB US$ ​ ​ (in thousands) Summary Consolidated Cash Flows Data Net cash (used in)/provided by operating activities ​ (400,363) ​ (32,081) ​ 94,283 ​ 12,917 Net cash (used in)/provided by investing activities (848,568) ​ 53,206 ​ 3,678,535 ​ 503,957 Net cash provided by/(used in) financing activities 6,049 ​ (202,294) ​ (3,104,671) ​ (425,338) Net (decrease)/increase in cash and cash equivalents and restricted cash (1,242,882) ​ (181,169) ​ 668,147 ​ 91,536 Cash and cash equivalents and restricted cash at the beginning of the year 1,846,454 ​ 698,141 ​ 530,110 ​ 72,625 Effect of exchange rate changes on cash and cash equivalents and restricted cash 94,569 ​ 13,138 ​ 7,685 ​ 1,052 Cash and cash equivalents and restricted cash at the end of the year 698,141 ​ 530,110 ​ 1,205,942 ​ 165,213 Note: ​ * Our consolidated financial information for the year ended December 31, 2022 has been retrospectively adjusted due to the business combination under common control as discussed in Note 2(d) to our audited consolidated financial statements included elsewhere in this annual report. ​ Operating Activities Net cash provided by operating activities was RMB94.3 million (US$12.9 million) in 2024.
We declared a special cash dividend on March 19, 2024 of US$0.66 per ordinary share, or US$0.66 per ADS, to holders of ordinary shares and holders of ADSs of record as of the close of business on May 10, 2024.
Our short-term investments primarily represent structured deposits with maturities of less than one year. 110 Table of Contents We declared a special cash dividend on March 19, 2024 of US$0.66 per ordinary share, or US$0.66 per ADS, to holders of ordinary shares and holders of ADSs of record as of the close of business on May 10, 2024, and distributed such dividend in May 2024 in a total amount of approximately US$150 million.
The enterprise income tax applicable to each of our significant subsidiaries in mainland China and the VIE are as follows: ● Huya Technology enjoyed a preferential tax rate of 12.5% for the year ended December 31, 2021 as a qualified “software enterprise.” Huya Technology obtained the qualification as a High and New Technology Enterprise in 2022 and enjoyed a preferential tax rate of 15% for the years ended December 31, 2022 and 2023. ● Guangzhou Huya enjoyed a preferential tax rate of 15% for the years ended December 31, 2021, 2022 and 2023 as a qualified High and New Technology Enterprise. ● Hainan Huya Entertainment Information Technology Co., Ltd., as an enterprise in an encouraged industry registered in the Hainan Free Trade Port and engaging in substantive operations, is entitled to enjoy the preferential tax rate of 15% for five years starting from 2020, pursuant to Cai Shui [2020] No. 31. 106 Table of Contents Commerce & Finance Law Offices, our legal counsel as to the law of mainland China, has advised us that dividends paid by our subsidiaries in mainland China to our Hong Kong subsidiary will be subject to a withholding tax rate of 10%, unless the relevant Hong Kong entity satisfies all the requirements under the Arrangement between mainland China and the Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion with respect to Taxes on Income and Capital.
The enterprise income tax applicable to each of our significant subsidiaries in mainland China and the VIE are as follows: ● Huya Technology obtained the qualification as a High and New Technology Enterprise in 2022 and enjoyed a preferential tax rate of 15% for the years ended December 31, 2022, 2023 and 2024. ● Guangzhou Huya obtained the qualification as a High and New Technology Enterprise in 2024 and enjoyed a preferential tax rate of 15% for the years ended December 31, 2024, 2025 and 2026 as a qualified High and New Technology Enterprise. 109 Table of Contents ● Hainan Huya Entertainment Information Technology Co., Ltd., as an enterprise in an encouraged industry registered in the Hainan Free Trade Port and engaging in substantive operations, is entitled to enjoy the preferential tax rate of 15% for five years starting from 2020, pursuant to Cai Shui [2020] No. 31.
Results of Operations The following table sets forth a summary of our consolidated statements of comprehensive income (loss) for the years indicated, both in absolute amounts and as percentages of our total net revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ 2021 2022 * 2023 ​ RMB % RMB % RMB US$ % ​ ​ (in thousands, except for percentages) Net revenues ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Live streaming 10,186,204 89.7 8,195,907 88.5 6,450,782 908,574 92.2 Advertising and others 1,165,242 10.3 1,068,444 11.5 543,546 76,557 7.8 Total net revenues 11,351,446 100.0 9,264,351 100.0 6,994,328 985,131 100.0 Cost of revenues (1) (9,751,160) (85.9) (8,610,726) (92.9) (6,179,125) (870,312) (88.3) Gross profit 1,600,286 14.1 653,625 7.1 815,203 114,819 11.7 Operating expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Research and development expenses (1) (818,882) (7.2) (684,446) (7.4) (578,610) (81,496) (8.3) Sales and marketing expenses (1) (759,507) (6.7) (530,482) (5.7) (440,605) (62,058) (6.3) General and administrative expenses (1) (326,772) (2.9) (341,243) (3.7) (320,838) (45,189) (4.6) Total operating expenses (1,905,161) (16.8) (1,556,171) (16.8) (1,340,053) (188,743) (19.2) Other income, net 274,704 2.4 166,307 1.8 81,258 11,445 1.2 Operating loss (30,171) (0.3) (736,239) (7.9) (443,592) (62,479) (6.3) Impairment loss of investments — — (55,201) (0.6) (225,800) (31,803) (3.2) Interest income and short-term investments income 247,009 2.2 298,205 3.2 479,681 67,562 6.9 Gain on fair value change of investment 44,161 0.4 7,602 0.1 — — — Goodwill impairment — — (34,640) (0.4) — — — Foreign currency exchange losses, net (1,480) (0.0) (2,516) (0.0) (1,593) (224) (0.0) Income (loss) before income tax expenses 259,519 2.3 (522,789) (5.6) (191,304) (26,944) (2.7) Income tax expenses (55,227) (0.5) (24,364) (0.3) (13,215) (1,861) (0.2) Income (loss) before share of income (loss) in equity method investments, net of income taxes 204,292 1.8 (547,153) (5.9) (204,519) (28,805) (2.9) Share of income (loss) in equity method investments, net of income taxes 379,207 3.3 (520) (0.0) — — — Net income (loss) 583,499 5.1 (547,673) (5.9) (204,519) (28,805) (2.9) Notes: * Our consolidated financial information for the year ended December 31, 2022 has been retrospectively adjusted due to the business combination under common control as discussed in Note 2(d) to our audited consolidated financial statements included elsewhere in this annual report. 101 Table of Contents (1) Share-based compensation was allocated in cost of revenues and operating expenses as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ 2021 2022 2023 ​ RMB RMB RMB US$ ​ ​ (in thousands) Cost of revenues 56,629 31,955 16,137 2,273 Research and development expenses 135,316 67,242 40,679 5,730 Sales and marketing expenses 8,318 4,477 2,842 400 General and administrative expenses 89,442 52,804 18,607 2,621 ​ Net revenues Total net revenues decreased by 18.4% from RMB11,351.4 million in 2021 to RMB9,264.4 million in 2022, and further decreased by 24.5% to RMB6,994.3 million (US$985.1 million) in 2023.
