Revenue and Operations - The company's operations in mainland China accounted for 19.7%, 15.3%, and 10.4% of total net revenues for the years ended December 31, 2022, 2023, and 2024, respectively[163]. - Revenues from variable interest entities in mainland China contributed 19.8%, 13.3%, and 9.9% of total net revenues for the years ended December 31, 2022, 2023, and 2024, respectively[170]. Taxation and Financial Risks - The company is subject to a corporate income tax rate of 17% in Singapore, with a preferential tax rate of 5% for Bigo Singapore from 2023 to 2027[161]. - The company may incur financial losses from derivatives transactions intended to manage exchange rate risk if local currencies increase in value[157]. - The company is exposed to potential unfavorable tax consequences if classified as a tax resident in certain jurisdictions, which could materially reduce net income[158]. - Changes in tax laws, such as the OECD's announcement of a global minimum tax of 15%, could adversely impact the company's financial results[162]. - The company may be classified as a Passive Foreign Investment Company (PFIC) for U.S. federal income tax purposes, which could lead to adverse tax consequences for U.S. holders of its ADSs[181]. - The company faces potential adverse tax consequences if the contracts with variable interest entities are deemed not to be on an arm's length basis by mainland China tax authorities[174]. Regulatory and Legal Risks - The legal system in mainland China presents uncertainties that could materially affect the company's business operations and legal rights[164]. - The company must comply with evolving internet-related regulations in mainland China, which may require additional licenses or permits[166]. - The company faces risks related to its corporate structure in mainland China, which could lead to severe penalties if deemed non-compliant with local laws[171]. - The company relies on contractual arrangements with variable interest entities in mainland China, which may not be as effective as direct ownership and could lead to legal complications[173]. Market and Shareholder Risks - The trading prices of the company's ADSs ranged from US$27.88 to US$42.88 in 2024, indicating potential volatility in the market[176]. - The stock market has experienced extreme price and volume fluctuations, which may adversely affect the market price of the company's ADSs[182]. - The company may face substantial losses due to volatility in trading prices influenced by various market and industry factors[178]. - The perception of substantial sales of the company’s ADSs could adversely affect their market price and impair future capital raising efforts[197]. - The trading market for the company’s ADSs could decline if securities analysts downgrade their recommendations or cease coverage[196]. Corporate Governance and Control - As of March 31, 2025, Mr. David Xueling Li and his affiliates held 86.1% of the total voting power, significantly influencing corporate decisions[186]. - Mr. Jun Lei, a major shareholder, beneficially owned 11.9% of the outstanding shares as of March 31, 2025, and has delegated voting rights to Mr. Li[189]. - The company’s articles of association contain anti-takeover provisions that may adversely affect shareholders' rights and the market price of its ADSs[198]. - The company is exempt from certain U.S. securities regulations, which may result in less extensive and timely information being available to investors compared to U.S. domestic issuers[210]. - The company has relied on exemptions available to foreign private issuers, which may afford shareholders less protection than under Nasdaq corporate governance requirements applicable to U.S. domestic issuers[212]. - The company may face difficulties in enforcing judgments obtained against it in the U.S. due to its incorporation under Cayman Islands law and the location of its assets and directors[207]. - The company’s memorandum and articles of association provide for exclusive judicial forums in the U.S., which may limit shareholders' ability to bring claims in preferred jurisdictions[200]. - The company does not provide general rights under Cayman Islands law for shareholders to inspect corporate records, making it difficult for shareholders to obtain necessary information[204]. Share Repurchase and Dividends - The board of directors authorized a share repurchase program of approximately US$530 million for a 12-month period starting from the end of November 2023[219]. - In August 2024, the board extended the share repurchase program for another 12-month period, allowing for the repurchase of up to US$400 million of shares until the end of November 2025[219]. - A new share repurchase program was approved in March 2025, authorizing the repurchase of up to US$300 million of shares until the end of 2027[219]. - The share repurchase program does not obligate the company to repurchase any specific dollar amount or acquire any specific number of shares[219]. - The specific timing and amount of share repurchases will depend on prevailing share prices, general economic conditions, and company performance[219]. - The company cannot guarantee that the share repurchase program will be fully consummated, which may affect the trading price of its ADSs[219]. - The share repurchase program and future dividend payments could increase the volatility of the trading price of the ADSs[219]. - The company may not be able to distribute dividends or other distributions if it is illegal or impractical to do so[216]. - Holders of ADSs may not have the same rights as registered shareholders, including limitations on voting rights[215]. - The depositary may close its books at any time, which could limit the transferability of ADSs[217]. Reputation and Public Perception - Negative media reports and adverse publicity regarding user metrics and revenue authenticity could harm the company's reputation and affect the trading price of its ADSs[190]. - The company is currently facing scrutiny and negative publicity due to allegations of ineffective internal control over financial reporting, leading to financial irregularities and potential fraud investigations[193]. - The company may incur significant costs and time defending against government investigations or shareholder lawsuits resulting from third-party conduct[191].
JOYY(JOYY) - 2024 Q4 - Annual Report