While our business and results of operations are influenced by the general factors summarized above, we believe that our results of operations are more directly affected by company-specific factors, which include: ● our ability to attract and grow our user base, as well as to maintain and enhance user engagement; ● our ability to attract and retain talented and popular broadcasters; ● our ability to establish and maintain relationships with advertisers and business partners for game-related services; ● our ability to enhance our monetization; and ● our ability to manage our cost and expense. 103 Table of Contents Results of Operations The following table sets forth a summary of our consolidated statements of comprehensive income (loss) for the years indicated, both in absolute amounts and as percentages of our total net revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ 2022* 2023 2024 ​ RMB % RMB % RMB US$ % ​ ​ (in thousands, except for percentages) Net revenues ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Live streaming 8,195,907 ​ 88.5 ​ 6,450,782 ​ 92.2 ​ 4,745,195 ​ 650,089 ​ 78.1 Game related services, advertising and others 1,068,444 ​ 11.5 ​ 543,546 ​ 7.8 ​ 1,333,920 ​ 182,746 ​ 21.9 Total net revenues 9,264,351 ​ 100.0 ​ 6,994,328 ​ 100.0 ​ 6,079,115 ​ 832,835 ​ 100.0 Cost of revenues (1) (8,610,726) ​ (92.9) ​ (6,179,125) ​ (88.3) ​ (5,269,661) ​ (721,941) ​ (86.7) Gross profit 653,625 ​ 7.1 ​ 815,203 ​ 11.7 ​ 809,454 ​ 110,894 ​ 13.3 Operating expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Research and development expenses (1) (684,446) ​ (7.4) ​ (578,610) ​ (8.3) ​ (512,637) ​ (70,231) ​ (8.4) Sales and marketing expenses (1) (530,482) ​ (5.7) ​ (440,605) ​ (6.3) ​ (274,049) ​ (37,545) ​ (4.5) General and administrative expenses (1) (341,243) ​ (3.7) ​ (320,838) ​ (4.6) ​ (254,840) ​ (34,913) ​ (4.2) Total operating expenses (1,556,171) ​ (16.8) ​ (1,340,053) ​ (19.2) ​ (1,041,526) ​ (142,689) ​ (17.1) Other income, net 166,307 ​ 1.8 ​ 81,258 ​ 1.2 ​ 42,496 ​ 5,822 ​ 0.7 Operating loss (736,239) ​ (7.9) ​ (443,592) ​ (6.3) ​ (189,576) ​ (25,973) ​ (3.1) Impairment loss of investments (55,201) ​ (0.6) ​ (225,800) ​ (3.2) ​ (232,466) ​ (31,848) ​ (3.8) Interest income 298,205 ​ 3.2 ​ 479,681 ​ 6.9 ​ 391,389 ​ 53,620 ​ 6.4 Gain on fair value change of investment 7,602 ​ 0.1 ​ — ​ — ​ — ​ — ​ — Goodwill impairment (34,640) ​ (0.4) ​ — ​ — ​ — ​ — ​ — Foreign currency exchange losses, net (2,516) ​ (0.0) ​ (1,593) ​ (0.0) ​ (3,802) ​ (521) ​ (0.1) Loss before income tax expenses (522,789) ​ (5.6) ​ (191,304) ​ (2.7) ​ (34,455) ​ (4,722) ​ (0.6) Income tax expenses (24,364) ​ (0.3) ​ (13,215) ​ (0.2) ​ (13,500) ​ (1,849) ​ (0.2) Loss before share of loss in equity method investments, net of income taxes (547,153) ​ (5.9) ​ (204,519) ​ (2.9) ​ (47,955) ​ (6,571) ​ (0.8) Share of loss in equity method investments, net of income taxes (520) ​ (0.0) ​ — ​ — ​ — ​ — ​ — Net loss (547,673) ​ (5.9) ​ (204,519) ​ (2.9) ​ (47,955) ​ (6,571) ​ (0.8) Notes: * Our consolidated financial information for the year ended December 31, 2022 has been retrospectively adjusted due to the business combination under common control as discussed in Note 2(d) to our audited consolidated financial statements included elsewhere in this annual report. 104 Table of Contents (1) Share-based compensation was allocated in cost of revenues and operating expenses as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ 2022 2023 2024 ​ RMB RMB RMB US$ ​ ​ (in thousands) Cost of revenues 31,955 16,137 15,566 2,133 Research and development expenses 67,242 40,679 27,269 3,736 Sales and marketing expenses 4,477 2,842 1,147 157 General and administrative expenses 52,804 18,607 20,538 2,814 ​ Net revenues Total net revenues decreased by 24.5% from RMB9,264.4 million in 2022 to RMB6,994.3 million in 2023, and further decreased by 13.1% to RMB6,079.1 million (US$832.8 million) in 2024.
Other than the obligations set forth above, we do not have any significant capital and other commitments, long-term obligations, or guarantees as of December 31, 2023. Off-Balance Sheet Arrangements We have not entered into any off-balance sheet financial guarantees or other off-balance sheet commitments to guarantee the payment obligations of any third parties.
We will continue to make cash commitments, including capital expenditures, to support the growth of our business. Other than the obligations set forth above, we do not have any significant capital and other commitments, long-term obligations, or guarantees as of December 31, 2024.
Payment handling costs decreased by 33.9% from RMB151.9 million in 2021 to RMB100.4 million in 2022, primarily attributable to a decrease in sales of virtual items on our platform. Share-based compensation decreased by 43.5% from RMB56.6 million in 2021 to RMB32.0 million in 2022, primarily due to the lower price for awards granted in 2022.
Payment handling costs decreased by 34.6% from RMB64.7 million in 2023 to RMB42.3 million (US$5.8 million) in 2024, primarily attributable to a decrease in sales of virtual items on our platform. Share-based compensation decreased by 3.5% from RMB16.1 million in 2023 to RMB15.6 million (US$2.1 million) in 2024, primarily due to the decreased awards granted in 2024.
Bandwidth costs decreased by 33.0% from RMB537.9 million in 2022 to RMB360.7 million (US$50.8 million) in 2023, primarily due to improved bandwidth cost management, favorable pricing terms and continued technology enhancement efforts.
Bandwidth and server custody fees decreased by 34.2% from RMB360.7 million in 2023 to RMB237.4 million (US$32.5 million) in 2024, primarily due to continued technology and management enhancement efforts, as well as favorable pricing terms.
(1) The percentages exclude the inter-company transactions and balances between HUYA Inc. and its wholly-owned subsidiaries and the variable interest entity and its subsidiaries. C. Research and Development, Patents and Licenses, etc. Technology The success of our business is dependent on our strong technological capabilities that support us in delivering superior user experience, increasing operational efficiency and enabling innovations.
(1) The percentages exclude the inter-company transactions and balances between HUYA Inc. and its wholly-owned subsidiaries and the variable interest entity and its subsidiaries. 114 Table of Contents C. Research and Development, Patents and Licenses, etc.
Our other income decreased by 39.5% from RMB274.7 million in 2021 to RMB166.3 million in 2022, primarily attributable to lower indirect tax refunds and government subsidies in 2022 and realized damages received in the first quarter of 2021 from a favorable outcome in a broadcaster-related lawsuit.
General and administrative expenses decreased by 6.0% from RMB341.2 million in 2022 to RMB320.8 million in 2023, primarily attributable to a decrease in personnel-related expenses and share-based compensation expenses. 107 Table of Contents Other income Our other income decreased by 47.7% from RMB81.3 million in 2023 to RMB42.5 million (US$5.8 million) in 2024, primarily attributable to lower government subsidies and realized damages received in the third quarter of 2023 from a favorable outcome in a broadcaster-related lawsuit.
Financing Activities Net cash used in financing activities was RMB202.3 million (US$28.5 million) in 2023, which was attributable to the repurchase of our ordinary shares. Net cash provided by financing activities was RMB6.0 million in 2022, which was attributable to proceeds from exercise of vested share options.
Financing Activities Net cash used in financing activities was RMB3,104.7 million (US$425.3 million) in 2024, which was primarily attributable to the payment of special cash dividends. Net cash used in financing activities was RMB202.3 million in 2023, which was attributable to the repurchase of our ordinary shares.
The enterprise income tax is calculated based on the entity’s global income as determined under tax laws of mainland China and accounting standards.
The enterprise income tax is calculated based on the entity’s global income as determined under tax laws of mainland China and accounting standards. Certified High and New Technology Enterprises are entitled to a preferential tax rate of 15% but are required to re-apply for the preferential tax treatment every three years.
Revenue sharing fees and content costs decreased by 10.0% from RMB8,374.6 million in 2021 to RMB7,535.7 million in 2022, primarily due to the decrease in revenue sharing fees associated with the decreased live streaming revenues and lower costs related to content creators, partially offset by the increase in spending on e-sports content.
Revenue sharing fees and content costs decreased by 14.0% from RMB5,378.4 million in 2023 to RMB4,625.1 million (US$633.6 million) in 2024, primarily due to decreased live streaming revenue sharing fees associated with the decline in live streaming revenues as well as lower costs related to licensed e-sports content, partially offset by increased game-related services, advertising and other revenue sharing fees.
Nature of estimate: We must make estimates and apply judgment in determining the performance obligations and the estimated selling prices of multiple element revenue contracts.
Some of the separate performance obligations cannot be purchased on a standalone basis. 115 Table of Contents Nature of estimate: We must make estimates and apply judgment in determining the performance obligations and the estimated stand alone selling prices for each identified performance obligation.
General and administrative expenses decreased by 6.0% from RMB341.2 million in 2022 to RMB320.8 million (US$45.2 million) in 2023, primarily attributable to a decrease in personnel-related expenses and share-based compensation expenses. General and administrative expenses increased by 4.4% from RMB326.8 million in 2021 to RMB341.2 million in 2022, primarily attributable to an increase in personnel-related expenses.
General and administrative expenses decreased by 20.6% from RMB320.8 million in 2023 to RMB254.8 million (US$34.9 million) in 2024, primarily attributable to decreased personnel-related expenses, professional service fees and provisions.
Our income tax expenses decreased from RMB55.2 million in 2021 to RMB24.4 million in 2022, mainly due to the decreased profitability of certain operating entities in mainland China. For details on such income tax expenses, please see Note 19(b) to our audited consolidated financial statements included elsewhere in this annual report.
For details on such income tax expenses, please see Note 19(b) to our audited consolidated financial statements included elsewhere in this annual report. Net loss attributable to HUYA Inc. We had a net loss attributable to HUYA Inc. of RMB48.0 million (US$6.6 million) in 2024, as compared to a net loss attributable to HUYA Inc. of RMB204.5 million in 2023.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

41 edited+17 added−7 removed65 unchanged
The plan administrator has the power and authority to determine the persons who are eligible to receive awards, as well as other terms and conditions of awards.
The plan administrator has the power and authority to determine the persons who are eligible to receive awards, as well as other terms and conditions of awards.
Any grant or amendment of awards to any committee member serving as the plan administrator shall then require an affirmative vote of a majority of the board members who are not on the committee serving as the plan administrator. Award Agreement.
Any grant or amendment of awards to any committee member serving as the plan administrator shall then require an affirmative vote of a majority of the board members who are not on the committee serving as the plan administrator. Award Agreement.
For so long as Tencent and its affiliates collectively hold no less than 50% of the voting power in us, Tencent has the right to appoint, remove and replace up to the lowest number of directors that (x) constitutes a majority of the directors and (y) is no less than proportionate to its voting power in us, by delivering a written notice to us.
For so long as Tencent and its affiliates collectively hold no less than 50% of the voting power in us, Tencent has the right to appoint, remove and replace up to the lowest number of directors that (x) constitutes a majority of the directors and (y) is no less than proportionate to its voting power in us, by delivering a written notice to us.
As of March 31, 2024, there are no outstanding options granted to our current directors or executive officers under the Amended and Restated 2017 Plan. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A Ordinary ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares Underlying ​ Exercise Price ​ ​ ​ Date of Name Options Awarded (US$/Share) Date of Grant Expiration Grantees as a group * ​ ​ US$2.55 August 9, 2017, March 15, 2018 and July 1, 2018 August 8, 2027, March 14, 2028 and June 30, 2028 Note: * Less than 1% of our total outstanding shares.
As of March 31, 2025, there are no outstanding options granted to our current directors or executive officers under the Amended and Restated 2017 Plan. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A Ordinary ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares Underlying ​ Exercise Price ​ ​ ​ Date of Name Options Awarded (US$/Share) Date of Grant Expiration Grantees as a group * ​ ​ US$2.55 August 9, 2017, March 15, 2018 and July 1, 2018 August 8, 2027, March 14, 2028 and June 30, 2028 Note: * Less than 1% of our total outstanding shares.
The audit committee is responsible for, among other things: ● appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors; ● reviewing with the independent auditors any audit problems or difficulties and management’s response; ● discussing the annual audited financial statements with management and the independent auditors; ● reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures; ● reviewing and approving all proposed related party transactions; ● meeting separately and periodically with management and the independent auditors; and 119 Table of Contents ● monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.
The audit committee is responsible for, among other things: ● appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors; ● reviewing with the independent auditors any audit problems or difficulties and management’s response; ● discussing the annual audited financial statements with management and the independent auditors; ● reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures; ● reviewing and approving all proposed related party transactions; ● meeting separately and periodically with management and the independent auditors; and ● monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.
The nominating and corporate governance committee is responsible for, among other things: ● selecting and recommending nominees for election by the shareholders or appointment by the board; ● reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity; ● making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; ● advising the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations; and ● making recommendations to the board on all matters of corporate governance and on any remedial action to be taken.
The nominating and corporate governance committee is responsible for, among other things: 124 Table of Contents ● selecting and recommending nominees for election by the shareholders or appointment by the board; ● reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity; ● making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; ● advising the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations; and ● making recommendations to the board on all matters of corporate governance and on any remedial action to be taken.
Share Ownership Except as specifically noted, the following table sets forth information with respect to the beneficial ownership of our Class A and Class B ordinary shares as of March 31, 2024: ● each of our directors and executive officers; and ● each person known to us to own beneficially 5% or more of our total outstanding ordinary shares.
Share Ownership Except as specifically noted, the following table sets forth information with respect to the beneficial ownership of our Class A and Class B ordinary shares as of March 31, 2025: ● each of our directors and executive officers; and ● each person known to us to own beneficially 5% or more of our total outstanding ordinary shares.
Lei Zheng is Building D2, Kexing Science Park, Nanshan District, Shenzhen, the People’s Republic of China. † For each person and group included in this column, percentage ownership is calculated by dividing the number of Class A ordinary shares beneficially owned by such person or group, including Class A ordinary shares that such person or group has the right to acquire within 60 days of March 31, 2024, by the sum of the total number of Class A ordinary shares outstanding as of March 31, 2024 and the number of Class A ordinary shares underlying the options held by such person or group that are exercisable within 60 days of March 31, 2024. †† For each person and group included in this column, percentage ownership is calculated by dividing the number of Class B ordinary shares beneficially owned by such person or group, including Class B ordinary shares that such person or group has the right to acquire within 60 days of March 31, 2024, by the sum of the total number of Class B ordinary shares outstanding as of March 31, 2024 and the number of Class B ordinary shares underlying the options held by such person or group that are exercisable within 60 days of March 31, 2024. 122 Table of Contents ††† For each person or group included in this column, percentage of total voting power represents voting power based on both Class A and Class B ordinary shares held by such person or group, including Class A and Class B ordinary shares that such person or group has the right to acquire within 60 days of March 31, 2024, with respect to all outstanding shares of our Class A and Class B ordinary shares as a single class.
Lei Zheng is Building D2, Kexing Science Park, Nanshan District, Shenzhen, the People’s Republic of China. † For each person and group included in this column, percentage ownership is calculated by dividing the number of Class A ordinary shares beneficially owned by such person or group, including Class A ordinary shares that such person or group has the right to acquire within 60 days of March 31, 2025, by the sum of the total number of Class A ordinary shares outstanding as of March 31, 2025 and the number of Class A ordinary shares underlying the options held by such person or group that are exercisable within 60 days of March 31, 2025. †† For each person and group included in this column, percentage ownership is calculated by dividing the number of Class B ordinary shares beneficially owned by such person or group, including Class B ordinary shares that such person or group has the right to acquire within 60 days of March 31, 2025, by the sum of the total number of Class B ordinary shares outstanding as of March 31, 2025 and the number of Class B ordinary shares underlying the options held by such person or group that are exercisable within 60 days of March 31, 2025. ††† For each person or group included in this column, percentage of total voting power represents voting power based on both Class A and Class B ordinary shares held by such person or group, including Class A and Class B ordinary shares that such person or group has the right to acquire within 60 days of March 31, 2025, with respect to all outstanding shares of our Class A and Class B ordinary shares as a single class.
Qinghua Xie has been serving as our director since April 2023. Mr. Xie joined Tencent in December 2003, and currently serves as the corporate vice president of Tencent. Mr.
Qinghua Xie has been serving as our director since April 2023. Mr. Xie joined Tencent in December 2003, and currently serves as the corporate vice president and deputy CFO of Tencent. Mr.
Eligibility. We may grant awards to directors, officers, employees and consultants of our company or any of our subsidiaries. Vesting Conditions. In general, the plan administrator determines the vesting conditions, which are specified in the relevant award agreement. 117 Table of Contents Form and Timing of Payment of Restricted Share Units .
Eligibility. We may grant awards to directors, officers, employees and consultants of our company or any of our subsidiaries. Vesting Conditions. In general, the plan administrator determines the vesting conditions, which are specified in the relevant award agreement. Form and Timing of Payment of Restricted Share Units .
A shareholder may in certain limited exceptional circumstances have the right to seek damages in our name if a duty owed by our directors is breached. 120 Table of Contents Our board of directors has all the powers necessary for managing, and for directing and supervising, our business affairs.
A shareholder may in certain limited exceptional circumstances have the right to seek damages in our name if a duty owed by our directors is breached. Our board of directors has all the powers necessary for managing, and for directing and supervising, our business affairs.
The principal business address of each of Tencent Holdings Limited and Linen Investment Limited is Level 29, Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong. To our knowledge, as of March 31, 2024, we had one record holder of our shares in the United States, namely Deutsche Bank Trust Company Americas, the depositary of our ADS program.
The principal business address of each of Tencent Holdings Limited and Linen Investment Limited is Level 29, Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong. 127 Table of Contents To our knowledge, as of March 31, 2025, we had one record holder of our shares in the United States, namely Deutsche Bank Trust Company Americas, the depositary of our ADS program.
The shares reserved and to be issued under our Amended and Restated 2017 Share Plan have been registered on the Registration Statements on Form S-8 on September 14, 2018. ​ 116 Table of Contents The following table summarizes, as of March 31, 2024, the outstanding options granted under the Amended and Restated 2017 Plan to grantees.
The shares reserved and to be issued under our Amended and Restated 2017 Share Plan have been registered on the Registration Statements on Form S-8 on September 14, 2018. The following table summarizes, as of March 31, 2025, the outstanding options granted under the Amended and Restated 2017 Plan to grantees.
These shares, however, are not included in the computation of the percentage ownership of any other person. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ordinary Shares Beneficially Owned ​ ​ ​ Total % of total ​ ​ ​ ​ ​ ​ ​ ordinary ​ ordinary ​ % of ​ ​ Class A ​ Class B ​ shares on an ​ shares on an ​ aggregate ​ ​ ordinary ​ ordinary ​ as-converted ​ as converted ​ voting ​ Shares † Shares †† basis basis power ††† Directors and Executive Officers: ** ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Songtao Lin ​ — ​ — ​ — ​ — ​ — Junhong Huang ​ — ​ — ​ — ​ — ​ — Qinghua Xie — — — — — Hai Tao Pu — — — — — Guang Xu — — — — — Lei Zheng — — — — — Hongqiang Zhao — — — — — Tsang Wah Kwong — — — — — Ashley Xin Wu * — * * * All directors and executive officers as a group * — * * * Principal Shareholders: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Tencent Holdings Limited (1) — 150,386,517 150,386,517 66.0 95.1 Notes: * Less than 1% of total outstanding ordinary shares. ** The business address for our executive director and officers listed in the table is Building A3, E-Park, 280 Hanxi Road, Panyu District, Guangzhou 511446, the People’s Republic of China.
These shares, however, are not included in the computation of the percentage ownership of any other person. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ordinary Shares Beneficially Owned ​ ​ ​ Total % of total ​ ​ ​ ​ ​ ​ ​ ordinary ​ ordinary ​ % of ​ ​ Class A ​ Class B ​ shares on an ​ shares on an ​ aggregate ​ ​ ordinary ​ ordinary ​ as-converted ​ as converted ​ voting ​ Shares † Shares †† basis basis power ††† Directors and Executive Officers: ** ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Songtao Lin ​ — ​ — ​ — ​ — ​ — Junhong Huang ​ * ​ — ​ * ​ * ​ * Qinghua Xie — — — — — Hai Tao Pu — — — — — Guang Xu — — — — — Lei Zheng — — — — — Hongqiang Zhao — — — — — Tsang Wah Kwong — — — — — Raymond Peng Lei — — — — — All directors and executive officers as a group * — * * * Principal Shareholders: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Tencent Holdings Limited (1) — 150,386,517 ​ 150,386,517 ​ 67.3 ​ 95.4 Notes: * Less than 1% of total outstanding ordinary shares. ** The business address for our executive director and officers listed in the table is Building A3, E-Park, 280 Hanxi Road, Panyu District, Guangzhou 511446, the People’s Republic of China.
Each committee’s members and functions are described below. Audit Committee. Our audit committee consists of Mr. Hongqiang Zhao and Mr. Tsang Wah Kwong. Mr. Hongqiang Zhao is the chairperson of our audit committee. We have determined that Mr. Hongqiang Zhao and Mr.
Each committee’s members and functions are described below. 123 Table of Contents Audit Committee. Our audit committee consists of Mr. Hongqiang Zhao and Mr. Tsang Wah Kwong. Mr. Hongqiang Zhao is the chairperson of our audit committee. We have determined that Mr. Hongqiang Zhao and Mr.
In general, the plan administrator determines the vesting schedule, which is specified in the relevant award agreement. Exercise of options.
In general, the plan administrator determines the vesting schedule, which is specified in the relevant award agreement. 119 Table of Contents Exercise of options.
Deutsche Bank Trust Company Americas held a total of 96,575,262 Class A ordinary shares of record as of March 31, 2024, including Class A ordinary shares issued for bulk issuance of ADSs reserved for issuances upon the exercise or vesting of awards under our share incentive plan and treasury ADSs.
Deutsche Bank Trust Company Americas held a total of 84,382,762 Class A ordinary shares of record as of March 31, 2025, including Class A ordinary shares issued for bulk issuance of ADSs reserved for issuances upon the exercise or vesting of awards under our share incentive plan and treasury ADSs.
The maximum number of Class A ordinary shares that may be issued under the Amended and Restated 2021 Plan is 8,018,111. As of March 31, 2024, 5,590,592 restricted share units are outstanding under the Amended and Restated 2021 Plan. The following paragraphs describe the principal terms of the Amended and Restated 2021 Plan. Types of Awards.
The maximum number of Class A ordinary shares that may be issued under the Amended and Restated 2021 Plan is 8,018,111. As of March 31, 2025, 5,243,235 restricted share units are outstanding under the Amended and Restated 2021 Plan. The following paragraphs describe the principal terms of the Amended and Restated 2021 Plan. 120 Table of Contents Types of Awards.
Tsang Wah Kwong has been serving as our independent director since May 2020. Mr. Tsang currently also serves as an independent non-executive director of China Merchants China Direct Investments Limited (SEHK: 0133), Sihuan Pharmaceutical Holdings Group Limited (SEHK: 0460), Shirble Department Store Holdings (China) Limited (SEHK: 0312) and TK Group (Holdings) Limited (SEHK: 2283). Prior to June 2011, Mr.
Tsang currently also serves as an independent non-executive director of China Merchants China Direct Investments Limited (SEHK: 0133), Sihuan Pharmaceutical Holdings Group Limited (SEHK: 0460), Shirble Department Store Holdings (China) Limited (SEHK: 0312) and TK Group (Holdings) Limited (SEHK: 2283). Prior to June 2011, 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 or pursuant to applicable law, 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.
The executive officer may resign at any time with a three-month or mutually agreed advance written notice. 118 Table of Contents 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 or pursuant to applicable law, 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.
Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days, subject to certain conditions.
In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days, subject to certain conditions.
The following table sets forth the numbers of our employees categorized by function as of December 31, 2023. ​ ​ ​ ​ ​ ​ As of December 31, 2023 ​ Number % Customer services and operations 416 30.9 Research and development 705 52.4 Sales and marketing 59 4.4 General and administrative 165 12.3 Total 1,345 100.0 ​ We participate in various employee social security plans that are organized by municipal and provincial governments, including housing, pension, medical insurance and unemployment insurance, as required by laws and regulations in mainland China.
The following table sets forth the numbers of our employees categorized by function as of December 31, 2024. ​ ​ ​ ​ ​ ​ As of December 31, 2024 ​ Number % Customer services and operations 401 ​ 32.1 Research and development 642 ​ 51.3 Sales and marketing 48 ​ 3.8 General and administrative 160 ​ 12.8 Total 1,251 ​ 100.0 ​ We participate in various employee social security plans that are organized by municipal and provincial governments, including housing, pension, medical insurance and unemployment insurance, as required by laws and regulations in mainland China.
Directors and Executive Officers The following table sets forth information regarding our directors and executive officers as of the date of this annual report. ​ ​ ​ ​ ​ Directors and Executive Officers Age Position/Title Songtao Lin ​ 45 ​ Chairman of Board of Directors Junhong Huang ​ 43 ​ Director, Acting Co-Chief Executive Officer and Senior Vice President Qinghua Xie ​ 46 ​ Director Hai Tao Pu ​ 53 ​ Director Guang Xu ​ 40 ​ Director Lei Zheng ​ 47 ​ Director Hongqiang Zhao ​ 47 ​ Independent Director Tsang Wah Kwong ​ 71 ​ Independent Director Ashley Xin Wu ​ 39 ​ Acting Co-Chief Executive Officer and Vice President of Finance ​ 113 Table of Contents Mr.
Directors and Executive Officers The following table sets forth information regarding our directors and executive officers as of the date of this annual report. ​ ​ ​ ​ ​ Directors and Executive Officers Age Position/Title Songtao Lin ​ 46 ​ Chairman of Board of Directors Junhong Huang ​ 44 ​ Director, Acting Co-Chief Executive Officer and Senior Vice President Qinghua Xie ​ 47 ​ Director Hai Tao Pu ​ 54 ​ Director Guang Xu ​ 41 ​ Director Lei Zheng ​ 48 ​ Director Hongqiang Zhao ​ 48 ​ Independent Director Tsang Wah Kwong ​ 72 ​ Independent Director Raymond Peng Lei ​ 53 ​ Acting Co-Chief Executive Officer and Chief Financial Officer ​ Mr.
The maximum number of Class A ordinary shares that may be issued under the Amended and Restated 2017 Plan is 28,394,117. As of March 31, 2024, options to purchase 119,002 Class A ordinary shares are outstanding, and 2,779,503 restricted share units are outstanding under the Amended and Restated 2017 Plan.
The maximum number of Class A ordinary shares that may be issued under the Amended and Restated 2017 Plan is 28,394,117. As of March 31, 2025, options to purchase 81,500 Class A ordinary shares are outstanding, and 3,830,074 restricted share units are outstanding under the Amended and Restated 2017 Plan.
We believe that we maintain a good working relationship with our employees, and we have not experienced any labor disputes. None of our employees are represented by labor unions. 121 Table of Contents E.
We believe that we maintain a good working relationship with our employees, and we have not experienced any labor disputes. E.
The following table summarizes, as of March 31, 2024, the outstanding restricted share units granted under the Amended and Restated 2017 Plan to our directors, executive officers and other grantees. ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A Ordinary Shares ​ ​ ​ ​ ​ ​ Underlying Restricted ​ ​ ​ Date of Name Share Units Awarded Date of Grant Expiration Ashley Xin Wu * March 31, 2018, August 15, 2019, and May 29, 2020 March 30, 2028, August 14, 2029, and May 28, 2030 Other individuals as a group 2,730,375 March 31, 2018 to December 15, 2021 March 30, 2028 to December 14, 2031 Note: * Less than 1% of our total outstanding shares.
The following table summarizes, as of March 31, 2025, the outstanding restricted share units granted under the Amended and Restated 2017 Plan to our directors, executive officers and other grantees. ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A Ordinary Shares ​ ​ ​ ​ ​ ​ Underlying Restricted ​ ​ ​ Date of Name Share Units Awarded Date of Grant Expiration Songtao Lin * October 8, 2024 October 7, 2034 Junhong Huang * October 8, 2024 October 7, 2034 Other individuals as a group 3,440,419 March 31, 2018 to December 15, 2024 March 30, 2028 to December 14, 2034 Note: * Less than 1% of our total outstanding shares.
The following table summarizes, as of March 31, 2024, the outstanding restricted share units granted under the Amended and Restated 2021 Plan to our directors, executive officers and other grantees. ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A Ordinary Shares ​ ​ ​ ​ ​ ​ Underlying Restricted ​ ​ ​ ​ Name Share Units Awarded Date of Grant Date of Expiration Junhong Huang ​ * ​ March 4, 2024 ​ March 3, 2034 Ashley Xin Wu * June 22, 2021, September 15, 2021, September 9, 2022 and March 4, 2024 June 21, 2031, September 14, 2031, September 8, 2032 and March 3, 2034 Other individuals as a group 5,330,212 June 22, 2021 to March 15, 2023 June 21, 2031 to March 14, 2033 Note: * Less than 1% of our total outstanding shares. 118 Table of Contents C.
The following table summarizes, as of March 31, 2025, the outstanding restricted share units granted under the Amended and Restated 2021 Plan to our directors, executive officers and other grantees. ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A Ordinary Shares ​ ​ ​ ​ ​ ​ Underlying Restricted ​ ​ ​ ​ Name Share Units Awarded Date of Grant Date of Expiration Junhong Huang ​ * ​ March 4, 2024 ​ March 3, 2034 Other individuals as a group 5,149,425 June 22, 2021 to March 15, 2025 June 21, 2031 to March 14, 2035 Note: * Less than 1% of our total outstanding shares. ​ 121 Table of Contents 2024 Plan In December 2024, our board of directors approved and authorized the 2024 Share Incentive Plan, or the 2024 plan, to provide incentives to our directors, employees and consultants, promote the success of our business and enhance the value of our company.
He worked at KPMG LLP in the United States from August 2001 to February 2009, with the most recent position being an audit manager. Mr. Zhao accumulated corporate governance knowledge and experience through his aforementioned positions and directorships. Mr. Zhao received his bachelor’s degree in accounting from Tsinghua University and his master’s degree in accountancy from George Washington University. Mr.
Zhao served as an assistant chief auditor at the PCAOB, a regulatory oversight agency under the SEC of the United States. He worked at KPMG LLP in the United States from August 2001 to February 2009, with the most recent position being an audit manager. Mr. Zhao accumulated corporate governance knowledge and experience through his aforementioned positions and directorships. Mr.
The functions and powers of our board of directors include, among others: ● convening shareholders’ annual general meetings and reporting its work to shareholders at such meetings; ● declaring dividends and distributions; ● appointing officers and determining the term of office and its responsibilities of the officers; ● exercising the borrowing powers of our company and mortgaging the property of our company; and ● approving the transfer of shares in our company, including the registration of such shares in our share register.
The functions and powers of our board of directors include, among others: ● convening shareholders’ annual general meetings and reporting its work to shareholders at such meetings; ● declaring dividends and distributions; ● appointing officers and determining the term of office and its responsibilities of the officers; ● exercising the borrowing powers of our company and mortgaging the property of our company; and ● approving the transfer of shares in our company, including the registration of such shares in our share register. ​ 125 Table of Contents Terms of Directors and Officers Tencent has the right to appoint, remove and replace at least one director as long as Tencent and its affiliates collectively hold no less than 20% of our issued share capital on a fully diluted basis.
Xu currently serves as a general manager at Tencent’s interactive entertainment group. Prior to joining Tencent in 2006, Mr. Xu served in the game planning department at Shenzhen Yamido Technology Co., Ltd. from 2004 to 2006. Mr. Xu received his bachelor’s degree in electronic information engineering from Huazhong University of Science and Technology in China. Mr.
Xu served in the game planning department at Shenzhen Yamido Technology Co., Ltd. from 2004 to 2006. Mr. Xu received his bachelor’s degree in electronic information engineering from Huazhong University of Science and Technology in China. Mr. Lei Zheng has been serving as our director since March 2020. Mr.
Our officers are elected by and serve at the discretion of the board of directors. D. Employees We had 1,345 employees as of December 31, 2023. We had 2,067 and 1,521 employees as of December 31, 2021 and December 31, 2022, respectively.
Our officers are elected by and serve at the discretion of the board of directors. D. Employees We had 1,521, 1,345 and 1,251 employees as of December 31, 2022, December 31, 2023 and December 31, 2024, respectively. As of December 31, 2024, 74.7%, 9.0% and 16.3% of our employees were located in Guangzhou, Foshan and other cities, respectively.
Prior to joining Tencent in 2010, Mr. Pu practiced corporate and M&A, capital markets and commercial law at Slaughter and May and Mallesons Stephen Jaques. Mr. Pu received his Juris Doctor from the Melbourne University Law School in Australia. Mr. Guang Xu has been serving as our director since April 2020. Mr.
Pu received his Juris Doctor from the Melbourne University Law School in Australia. Mr. Guang Xu has been serving as our director since April 2020. Mr. Xu currently serves as a general manager at Tencent’s interactive entertainment group. Prior to joining Tencent in 2006, Mr.
The calculations in the table below are based on 227,697,240 ordinary shares outstanding as of March 31, 2024, comprising of 77,310,723 Class A ordinary shares (excluding 19,264,539 Class A ordinary shares issued to our depositary bank for bulk issuance of ADSs reserved for issuances upon the exercise or vesting of awards under our share incentive plan and treasury ADSs) and 150,386,517 Class B ordinary shares.
The calculations in the table below are based on 223,509,709 ordinary shares outstanding as of March 31, 2025, comprising of 73,123,192 Class A ordinary shares (excluding 10,267,049 Class A ordinary shares issued to our depositary bank for bulk issuance of ADSs reserved for issuances upon the exercise or vesting of awards under our share incentive plan and 992,521 treasury share in the form of ADSs) and 150,386,517 Class B ordinary shares. 126 Table of Contents Beneficial ownership is determined in accordance with the rules and regulations of the SEC.
Under these agreements, we may agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our company. ​ 115 Table of Contents Share Incentive Plans Amended and Restated 2017 Plan In July 2017, our board of directors approved the 2017 Share Incentive Plan, as amended and restated in March 2018, to provide incentives to our employees, directors and consultants and promote the success of our business.
We have entered into indemnification agreements with each of our directors and executive officers. Under these agreements, we may agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our company.
Lei Zheng has been serving as our director since March 2020. Mr. Zheng currently also serves as the general manager of the user platform department of Tencent. Prior to that position, Mr. Zheng served as the assistant general manager of the interactive-entertainment-operation of Tencent from 2012 to 2018. Mr.
Zheng currently also serves as the general manager of the user platform department of Tencent. Prior to that position, Mr. Zheng served as the assistant general manager of the interactive-entertainment-operation of Tencent from 2012 to 2018. Mr. Zheng received his bachelor’s degree in chemical engineering from Tsinghua University in China. 117 Table of Contents Mr.
(Nasdaq: LI; SEHK: 2015), an independent non-executive director of Beisen Holding Limited (SEHK: 9669), Gogox Holdings Limited (SEHK: 2246) and YSB Inc. (SEHK: 9885). Previously, Mr. Zhao served as an executive director and chief financial officer at Bairong Inc. (SEHK: 6608) between June 2018 and May 2023. Prior to that, Mr.
Hongqiang Zhao has been serving as our independent director since May 2018. Mr. Zhao currently also serves as an independent director of Li Auto Inc. (Nasdaq: LI; SEHK: 2015), an independent non-executive director of Beisen Holding Limited (SEHK: 9669), Gogox Holdings Limited (SEHK: 2246) and YSB Inc. (SEHK: 9885). Previously, Mr.
Compensation of Directors and Executive Officers For the fiscal year ended December 31, 2023, the compensation we paid to our executive officers and directors in cash amounted to an aggregate of RMB17.0 million (US$2.4 million). We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our executive officers and directors.
We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our executive officers and directors.
Zhao was the chief financial officer of NetEase Lede Technology Co., Ltd. Beijing Branch from October 2014. Previously, Mr. Zhao served as an assistant chief auditor at the PCAOB, a regulatory oversight agency under the SEC of the United States.
Zhao served as an executive director and chief financial officer at Bairong Inc. (SEHK: 6608) between June 2018 and May 2023. Prior to that, Mr. Zhao was the chief financial officer of NetEase Lede Technology Co., Ltd. Beijing Branch from October 2014. Previously, Mr.
Zheng received his bachelor’s degree in chemical engineering from Tsinghua University in China. Mr. Hongqiang Zhao has been serving as our independent director since May 2018. Mr. Zhao currently also serves as an independent director of Li Auto Inc.
Zhao received his bachelor’s degree in accounting from Tsinghua University and his master’s degree in accountancy from George Washington University. Mr. Tsang Wah Kwong has been serving as our independent director since May 2020. Mr.
Hai Tao Pu has been serving as our director since April 2020. Mr. Pu currently serves as the co-head of legal department of Tencent. He served as a member of the Listing Committee of the Hong Kong Stock Exchange from 2018 to 2023 and a listing committee member of Shenzhen Stock Exchange ChiNext from 2020 to 2023.
He served as a member of the Listing Committee of the Hong Kong Stock Exchange from 2018 to 2023 and a listing committee member of Shenzhen Stock Exchange ChiNext from 2020 to 2023. Prior to joining Tencent in 2010, Mr. Pu practiced corporate and M&A, capital markets and commercial law at Slaughter and May and Mallesons Stephen Jaques. Mr.
He is a fellow member of the Hong Kong Institute of Certified Public Accountants, a member of the Chinese Institute of Certified Public Accountants and a fellow member of the Chartered Association of Certified Accountants. 114 Table of Contents Ms.
He is a fellow member of the Hong Kong Institute of Certified Public Accountants, a member of the Chinese Institute of Certified Public Accountants and a fellow member of the Chartered Association of Certified Accountants. Mr. Raymond Peng Lei has been serving as our acting co-chief executive officer and chief financial officer since September 2024. Prior to joining us, Mr.
Removed
Ashley Xin Wu has been serving as our acting co-chief executive officer since August 2023 and our vice president of finance since September 2021. Ms. Wu joined our company in September 2017 and has been a leader of our finance department since then. Prior to joining us, Ms. Wu served in various finance positions in JOYY Inc.
Added
Hai Tao Pu has been serving as our director since April 2020. Mr. Pu currently serves as the joint general counsel of Tencent. Mr. Pu has served as a non-executive director and the chairman of the board of directors of China Literature Limited (SEHK: 0772) since October 2024.
Removed
(Nasdaq: YY) from July 2012 to September 2017. Between October 2011 and July 2012, Ms. Wu worked as a senior financial analyst at Amway (China) Co., Ltd. Prior to that, Ms. Wu worked as an assistant audit manager at KPMG Huazhen from August 2007 to September 2011. Ms.
Added
Lei served as the finance director of Tencent Financial Technology (FiT). He first joined Tencent in 2004 and served in various finance roles during his tenure at Tencent of more than 18 years. Previously, Mr. Lei worked at PricewaterhouseCoopers for over 10 years, engaging in auditing and consulting services. Mr.
Removed
Wu received her bachelor’s degree in accounting from Sun Yat-sen University in 2007. Ms. Wu is a Certified Public Accountant in the United States and a member of the Chinese Institute of Certified Public Accountants. B.
Added
Lei received his bachelor’s degree in economics from Shenzhen University in 1994 and is a member of the Chinese Institute of Certified Public Accountants. B. Compensation of Directors and Executive Officers For the fiscal year ended December 31, 2024, the compensation we paid to our executive officers and directors in cash amounted to an aggregate of RMB10.9 million (US$1.5 million).
Removed
The executive officer may resign at any time with a three-month or mutually agreed advance written notice.
Added
Share Incentive Plans Amended and Restated 2017 Plan In July 2017, our board of directors approved the 2017 Share Incentive Plan, as amended and restated in March 2018, to provide incentives to our employees, directors and consultants and promote the success of our business.
Removed
We have entered into indemnification agreements with each of our directors and executive officers.
Added
The maximum number of Class A ordinary shares that may be issued under the 2024 Plan is 15,846,000. As of March 31, 2025, 1,449,407 restricted share units are outstanding under the 2024 Plan. The following paragraphs describe the principal terms of the 2024 Plan. Types of Awards. The 2024 Plan permits the awards of options or restricted share units.
Removed
Terms of Directors and Officers Tencent has the right to appoint, remove and replace at least one director as long as Tencent and its affiliates collectively hold no less than 20% of our issued share capital on a fully diluted basis.
Added
Plan Administration. The 2024 Plan is administered by our board of directors or by a committee of one or more members of our board to whom our board shall delegate the authority to grant or amend awards to any eligible persons other than any of members of the committee serving as the plan administrator.
Removed
As of December 31, 2023, 77.6%, 9.1% and 13.3% of our employees were located in Guangzhou, Foshan and other cities, respectively.
Added
The plan administrator has the power and authority to determine the persons who are eligible to receive awards, as well as other terms and conditions of awards.
Added
Any grant or amendment of awards to any committee member serving as the plan administrator shall then require an affirmative vote of a majority of the board members who are not on the committee serving as the plan administrator. Award Agreement.
Added
Any award granted under the 2024 Plan is evidenced by award agreements that set forth the terms, conditions and limitations for each award which may include the term of an award, the provisions applicable in the event the participant’s employment or service terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind an award. Eligibility.
Added
We may grant awards to employees, consultants of our company or any of our subsidiaries, and all members of our board, as determined by the plan administrator. Vesting Conditions. In general, the plan administrator determines the vesting conditions, which are specified in the relevant award agreement. Exercise of options.
Added
Once all the preconditions provided in the relevant award agreements are met, a participant may exercise options in whole or in part by giving written notice of exercise to us specifying information such as the number of shares to be purchased, as well as making full payment of the aggregate exercise price of the shares so purchased. Term of options.
Added
The plan administrator determines the term of each option and provides it in the relevant award agreement, but no option shall be exercisable more than ten years after the grant date. Transfer Restrictions.
Added
Except under the laws of descent and distribution or otherwise permitted by the plan administrator, the participant will not be permitted to sell, transfer, pledge, assign or charge any awards. In principle, all awards shall be exercisable only by the participants.
Added
However, a participant may also transfer one or more awards to family members or a trust controlled by him or her for estate and/or tax planning purposes subject to prior approval of the plan administrator. Termination and amendment of the 2024 Plan.
Added
Our board of directors may terminate, amend or modify the 2024 Plan, provided, however, that shareholder approval is required for any amendment to the 2024 Plan. No termination, amendment, or modification of the 2024 Plan shall adversely affect in any material way any award previously granted without such participant’s prior written consent.
Added
The shares reserved and to be issued under our 2024 Plan have been registered on the Registration Statements on Form S-8 on March 14, 2025.
Added
As of March 31, 2025, no outstanding options were granted under the 2024 Plan to our directors, executive officers and other grantees. 122 Table of Contents The following table summarizes, as of March 31, 2025, the outstanding restricted share units granted under the 2024 Plan to our directors, executive officers and other grantees. ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A Ordinary Shares ​ ​ ​ ​ ​ Underlying Restricted ​ ​ ​ Date of Name Share Units Awarded Date of Grant Expiration Songtao Lin * March 15, 2025 March 14, 2035 Junhong Huang * March 15, 2025 March 14, 2035 Other individuals as a group 1,332,346 March 15, 2025 March 14, 2035 Note: * Less than 1% of our total outstanding shares. ​ C.

Item 7. Management's Discussion & Analysis

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

4 edited+1 added−6 removed5 unchanged
The table below provides a summary of our transactions with entities over which Tencent and/or Huya have significant influence in the years ended December 31, 2021, 2022 and 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ 2021 2022 2023 ​ RMB RMB RMB US$ ​ ​ (in thousands) Content cost and revenue sharing fees charged by Tencent and Huya’s related parties ​ 102,311 ​ 100,627 ​ 61,272 ​ 8,630 Advertising, sub-licensing and other revenues from Tencent and Huya’s related parties 188,209 13,072 23,902 3,367 Others 21,013 18,213 29,178 4,110 ​ Employment Agreements and Indemnification Agreements See “Item 6.
The table below provides a summary of our transactions with entities over which Tencent and/or Huya have significant influence in the years ended December 31, 2022, 2023 and 2024. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ 2022 2023 2024 ​ RMB RMB RMB US$ ​ ​ (in thousands) Content cost and revenue sharing fees charged by Tencent and Huya’s related parties ​ 100,627 ​ 61,272 ​ 38,069 ​ 5,215 Advertising, sub-licensing and other revenues from Tencent and Huya’s related parties 13,072 23,902 17,575 2,408 Others 18,213 29,178 1,810 248 ​ Employment Agreements and Indemnification Agreements See “Item 6.
Given that this was a transaction that involved entities under common control of Tencent Holdings Limited, all assets and assumed liabilities transferred have been recognized at the historical cost of the parent. See Note 2(d) to our audited consolidated financial statements included elsewhere in this annual report.
Given that this was a transaction that involved entities under common control of Tencent Holdings Limited, all assets and assumed liabilities transferred have been recognized at the historical cost of the parent.
As a result of the foregoing, JOYY ceased to be a related party of our company, and our transactions with JOYY thereafter were not recorded as related party transactions for the year ended December 31, 2023 in our consolidated financial statements for accounting purposes. 124 Table of Contents Agreements and Transactions with Entities over which Tencent and/or Huya Have Significant Influence On April 3, 2020, Tencent’s related parties became our related parties as a result of Tencent gaining majority voting power in us and consolidating our financial statements.
See Note 2(d) to our audited consolidated financial statements included elsewhere in this annual report. 128 Table of Contents Agreements and Transactions with Entities over which Tencent and/or Huya Have Significant Influence On April 3, 2020, Tencent’s related parties became our related parties as a result of Tencent gaining majority voting power in us and consolidating our financial statements.
Organizational Structure—Contractual Arrangements with Guangzhou Huya.” Agreements and Transactions with Tencent Upon the completion of the issuance of Series B-2 Preferred Shares on March 8, 2018, Tencent became a related party of ours as our major shareholder. 123 Table of Contents The table below provides a summary of our transactions with Tencent for the years ended December 31, 2021, 2022 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ 2021 2022 * 2023 ​ RMB RMB RMB US$ ​ ​ (in thousands) Acquisition under common control* ​ — ​ — ​ 574,826 ​ 80,963 Content costs charged by Tencent ​ 485,988 ​ 539,451 ​ 249,536 ​ 35,146 Operation support services provided by Tencent 370,393 225,808 142,372 20,053 Advertising, sub-licensing and other revenues from Tencent 80,302 22,073 118,844 16,739 Disposal gain of an investment 360,589 — ​ — — Others 14,617 12,867 6,422 905 Note: * In December 2023, we acquired a global mobile application service provider from Tencent Holdings Limited for an aggregate cash consideration of US$81 million (equivalent to RMB574,826 thousand).
The table below provides a summary of our transactions with Tencent for the years ended December 31, 2022, 2023 and 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ 2022 * 2023 * 2024 ​ RMB RMB RMB US$ ​ ​ (in thousands) Acquisition under common control* ​ — ​ 574,826 ​ — ​ — Content costs charged by Tencent ​ 539,451 ​ 249,536 ​ 217,527 ​ 29,801 Operation support services provided by Tencent 225,808 142,372 104,318 14,292 Game-related services, advertising and other revenuesfrom Tencent 22,073 118,844 651,495 89,254 Others 12,867 6,422 6,422 880 Note: * In December 2023, we acquired a global mobile application service provider from Tencent Holdings Limited for an aggregate cash consideration of US$81 million (equivalent to RMB574,826 thousand).
Removed
Agreements and Transactions with JOYY The table below provides a summary of our transactions with JOYY for the years ended December 31, 2021, 2022 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ ​ 2021 ​ 2022 ​ 2023 ​ RMB RMB RMB US$ ​ ​ (in thousands) Purchase of services by JOYY on behalf of Huya ​ 268 ​ 502 ​ — ​ — Operation support services provided by JOYY 2,543 351 468 66 ​ We have entered a series of agreements with JOYY in areas of intellectual property and business cooperation.
Added
Organizational Structure—Contractual Arrangements with Guangzhou Huya.” Agreements and Transactions with Tencent Upon the completion of the issuance of Series B-2 Preferred Shares on March 8, 2018, Tencent became a related party of ours as our major shareholder.
Removed
In addition, we entered into a registration rights agreement, under which we granted JOYY certain registration rights, including: ● Demand registration rights. So long as JOYY holds 25% or more of the voting power of our outstanding shares, it has the right to request us effect a registration for their shares.
Removed
We are not obligated to effect more than two demand registrations that have been declared and ordered effective. ● Form F-3 registration rights. If we qualify for registration on Form F-3, JOYY may request us to file a registration statement on Form F-3.
Removed
We are not obligated to effect more than six registration statements on Form F-3 that have been declared and ordered effective. ● Piggyback registration rights. If we propose to file a registration statement for a public offering of our securities, we must afford JOYY an opportunity to participate in that offering.
Removed
We have the right to terminate or withdraw any registration initiated by us under the piggyback registration rights prior to the effectiveness of such registration. In connection with JOYY’s disposal of its shareholding in HUYA Inc. to Linen Investment Limited, these registration rights have all been assigned to Linen Investment Limited.
Removed
Furthermore, David Xueling Li resigned from our board of directors in May 2023.

Other HUYA 10-K year-over-year comparisons